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                                                               Exhibit 10.15 (b)

                     AMENDED AND RESTATED RESELLER AGREEMENT

1.   Agreement.

     This Agreement is made as of the Effective Date, with a term of two (2)
     years and subsequent terms of one (1) year, each self renewing annually
     unless terminated as provided in Section 13 or unless either party gives
     the other party at least sixty (60) days' notice of intent not to renew
     prior to the expiration of the then current term ("Term"), by and between
     CentrPort, Inc. with an office at 450 Post Avenue East, Westport, CT 06880
     ("Vendor") and Modem Media, Inc. with an office at 230 East Avenue,
     Norwalk, CT 06855 ("Reseller"). The Effective Date shall mean the later of
     the dates on which: (a) this Agreement has been executed by both parties;
     or (b) Reseller has received written proof to its reasonable satisfaction
     that Vendor has received at least five million dollars in equity financing
     since September 1, 2002

2.   Resale.

     Subject to all the terms and conditions of this Agreement, Vendor hereby
     appoints Reseller for the Term as a third party reseller of the services
     and products as set forth in Exhibit A ("Products") to this Agreement
     bundled with Reseller's goods or services or on a stand alone basis. The
     parties acknowledge that Vendor has adopted a business model pursuant to
     which Vendor may provide its goods and services pursuant to a software
     license arrangement. The terms "Products" and "products" and "services" as
     used in this Agreement shall include the licensing of Vendor's software and
     related manuals, instructions, and other user materials and documentation,
     and the provision by Vendor of related services and software maintenance.
     The terms of this Agreement, including the provisions set forth in Exhibit
     B to this Agreement, shall apply to Vendor's appointment of Reseller as an
     end user and sublicensor of Vendor's software and related user materials
     and documentation and the provision of related services and software
     maintenance by Vendor.

     a.  Reseller agrees to treat Vendor as its preferred vendor for Products
         for all of Reseller's Clients during the term of this Agreement. As
         part of this relationship, Reseller shall use its reasonable best
         efforts to resell Products, i.e. Reseller shall conduct the up front
         marketing effort to sell Products to Client Prospects and Clients (as
         both terms are defined below) and Reseller shall, to the extent it is
         reasonably likely Vendor's Products will be needed, include the
         Products in any sales pitch in which Reseller participates. Reseller
         shall develop necessary specifications in accordance with the
         requirements set forth on Exhibit A and Attachment 1 thereto for the
         Products for a Client and/or a Client Prospect so that Vendor may
         provide the Products.

     b.  In the event a Client or Client Prospect contacts Vendor directly,
         Vendor will notify Reseller. Except as set forth below, at no time
         during the Term shall Vendor initiate contact intended to result in a
         contract or sale, directly with any Client or Client Prospect. At no
         time during the Term and for 12 months after the expiration or
         termination of this Agreement shall Vendor sell its services or
         products directly or through another reseller to a Client or Client
         Prospect without the written consent of Reseller's President; provided,
         however, such consent will be given under the following circumstances:

                i.    Vendor may directly or indirectly through another
                      reseller sell its products and services to a Client or
                      Client Prospect if Reseller has not provided services to
                      such Client or Client Prospect for more than twelve (12)
                      months;

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                ii.  Vendor may provide Products directly and through another
                     reseller to any Client or Client Prospect after Vendor
                     advised Reseller by written notice to its President that
                     Vendor has received an indication of interest from a Client
                     or Client Prospect for its Products and Reseller provides
                     written approval from its President that Reseller elects
                     not to provide such Products to such Client or Client
                     Prospect; and

                iii. Vendor's relationship with General Motors Corp. and the
                     fees associated therewith shall be governed by that letter
                     dated February 22, 2002 regarding this subject matter.

     c.  Vendor may in its discretion discontinue or modify any Product upon
         sixty (60) days' notice except that Vendor will continue to provide
         Products for any signed Service Level Agreement ("SLA") between Client
         and Reseller through the term of such SLA in accordance with the
         specifications provided therein.

