REGIONAL MEDIA PARTNER
                     PROMOTION AND REVENUE SHARING AGREEMENT



     THIS AGREEMENT, dated _____________, 1998, is by and between NAVIDEC, INC.,
a   Colorado   corporation   ("Navidec"),   and   IBS/LEE   PARTNERS   LLC,   an
________________  limited  liability  company  whose  members  are  KOIN-TV  and
Internet Broadcast Systems ("Media Partner").


                                    RECITALS:

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

     2. The  Wheels  by  Navidec  program  is  currently  comprised  of  several
components,  including  various  Regional  Wheels  (as those  terms are  defined
below).

     3. Navidec  desires to obtain the  assistance of Media Partner in promoting
Oregon Wheels (as hereinafter defined) in the State of Oregon.

     4. Valley National  Financial  Services Company  ("Valley  National") is an
automotive  finance  company which has business  relationships  with  automobile
dealers in the State of Oregon.  Valley National  desires to be a participant in
the Oregon  Wheels  program.  Valley  National and Navidec are in the process of
completing a marketing  agreement  between  Valley  National and Navidec.  It is
anticipated that such agreement will be completed in early February 1998. A copy
of such executed agreement will be attached hereto as Exhibit B.

     5. 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 Oregon 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  Oregon  Wheels,
including name, address and at least one of the following:  phone number, e-mail
address or fax number. Prospects will complete this information in order to have
a  Subscriber  contact the  Prospect in  connection  with a specific  vehicle or
vehicle description, or to apply for credit.

                                       1

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

     1.3 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 Oregon 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 an
Inventory Integration Software Royalty.

     1.4 Dealer  Lookup.  A "Dealer  Lookup"  occurs  when a Prospect  retrieves
information about a Subscriber from within Oregon Wheels.  This can occur upon a
specific  request  of the  Prospect  to  view  information  about  a  Subscriber
(excluding access to Subscriber  information within the Dealer Locater module of
the  Oregon  Wheels  site)  or can  occur  when a  Prospect  elects  to view the
information  about a Subscriber  associated with a particular  vehicle listed on
Oregon Wheels.

     1.5  Dealer  Lookup  Fees.  "Dealer  Lookup  Fees"  are fees  charged  to a
Subscriber  when a  Prospect  performs  a Dealer  Lookup  with  respect  to such
Subscriber. Dealer Lookup Fees are a part of Oregon Wheels Recurring Revenue.

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

     1.7 Inventory  Integration  Software  Royalty.  An  "Inventory  Integration
Software Royalty" is a monthly fee that Navidec  anticipates will be required to
be paid to the third party vendor that supplies the computer  software  required
to provide a seamless integration of a Subscriber's  automobile inventory system
with Oregon  Wheels.  The Inventory  Integration  Software  Royalty is currently
$5.00 per month per  Subscriber  franchise.  The monthly  Inventory  Integration
Software  Royalty paid to such third party vendor shall be deducted  from Dealer
Franchise Fees in computing Net Monthly Dealer Franchise Fees.

     1.8 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 Regional Wheels and/or  individual  automobile
dealership websites with a Subscriber-selected  subset of the full Oregon Wheels
data base that is stored locally on the Kiosk.  If Navidec  ultimately  develops
U.S. Wheels, Kiosks will also allow access to U.S. Wheels.

                                       2

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     1.9 Launch  Event  Expenses.  "Launch  Event  Expenses"  means all expenses
incurred by Navidec, Media Partner and/or Valley National in connection with any
events to be held for the purpose of introducing automobile dealers in the State
of Oregon to Oregon Wheels and shall include,  without  limitation,  the cost of
renting a room for the event and the cost of any food provided. All Launch Event
Expenses  must be approved by Navidec,  Media Partner and Valley  National.  All
Launch  Event  Expenses  shall be shared by  Navidec,  Media  Partner and Valley
National on an equal basis.  Launch Event  Expenses  shall be repaid to Navidec,
Media Partner and Valley  National  equally by means of a deduction  from Dealer
Franchise Fees in computing Net Monthly Dealer Franchise Fees.