     d.  For purposes of this Agreement, "Client" shall mean any third party,
         corporation or entity that Reseller (i) is or has been providing
         services for a fee during the Term or the Term of that Reseller
         Agreement dated December 22, 2000 between the parties, or (ii)
         hereafter provides services for a fee pursuant to an SLA or other
         written agreement between Vendor and Reseller; provided, however, if
         Reseller is providing services to a particular division or a business
         unit of any such entity for a fee, the whole corporation or entity is
         deemed a Client for purposes of this Agreement. "Client Prospect" shall
         mean a third party corporation or entity from whom (x) Reseller is in
         the process of soliciting business as evidenced by (1) Reseller's
         marketing efforts with respect to such third party as evidenced by
         written proposals or conversations with such third parties regarding
         the sale by Reseller of Products; and (2) the issuance by Reseller of a
         Lead Sheet to Vendor covering such third party and (y) neither Vendor
         nor any other reseller is either presently selling Products pursuant to
         a written contract or Soliciting Business at the time such Lead Sheet
         is received by Vendor; provided, however, such third party shall no
         longer be deemed a Client Prospect if an SLA or other written agreement
         with such third party for the sale of Products is not in effect within
         nine months of the date on which Reseller submitted the Lead Sheet to
         Vendor for such third party; provided, further, if Reseller is
         soliciting a particular division or a business unit of an entity deemed
         a Client Prospect hereunder, the whole corporation or entity is deemed
         a Client Prospect for purposes of this Agreement. For purposes of this
         Agreement, Vendor and any reseller, other than Reseller, shall be
         deemed to be Soliciting Business from an entity if, within the six
         months immediately preceding the date of Vendor's receipt from Reseller
         of either a Qualified Referral or a Lead Sheet with respect to such
         entity, Vendor or such reseller of Products has responded to an RFI or
         RFP of such entity, or otherwise submitted a written proposal to such
         entity, and such response or proposal, as applicable, has not been
         rejected by such entity. The Lead Sheet will be a writing containing at
         least the following information with respect to each Client Prospect:
         contact information of an individual at the Client Prospect; Reseller's
         proposed Profit Margin, which shall always assume payment by Reseller
         of the Base Rates for Products to be sold to such Client Prospect, the
         size of the opportunity, in terms of timing, Products, volume and
         budget, to the extent each is known by Reseller.

     e.  The parties acknowledge that Reseller has been acting as a reseller
         prior to the Effective Date under that Reseller Agreement dated
         December 22, 2000, which is superceded by this Reseller Agreement. The
         parties agree that the terms and conditions of this Agreement shall
         apply to any SLAs in effect prior to the Effective Date, which are set
         forth on Exhibit C hereto. Except as set forth on Exhibit C, Reseller
         agrees that no commissions are owed by Vendor for any SLA in effect
         prior to the Effective Date.

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3.   Price, Payment Terms, MFN and Commitment.

     a.  Except as provided in this Agreement or otherwise mutually agreed by
         Vendor and Reseller in a signed SLA, Reseller shall pay to Vendor
         Vendor's usual and customary rates in effect from time to time for
         Products delivered hereunder, which rates will be embedded in a pdf
         file delivered by Vendor to Reseller from time to time (the "Base
         Rates"). Vendor will not increase the Base Rates applicable to Reseller
         more than once every three months for the first year and more than once
         every six months for the second year. In any event, Vendor will provide
         Reseller at least 60 days' prior written notice of any Base Rates
         increase. Notwithstanding the foregoing, price increases shall not be
         effective for any SLA in effect prior to any price increase. Vendor
         will provide to Reseller a written copy of Vendor's Base Rates at least
         every three months, whether or not such Base Rates have changed. Vendor
         will not publish or charge Base Rates which are lower than the Base
         Rates provided to Reseller, as certified in writing annually on
         December 31, by Vendor's chief executive officer. Further, if Vendor
         enters into a reseller arrangement with a third party or a direct
         arrangement with any third party (including a Client or Client
         Prospect) for any of the Products at a similar or lesser dollar
         commitment level than set forth herein, the terms of which offer that
         reseller or third party a larger discount or lesser pricing on that
         specific level of service or product, taken individually or as a group,
         than set forth herein, Reseller shall be afforded the same discount or
         pricing on that specific level of service (less 10% if such pricing is
         to a non-reseller) for the duration offered to such third party or
         reseller; provided, however, Vendor may, without adjustment to the Base
         Rates charged to Reseller, charge Product fees below the Base Rates if
         such fees relate to a promotion of Vendor that (i) is for direct
         clients of Vendor, (ii) limits the applicability of such fees to one
         calendar quarter, (iii) is based on having such client switch from the
         use of a competitor of Vendor to the use of Vendor, and (iv) Reseller
         may offer to Clients and Client Prospects on the same terms and
         conditions.

         The pricing to Reseller for Products for a Client or Client Prospect
         shall be established in the following manner: Reseller initially will
         propose pricing to the Client or Client Prospect, which pricing shall
         contemplate the applicability of the Base Rates to any sale of Products
         to such Client or Client Prospect, unless Vendor has provided a written
         quote to Reseller for pricing below the Base Rates. If such pricing for
         Products is accepted by the Client or Client Prospect, then the Base
         Rates (or the applicable lower pricing) will apply for such Products as
         between Vendor and Reseller. If this pricing is rejected by the Client
         or Client Prospect, then Reseller shall communicate such rejection to
         Vendor and Vendor will provide in writing lower pricing to Reseller for
         Products for such Client or Client Prospect. Reseller shall provide a
         new proposal to the Client or Client Prospect based on the lower
         pricing provided by Vendor. Vendor and Reseller shall continue such
         cycle until the earlier of (a) the Client or Client Prospect accepts
         the pricing offered by Reseller; or (b) Vendor's proposed pricing of
         Products to Reseller is equal to or lower than Vendor's pricing of
         Products to any other third parties.

         For the purposes of this section, the Profit Margin is a percentage
         obtained by subtracting (x) the price Reseller paid, or would have paid
         if the Products were not sold directly by Vendor to a Client or Client
         Prospect, to Vendor for Products sold to a Client or Client Prospect
         from (y) the price Reseller received, or would have received if the
         Products were not sold directly by Vendor to a Client or Client
         Prospect, from reselling Products to a Client or Client Prospect and
         dividing this difference of (y) - (x) by (y).

         If Vendor provides Products directly (or through another reseller) to
         any Client or Client Prospect pursuant to Section 2(b), Vendor shall
         pay a commission to Reseller in an amount equal to the amount of
         revenue that Vendor accrues for products or services sold to such
         Client or Client Prospect multiplied by (a) if such Client has
         purchased Products from Reseller within the past twelve months and
         Reseller has not proposed any pricing for Products to such Client or
         Client Prospect within the past nine months, Reseller's Profit Margin
         from such resales within the past twelve months; or (b) if Reseller has
         proposed any pricing for Products to such Client or Client Prospect
         within the past nine months, the Profit Margin of the pricing for
         Products that Reseller had most recently proposed to such Client or
         Client Prospect within the past nine months, subject

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         to the receipt by Vendor of a written copy of such proposal certified
         by the Chief Financial Officer of Reseller to be such proposal; or (c)
         if such Client or Client Prospect has not purchased Products from
         Reseller within the past twelve months and Reseller had not proposed
         any pricing for Products to such Client or Client Prospect within the
         past nine months, the Profit Margin set forth in the Lead Sheet for
         that Client or Client Prospect.

         Vendor shall pay all amounts due under this Section 3(a) to Reseller
         thirty (30) days from monthly completion of the work performed for such
         Client. Upon the expiration or termination of the Agreement, Reseller
         shall continue to receive Commissions for any SLA in effect at the time
         of such termination or expiration until such SLA or any renewal thereof
         terminates or if such SLA or renewals extend for greater than 24 months
         after the date of termination, for such twenty four month period.

         If Vendor provides Products directly to a Qualified Referral, Vendor
         shall pay a commission to Reseller in an amount equal to 10% of revenue
         Vendor receives from such Qualified Referral. Vendor shall pay all
         amounts due under this section to Reseller thirty (30) days from
         monthly completion of the work performed for such Qualified Referral.
         Such payments shall be due for the shorter of (a) the term of the
         applicable agreement with respect to the Products sold to such
         Qualified Referral or (b) twenty-four months from the date Vendor first
         started providing Products to such Qualified Referral. A Qualified
         Referral shall mean a third party, other than a Client or Client
         Prospect, who has been referred in writing by Reseller to Vendor so
         long as neither Vendor nor any other reseller of Products is Soliciting
         Business from such third party at the time such referral is received by
         Vendor. Such writing shall contain the name of the third party, a
         contact person with contact information, an estimate as to the size of
         the opportunity for Vendor and any information that Reseller has
         regarding such third party's interest or need for the Products.
         Reseller is under no obligation to pursue a sales opportunity with any
         Qualified Referral.