     1.10 Missiles.  "Missiles" are a value added  reseller  product  offered by
Navidec to Subscribers  who  participate in Wheels by Navidec.  The Missile is a
high-end notebook computer  configured with software enabling a user to access a
Subscriber-selected  subset of the full Oregon  Wheels  database  that is stored
locally on the Missile.

     1.11  Navidec  Trademarks.  "Navidec  Trademarks"  means Wheels by Navidec,
U.S.Wheels,   Regional  Wheels,   the  individual  names   (including,   without
limitation,  Oregon Wheels) 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, Media Partner or Valley National for use
in connection with Wheels by Navidec.

     1.12 Net Monthly Dealer Franchise Fees. "Net Monthly Dealer Franchise Fees"
means the Dealer  Franchise  Fees due from  Subscribers,  minus (a) the  monthly
Inventory  Integration  Software  Royalty  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 Oregon Wheels,
(b) Launch Event  Expenses that have not yet been  reimbursed to Navidec,  Media
Partner and Valley National (c) Subscriber  Sales  Materials  expenses that have
not yet been reimbursed to Navidec and Media Partner,  and (d) costs incurred by
Navidec pursuant to Section 11.4 of this Agreement. Net Monthly Dealer Franchise
Fees are a part of Oregon Wheels Recurring Revenue.

     1.13 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 Oregon
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.

     1.14  Oregon  Wheels.  "Oregon  Wheels"  means the  Regional  Wheels  being
developed by Navidec for the State of Oregon.

                                       3

<PAGE>



     1.15 Oregon Wheels Recurring  Revenue.  "Oregon 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.

     1.16 Oregon Wheels Setup Proceeds.  "Oregon 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.

     1.17  Promotional  Expenses.  "Promotional  Expenses"  include  the cost of
advertising  undertaken by Media Partner with respect to Oregon Wheels; the cost
of producing all promotional  materials for promoting Oregon 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  Event  Expenses.  Promotional
Expenses shall be borne solely by Media Partner.

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

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

     1.20 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 and other organizations having automobiles for sale.

     1.21  Subscribers.  "Subscribers"  mean those  persons or entities who have
subscribed  to  Oregon  Wheels.   Media  Partner  and  Navidec  anticipate  that
Subscribers  will  include  individual  automobile  dealerships  in the State of
Oregon  and other  organizations  located  within  the  State of  Oregon  having
automobiles for sale.

     1.22 Subscriber Contract.  "Subscriber Contract" means the contract entered
into between Navidec and a Subscriber  which outlines the contractual  terms and
responsibilities of Navidec and the Subscriber with respect to such Subscriber's
participation  in Oregon Wheels. A copy of the current version of the Subscriber
Contract is attached hereto as Exhibit A.

     1.23  Subscriber  Sales  Materials.   "Subscriber  Sales  Materials"  means
collateral  material to be utilized for marketing  Oregon Wheels to Subscribers.
Navidec shall bear the creative cost of developing  Subscriber  Sales Materials.
Navidec and Media Partner shall share equally in the physical production cost of
Subscriber Sales Materials. Production costs of Subscriber Sales Materials shall
be repaid to Navidec  and Media  Partner  equally by means of a  deduction  from
Dealer Franchise Fees in computing Net Monthly Dealer Franchise Fees.

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<PAGE>


     1.24 U.S. Wheels.  "U.S.  Wheels" is the  Internet-based  marketing program
which may be  developed  by Navidec at a future  date.  Its purpose  will be for
national  marketing  of new and used  vehicles  offered  for sale by  automobile
dealerships and other organizations having automobiles for sale.

     1.25 U.S.  Wheels  Revenue.  "U.S.  Wheels  Revenue"  means  all  Recurring
Revenues generated by subscriptions to U.S. Wheels.

     1.26  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
Subscribers.

     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
Oregon for promoting  Oregon Wheels to the automobile  purchasing  public within
the  State of  Oregon.  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 Oregon 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 the State of Oregon 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:

          2.1.1.  Ongoing promotion of Oregon Wheels on air by KOIN-TV.  Minimum
     on air promotion required is as follows:

            2.1.1.1 First  Thirty Days of Oregon  Wheels  Operation:  During the
                    first  thirty days after which  Oregon  Wheels is  launched,
                    KOIN will air commercial spots which combined constitute 240
                    Gross Rating Points of air time.  Commercial spots shall air
                    in key dayparts  such as Daytime,  Early  Fringe,  Prime and
                    Late  Fringe,  with  an  emphasis  on  news  programming.  A
                    detailed  promotional schedule shall be submitted to Navidec
                    by Media Partner for final  approval by Navidec.  Affidavits
                    detailing  the actual  commercial  spots run,  time periods,
                    commercial  length,  etc.  shall be provided to Navidec on a
                    monthly basis.

                                       5

<PAGE>


            2.1.1.2 All Calendar Months Subsequent to Launch:  During all months
                    subsequent to the initial launch of Oregon Wheels, KOIN will
                    air  commercial  spots which  combined  constitute 120 Gross
                    Rating Points of air time. Commercial spots shall air in key
                    dayparts  such as  Daytime,  Early  Fringe,  Prime  and Late
                    Fringe,  with an  emphasis on news  programming.  A detailed
                    promotional  schedule shall be submitted to Navidec by Media
                    Partner for final approval by Navidec.  Affidavits detailing
                    the actual  commercial  spots run, time periods,  commercial
                    length,  etc.  shall be  provided  to  Navidec  on a monthly
                    basis.

          2.1.2  Ongoing  promotion of Oregon  Wheels  through  Media  Partner's
     Internet  publications.  Oregon  Wheels  will  have a  permanent  hot  logo
     position on the home page of Media Partner's  primary Internet  publication
     whose URL is  http//www.koin.com.  Media Partner displays a "hotline" story
     listing  on the home page of its  primary  Internet  publication.  At least
     fifty  percent  (50%)  of the time  one (1) of  these  "hotlines"  shall be
     dedicated to Oregon Wheels related stories,  with the content thereof to be
     written by Media Partner staff.

          2.1.3 Media Partner will place banner ads  promoting  Oregon Wheels on
     its primary  Internet  publication.  Media Partner  guarantees a minimum of
     10,000 distinct  individual user  impressions per month beginning at launch
     and monthly thereafter.

          2.1.4 Media Partner will provide  Oregon  Wheels  signage twice weekly
     during its "Live from Channel 6000 Newsroom" inserts.

          2.1.5 Media  Partner will produce a one-half  hour program  related to
     "Channel  6000." This  program is to contain a segment  dedicated to Oregon
     Wheels.  Program to air at least  four times  during the period on or about
     March 15th to April 15th 1998.

          2.1.6  Ongoing  promotion of Oregon  Wheels  through  inclusion of the
     Oregon  Wheels logo and URL in  KOIN-TV's  and/or Media  Partner's  ongoing
     print, television, radio and billboard promotional campaigns.

                                       6

<PAGE>


     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 Oregon  Wheels or any  component  of Wheels by Navidec on
behalf of Navidec.

     2.3 Sales to  Subscribers.  Media  Partner  shall have  responsibility  for
assisting Navidec and Valley National in obtaining Subscribers to Oregon Wheels.
Such  responsibility  shall include,  but shall not be limited to, Media Partner
representatives  setting  appointments  and  making  sales  calls  on  potential
Subscribers in the State of Oregon.

     2.4  Reporting.  Media  Partner shall provide  Navidec  monthly  reports as
detailed in 2.1.1 above 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.