         Fees with regard to Vendor's relationship with General Motors Corp.
         shall be governed by that side letter on this matter dated February 22,
         2002.

     b.  All payments due hereunder to Vendor shall be paid to Vendor in US
         dollars not later than thirty (30) days following the date of the
         applicable invoice. All out of pocket expenses of Vendor shall not be
         reimbursed by Reseller unless otherwise agreed to by the parties in a
         signed SLA. Each month Vendor shall issue an invoice only upon
         completion or performance of work or services being invoiced during
         that month unless the parties have agreed to another invoicing schedule
         in a SLA. Vendor will be responsible for all taxes (except Reseller's
         income taxes), duties, costs of compliance with export, import and
         customs controls and regulations, and other governmental assessments,
         unless the tax laws require otherwise.

     c.  Subject to either party's confidentiality obligations with third
         parties, every three months Vendor and Reseller will meet to discuss
         the competitiveness of the Products, including the pricing thereof. The
         parties will discuss the pricing and product packaging in light of
         current market conditions and Reseller's actual use of the services
         incorporated in the pricing of certain Products. In addition, Reseller
         will advise Vendor of any concerns its Clients have with the Products
         in light of privacy concerns or regulations and advise Vendor of any
         modifications to any Products or additional Products that it believes
         may be appropriate to address such concerns. Reseller will identify the
         instances and circumstances in which it has found Vendor's Products,
         services or pricing not to be competitive with other products in the
         marketplace. Based on Reseller's assessment of the market conditions,
         Vendor agrees that it will consider Reseller's assessment and use its
         best efforts to ensure that its Products' pricing, quality and services
         are highly competitive in the marketplace. If it is determined that
         Reseller does not utilize all of the services set forth in a particular
         Product, Reseller and Vendor will work together to modify the
         definition of the Products and the pricing for such modified Product.

     d.  Reseller shall have the right to audit Vendor's books and records to
         ensure compliance with this Agreement. Such audit cannot occur more
         than once per quarter and shall occur only during

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         Vendor's normal business hours and upon reasonable advance notice to
         Vendor. Reseller shall complete such audit within no more than fifteen
         (15) business days, provided that Vendor co-operates with Reseller in
         its conduct of the audit. Such audit will be at Reseller's expense.
         However, if Vendor is found to not be complying with this Agreement
         with respect to the scope of the audit, Vendor shall reimburse Reseller
         for all costs associated with the audit, along with any discrepancies
         discovered, within thirty (30) days after completion of the audit.

     e.  Once each month, Vendor shall provide Reseller with details of the
         status of all referrals made by Reseller to Vendor.

     f.  Vendor shall issue to Reseller the following warrants to purchase
         shares of common stock of Vendor, which warrants shall be fully vested
         at the time of issuance and shall be issued pursuant to the form of
         Warrant Agreement attached hereto as Exhibit D.

                i.    During the calendar year 2002, if Vendor recognizes
                      Revenue equal to $7.5 million, Vendor will issue Reseller
                      warrants to purchase 587,406 shares of common stock of
                      Vendor. Vendor will issue Reseller additional warrants to
                      purchase 391,604 shares of common stock for every
                      incremental $2.5 million of Revenue achieved above $7.5
                      million during 2002. All warrants issued pursuant to
                      Section 3(f)(i) shall be at an exercise price of
                      $0.144748.

                ii.   During the calendar year 2003, if Vendor recognizes
                      Revenue equal to $8 million, Vendor will issue Reseller
                      warrants to purchase 587,406 shares of common stock of
                      Vendor. If, during, the calendar year 2003, Vendor
                      recognizes Revenue equal to $12.5 million, Vendor will
                      issue Reseller additional warrants to purchase 980,000
                      shares of common stock. Vendor will issue Reseller
                      additional warrants to purchase 391,604 shares of common
                      stock for every incremental $2.5 million of Revenue
                      achieved above $12.5 million during 2003. All warrants
                      issued pursuant to Section 3(f)(ii) shall be at an
                      exercise price of $0. 144748.