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

     2.6 Wheels by Navidec Designation. All promotional materials produced by or
on behalf of Media  Partner for purposes of promoting  Oregon  Wheels shall have
displayed in a conspicuous  place  thereon the statement  that Oregon 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 Oregon Wheels.

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

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

     4. SHARED MEDIA PARTNER AND NAVIDEC SERVICES.
        ------------------------------------------

     4.1 Media  Partner and Navidec  acknowledge  that Valley  National  and its
representative(s)  shall have the right to assist  Navidec and Media  Partner in
obtaining  Subscribers to Oregon Wheels. Such right shall include, but shall not
be limited to, Valley National  representatives  setting appointments and making
sales calls on potential Subscribers in the State of Oregon.

     4.2 Media Partner and Navidec  acknowledge  that  Subscribers  targeted for
Oregon Wheels  participation  will  initially be identified by Valley  National.
However,  additional  Subscribers  that Media Partner  desires to target will be
mutually  agreed upon in good faith  negotiation  by Valley  National  and Media
Partner.

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<PAGE>


     4.3 Media Partner and Navidec  acknowledge  that Valley National shall have
the right to receive  secondary  branding  presence  on Oregon  Wheels  equal to
Navidec's,  e.g.  "brought  to you by  Valley  National."  In  addition,  Valley
National  will be  entitled to receive  such  secondary  branding  presence on a
Subscriber's  credit  application  page.  Media  Partner  shall have the primary
branding position on Oregon Wheels.

     5. U.S. WHEELS.
        ------------

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

     5.2 Revenue  Sharing.  At such time,  if ever,  that Navidec  develops U.S.
Wheels,  Media Partner  shall be entitled to 35% of Navidec's  share (if any) of
U.S. Wheels Dealer Lookup Fees generated from Subscribers.

     6. OREGON WHEELS.
        --------------

     6.1 Inclusion of Subscribers in U.S.  Wheels.  At such time, if ever,  that
Navidec develops 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.

     6.2 Revenue  Sharing/Recurring  Revenue.  Media  Partner and Navidec  shall
share Oregon Wheels Recurring Revenue as follows:

                       Media Partner                70%
                       Navidec                      30%

     6.3 Advertising/Revenue  Sharing. Except as otherwise provided below, Media
Partner is entitled to sell online  advertising for display within Oregon Wheels
and/or  on-air  sponsorship   advertising  in  conjunction  with  Oregon  Wheels
commercials.  Notwithstanding the foregoing, Media Partner shall not be entitled
to sell any Oregon Wheels  related online or on-air  sponsorship  advertising to
financial  institutions.  Media Partner and Navidec shall share all revenues (if
any) generated from any such advertising as follows:

                       Media Partner               85%
                       Navidec                     15%

     6.4 Revenue  Sharing/Kiosks,  Missiles and Subscriber Websites. The parties
acknowledge  that Navidec may sell Kiosks and/or Missiles to Subscribers and may
also develop individual websites for Subscribers.  Gross Revenues generated from
such sales and/or  development,  shall be shared by Navidec and Media Partner as
follows:

                       Navidec                     90%
                       Media Partner               10%

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<PAGE>


Gross revenues  generated from ongoing  Subscriber  maintenance  fees associated
with individual Subscriber websites shall be shared by Navidec and Media Partner
as follows:

                       Navidec                     70%
                       Media Partner               30%

     6.5 Setup Proceeds.  Navidec shall be entitled to 100% of all Oregon Wheels
Setup  Proceeds and shall pay therefrom all Dealer  Inventory  Integration  Fees
required to be paid to the third party vendor providing the software that allows
seamless  integration  of the  Subscribers'  automobile  inventory  systems with
Oregon Wheels.