                iii.  During the calendar year 2004, if (A) this Agreement is
                      still in effect and Reseller is still actively engaged as
                      a Reseller of the Products, and (B) (1) Vendor recognizes
                      Revenue equal to $10 million, Vendor will issue Reseller
                      warrants to purchase 587,406 shares of common stock of
                      Vendor, and (2) Vendor recognizes Revenue equal to $15
                      million, Vendor will issue Reseller additional warrants to
                      purchase 980,000 shares of common stock of Vendor. Vendor
                      will issue Reseller additional warrants to purchase
                      391,604 shares of common stock for every incremental $2.5
                      million of Revenue achieved above $15 million during 2004.
                      All warrants issued pursuant to Section 3(f)(iii) shall be
                      at an exercise price of $0. 144748.

                iv.   During the calendar year 2005, if (A) this Agreement is
                      still in effect and Reseller is still actively engaged as
                      a Reseller of the Products, and (B) (1) Vendor recognizes
                      Revenue equal to $12 million, Vendor will issue Reseller
                      warrants to purchase 587,406 shares of common stock of
                      Vendor and (2) Vendor recognizes Revenue equal to $17.5
                      million, Vendor will issue Reseller additional warrants to
                      purchase 980,000 shares of common stock of Vendor. Vendor
                      will issue Reseller additional warrants to purchase
                      391,604 shares of common stock for every incremental $2.5
                      million of Revenue achieved above $17.5 million during
                      2005. All warrants issued pursuant to Section 3(f)(iv)
                      shall be at an exercise price of $0. 144748.

                v.    The term "Revenue" shall include (i) all revenue
                      recognized by Vendor in connection with Vendor's
                      arrangements with Interpublic Group of Companies, Inc.
                      ("IPG") or any of IPG's affiliates; and (ii) revenue
                      recognized by Vendor

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               from Client license fees arising under written agreements
               covering Products and any related services provided by Vendor.

4.   Product Names.

     Reseller is granted a royalty free, irrevocable, worldwide license to use
     Vendor's then-current names, marks, logos, and other identifiers for the
     Product ("Marks") and Vendor designated intellectual property related
     notices in connection with Reseller's advertising and promotion for such
     Products, provided that Reseller will: (a) only use Marks in the form and
     manner, and in accordance with the quality standards that Vendor
     specifically prescribes; (b) submit samples of all Product advertising to
     Vendor for approval; and (c) upon termination of this Agreement for any
     reason, immediately cease all use of the Marks and the license will
     terminate. Reseller will not use, register or take other action with
     respect to any name, logo, trademark, service mark, or other identifier
     used anywhere in the world by Vendor, except to the extent authorized in
     writing by Vendor in advance. Reseller may use Marks to promote the fact
     that Vendor is a service provider for and/or partner of Vendor, provided
     Vendor has approved the promotional materials. Reseller acknowledges that
     Vendor's brands are important to the value of Vendor's business. Therefore,
     Reseller agrees that Vendor's brand or trademarks will be present when
     Reseller sells Products; provided, however, Vendor and Reseller shall work
     together to determine the appropriate means by which to promote Vendor's
     brands as part of Reseller's services.

5.   Support.

     a.  Vendor will provide presentations on general capabilities and pricing
         to Reseller's domestic offices every six months and with respect to its
         international offices as mutually agreed to by the parties. Vendor will
         at least every six months provide Reseller account team members with
         training on its Products, its operations and its analytical products
         and services and will provide Reseller's technology personnel with
         training on its technology. In addition, if a new version or upgrade of
         Vendor's technology is released, Vendor will as soon as practical
         provide training as to the details of such new version. Additionally,
         Vendor will provide to Reseller a training program for Vendor
         Certification. The training program will include the following
         curriculum: Basic Training on selling methods for all the Vendor Suite
         of Products and Services; Case Studies differentiating Vendor; Training
         on the use of all Vendor Standard reports for multi channel marketing;
         Recommended analytical software packages which may be delivered by
         Reseller personnel (if they are Vendor Certified and can deliver the
         required analytics) or by Vendor personnel. Training will be conducted
         no more frequently than on a quarterly basis for individuals
         responsible for the sales and support of Vendor products and services
         to Clients and Client Prospects and to others as recommended by
         Reseller's senior management. In addition to the above referenced
         Vendor certification program for sales and marketing, Vendor will
         provide operational training to those employees on an as needed basis.

     b.  Vendor shall assign a point person to manage Vendor's relationship with
         Reseller. The Vendor point person shall be Arthur Melville. Vendor may
         remove Mr. Melville at any time from his assignment if it assigns
         another individual of the same senior level within Vendor as Mr.
         Melville to Reseller provided Reseller consents to such assignment,
         which consent shall not be unreasonably withheld. Vendor shall provide
         sales assistance to Reseller to assist Reseller to sell Products as
         reasonably requested by Reseller, including, but not limited to,
         assisting in new business pitches.

     c.  Vendor shall provide continuous (24 hours per day, 7 days per week, 365
         days per year) coverage to Reseller for the purposes of responding to
         problems experienced by Reseller or its Clients with regard to the
         performance of Products. Vendor shall escalate such problems within its
         organization as follows: During Normal Business Hours: Vendor Help Desk
         - 203-341-8100. If inadequate response for an hour, to a customer
         support manager at 203-341-8121. If inadequate response, to a senior
         customer support manager at 203-341-8103. During non-Business Hours,
         Vendor will establish an answering service with appropriate multiple
         contact individuals and

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          points. From time to time, Vendor shall provide Reseller with updates
          of such information if there are any changes in personnel or phone
          numbers. Response times for any calls shall be less than one hour,
          though the parties acknowledge that resolution of particular issues
          may take longer. Vendor will keep Reseller informed of Vendor's status
          of rectifying any issues. The Help Desk may be used by Reseller for
          ensuring quality control of data from Products, as well as generating
          and implementing Vendor's tags.

     d.   All costs and expenses of Vendor personnel, including travel expenses,
          related to training and the dedicated positions referred to in
          Sections 5(a) -5(c) shall be borne by Vendor, and all costs and
          expenses of Reseller personnel, including travel expenses, related to
          such training shall be borne by Reseller, unless agreed to otherwise
          in writing by the parties.

6.   Tracking Management System.

     Reseller and Vendor understand that Reseller and its Clients are required
     to use Vendor's proprietary technology (the "System") to use the Products.
     Accordingly, Vendor grants to Reseller a non-exclusive and worldwide
     license to access and use the System, which Reseller can access and use
     only on servers designated by Vendor by means of a unique username and
     password issued by Vendor, and only for the purposes of accessing data in
     reports of impressions and, if stated in a SLA, other data related to
     creating and maintaining a data record for Reseller's Clients. Reseller
     shall cooperate as reasonably necessary to ensure that the Client receives
     the data reasonably requested by the Client. Vendor shall ensure that the
     System is available for Reseller's use at least 95% of the time, calculated
     on a calendar monthly basis. Vendor will work to maintain and improve the
     System and will use commercially reasonable efforts to implement all
     reasonably necessary and proper corrections to ensure the appropriate
     functioning of the System. Vendor will conduct annual business process
     control reviews, system security reviews and data validation reviews by a
     reputable third party accounting firm. In addition, Vendor will provide a
     review by a reputable third party of the Products measured against the
     highest standard of the IAB impression counting metrics. To the extent that
     Vendor products do not meet these IAB standards, Vendor will disclose the
     discrepancies to Reseller.

7.   Additional Obligations.

     For any Products to be delivered under an SLA between Reseller and Vendor,
     Reseller shall obtain all necessary rights, licenses, consents, waivers and
     permissions from target site operators, web users, and Reseller's Clients,
     to allow Vendor to operate the Products, and to use any data provided to or
     collected by the System. Reseller further represents that Reseller has
     read, and will substantially conform to, Vendor's statement on privacy, as
     currently existing on Vendor's web site as of the Effective Date. Vendor
     will read each and every Client's privacy policy and use its commercially
     reasonable efforts to comply with such policy. To the extent such policy is
     inconsistent with regard to the provision of Products, Vendor shall notify
     Reseller of the same.

8.   Reports.

     Vendor will provide the necessary platform and access for Reseller to
     generate reports. The content and frequency thereof shall be set forth in
     the SLA and in the description of the Products. The reports will be
     available free of charge to Reseller with the cost thereof being part of
     the fees set forth above. If Reseller requires customized reports, not set
     forth in a SLA, Reseller shall pay an additional amount for such reports,
     to be mutually agreed to in writing by the parties.