     6.6 Implementation,  Host, and License 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:

          6.6.1   Implementation  Fee.  Media  Partner  shall  pay  a  one  time
     Implementation Fee of $10,000 for the right to promote Oregon Wheels in the
     State of Oregon.  The  Implementation Fee covers part of the cost of travel
     by Navidec  personnel to the State of Oregon until the targeted dealer base
     is  signed  to  Oregon  Wheels.  The  Navidec  Dealer  Sales  Rep,  Navidec
     Automotive Rep and the Navidec Dealer  Training Rep. will make market trips
     as required to attend dealer recruiting  functions during the launch phase,
     to sign up a minimum  franchise  base of 35  franchises,  train dealers and
     integrate  dealer  inventory.  The  Implementation  Fee  shall be paid upon
     execution of this Agreement.  The Implementation Fee shall be considered an
     allowable  reimbursement to Media Partner out of gross revenue (detailed in
     Section 11).

          6.6.2 Host Fee.  Media Partner shall pay a monthly Host Fee of $1,500,
     covering the provision by Navidec of high speed redundant network access to
     Oregon  Wheels,  server  capacity for the Oregon Wheels  website and dealer
     inventory database and physical and network security for Oregon Wheels. The
     Host Fee shall be due and payable on the first day of each  calendar  month
     during the term of this Agreement.

     7. TERM.
        -----

     7.1 Primary Term and Renewals. This Agreement shall become effective on the
date that it has been executed by Navidec and Media  Partner and shall  continue
in full force and effect until the first  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 Navidec or Media Partner has given
written notice to the other 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 herein below.

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<PAGE>


     7.2  Termination  for  Cause.  Notwithstanding  anything  to  the  contrary
contained in this Agreement,  in the event either Navidec or Media Partner 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.

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

     7.4 Continued  Responsibility.  Notwithstanding the receipt by any party of
notice from the other party terminating this Agreement, the parties agree to use
their best efforts with respect to the  administration  of Oregon Wheels and the
performance  of this  Agreement  until the effective date of termination of this
Agreement. In addition,  notwithstanding the termination of this Agreement under
conditions  detailed under Section 7.1,  Media Partner shall remain  entitled to
receive for a period of one year following such termination its 70% share of all
Oregon Wheels Recurring  Revenue  generated by the Oregon 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 Oregon Wheels  Recurring  Revenue  generated
after  the  date  of  termination  by  reason  of  expansion  of the  number  of
Subscribers  within the Oregon  Wheels  program or the  addition  of new revenue
generating components to the program.

     8. OWNERSHIP OF TRADEMARKS.
        ------------------------

     8.1 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.

     9. LICENSE.
        --------

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

     9.2 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.

                                       10

<PAGE>


     9.3 Infringement. Media Partner agrees to cooperate with Navidec to protect
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.

     10. CONFIDENTIALITY AGREEMENTS.
         ---------------------------

     10.1 Media Partner.  Media Partner,  for itself,  its officers,  directors,
agents, legal representatives,  successors and assigns,  covenants that it 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  Oregon  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 as set forth in this Agreement.

     10.2 Navidec. Navidec, for itself, its officers,  directors,  agents, legal
representatives,  successors and assigns,  covenants that it 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 Oregon
Wheels,  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  performing  its  obligation as set forth in
this Agreement.

     11. ACCOUNTING/BILLING.
         -------------------

NAVIDEC

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

     11.2 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 Oregon Wheels for such calendar  month,  (b) all allowable

                                       11

<PAGE>


reimbursements  to Navidec,  Media Partner or Valley  National out of such gross
revenue (including,  without  limitation,  any unrecovered Launch Event Expenses
paid by Media Partner,  Navidec and Valley National; the Implementation Fee paid
by Media Partner;  amounts paid to the third party vendor providing the software
that  allows  seamless  integration  of the  Subscribers'  automobile  inventory
systems with Oregon  Wheels and any amounts paid by Navidec  pursuant to Section
11.4 below),  (c) Media Partner's share of Oregon Wheels  Recurring  Revenue for
such month, (d) Kiosk,  Missile and Subscriber website development  revenue, (e)
gross revenues  generated from ongoing  Subscriber  maintenance  fees associated
with  individual  Subscriber  websites and (f) Media  Partner's  share of Kiosk,
Missile  and  Subscriber  website  development  revenue and  Subscriber  website
maintenance  fees.  Upon delivery of such monthly  accounting to Media  Partner,
Navidec shall issue a check to Media Partner for Media Partner's share of Oregon
Wheels Recurring Revenue and Kiosk,  Missile and Subscriber website  development
revenue and  Subscriber  website  maintenance  fees actually  collected for such
month.

     11.3 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  Oregon  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 Oregon Wheels program
shall survive the expiration or earlier termination of this Agreement.

     11.4 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 Oregon 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
be deducted from Dealer Franchise Fees in computing Net Monthly Dealer Franchise
Fees.  Navidec  shall  include a full  accounting  of any such  payments  in its
monthly reports to Media Partner provided pursuant to Section 11.2 above.

MEDIA PARTNER

     11.5 Billing; Collections.  Media Partner shall promptly calculate and bill
advertisers and diligently demand, collect, receive and give receipt for any and
all advertising revenue generated by Oregon Wheels.

     11.6 Accounting.  Media Partner shall prepare and provide to Navidec 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
advertising revenue generated by Oregon Wheels for such calendar month, (b) less
agency fees (if any). Upon delivery of such monthly accounting to Navidec, Media
Partner  shall issue a check to Navidec  for  Navidec's  share of Oregon  Wheels
advertising revenue actually collected for such month.

                                       12

<PAGE>


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

     12. MISCELLANEOUS.
         --------------

     12.1 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.

     12.2  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.

     12.3 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.

     12.4 Binding Effect. Subject to the restrictions on Assignment set forth in
Section  12.3  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.

     12.5 No Joint  Venture.  Media Partner and Navidec are not and shall not be
considered joint venturers or partners,  and neither shall have power to bind or
obligate the other except as set forth in this Agreement.

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

                                       13

<PAGE>


     12.7  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.

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

     12.9  Arbitration.  Any dispute between Navidec and Media Partner hereunder
shall be settled by arbitration conducted in Denver, Colorado in accordance with
the Commercial Arbitration Rules of the American Arbitration Association. In the
event the parties to an arbitration 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 the  parties  to the  arbitration.  The
decision  by the  arbitrator  shall be final and  binding on the  parties to the
arbitration.

     12.10 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.  12.11  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.

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

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

     12.14 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

                                       14

<PAGE>



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:          Internet Business Systems, LLC

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

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

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

                                       Fax:
                                           --------------------------

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

     12.15 Indemnification.  Each of the parties hereto (and "Indemnitor") shall
indemnify,  defend with competent and experienced counsel reasonably  acceptable
to  the  others   ("Indemnitee")  and  hold  harmless  the  Indemnitees,   their
subsidiaries,  affiliates and their respective officers, directors, shareholders
and  employees,  from and against any  liabilities,  actions,  causes of action,
suits,  proceedings,  claims,  demands,  losses,  costs and expenses  (including
without limitation,  reasonable attorneys' fees, disbursements and court costs),
whatsoever  caused by any act or  omission  of the  Indemnitor,  its  employees,
agents, representatives,  or independent contractors,  including but not limited
to, the breach by the  Indemnitor,  its employees,  agents,  representatives  or
contractors  of any  terms,  provisions,  covenants,  stipulations,  conditions,
representations,  warranties,  obligations  and/or agreements  contained in this
Agreement, except to the extent such liability, etc. results from the negligence
or willful misconduct of the Indemnitee seeking indemnity.

                                       15

<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



                                            IBS/LEE PARTNERS  LLC


Date:__________________                     By:_____________________________

                                            Name:___________________________

                                            Title:__________________________


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