9.   Proprietary Rights and Restrictions.

     Reseller and its Clients retain all right, title and interest, including
     all copyrights and other intellectual property rights, in and to the
     advertisements, banners and other advertising materials that Reseller or
     its Clients provide to Vendor or otherwise place through Vendor or which
     Vendor creates during the course of its performing an SLA, including, but
     not limited to report

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     templates included in the Products. Vendor expressly acknowledges that it
     does not obtain any right, interest or title to any such materials by
     virtue of this Agreement or its providing of the Products. Reseller
     expressly acknowledges it does not obtain any right, interest or title to
     the Products or the System (excluding the Interface) and any promotional or
     educational material developed by Vendor.

10.  Data.

     In the delivery of the Products, Vendor will collect and maintain
     information, which may include personally identifiable information ("PII"),
     web users' internet addresses, browser types and operating systems and may
     create or generate reports or summaries thereof, as well as other
     information and data (whether in raw form or compiled into a report or
     summary) (collectively "Information and Data"). Reseller's Clients own the
     Information and Data and have the sole and exclusive right to use, sell,
     license or otherwise dispose of all Information and Data for any purpose.
     The Information and Data contained in the reports are downloadable by
     Reseller in Graphic Interchange Format (GIF), or other text and/or graphics
     format, free of charge, but any analysis by Vendor of such data shall be
     subject to a separate charge as reflected in an SLA. Vendor may use the
     Information and Data (other than PII) only (a) for Vendor's reporting
     purposes, consisting of compilation of aggregated statistics about the
     Product (e.g., the aggregate number of ads delivered) that may be provided
     to customers, potential customers and the general public and provided that
     the same does not reveal Reseller's identity, the identity of any Client of
     Reseller or the identities of any web users; and (b) if required by court
     order, law or governmental agency, provided that Vendor provides Reseller
     with an opportunity to seek a protective order to prevent such disclosure.
     Upon termination of an SLA, Vendor shall not retain any hard or soft copies
     of PII that relates to such SLA. Vendor will notify Reseller at least
     thirty (30) days prior to such destruction and Reseller will confirm with
     Client that the destruction of the records has been authorized by Client.
     Reseller shall provide a copy of such authorization to Vendor prior to such
     destruction.

11.  Warranties and Warranty Disclaimer.

     a.   Each party warrants that it has the full power, right and authority to
          enter into this Agreement and that this Agreement constitutes a valid
          and binding agreement, enforceable in accordance with its terms.
          Vendor represents and warrants that (i) the System and Products were
          developed by Vendor without infringement or misappropriation of any
          third party's copyrights, trademarks, trade secrets, or patents that
          are known or should have been known to Vendor and Vendor either owns
          or has obtained all necessary rights in and to the hardware, software
          and information technology components that are the subject of and/or
          are to be used in the performance of this Agreement, such that
          Vendor's performance of this Agreement, and the use of the System,
          Products and related hardware, software and information technology
          components do not infringe upon any third-party's copyrights,
          trademarks, trade secrets or patents, that are known or should have
          been known to Vendor, (ii) the Products and System shall perform as
          set forth in this Agreement or any SLA or any specifications provided
          by Vendor, (iii) that there is currently no actual or threatened suit
          by any third party based on an alleged violation of any patents,
          trademarks, trade secrets or other intellectual property rights by
          Vendor; (iv) the Products or System will not introduce any "back
          door," "time bomb," "Trojan horse," "worm," "drop dead device,"
          "virus," "preventative routines" or other computer software routines
          that permit access to or use of; disable, modify, damage or delete any
          data, computer hardware or other equipment or software operated or
          maintained by Reseller or Client(s); or perform any other such similar
          actions. Vendor warrants that there will be a minimum monthly uptime
          of 99.5% for the real time transaction portion of the Products. Vendor
          warrants that Products will be performed in a professional and
          workmanlike manner and will meet any specifications for the Products
          as set forth in Exhibit A or any SLA. Reseller may warrant to Client
          on behalf of Vendor the warranties set forth in this Section. VENDOR
          MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS OR ANY SERVICES
          AND DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF
          NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
          NOT OTHERWISE CONTAINED HEREIN.

<PAGE>

          Reseller shall not make any liability or warranty statement to any
          Client on behalf of Vendor that is broader than the warranties herein
          unless Vendor gives prior written consent for such statement; however,
          the parties acknowledge that from time to time a Client may ask for
          additional warranties in which case Vendor will cooperate with
          Reseller to provide same to Client if Vendor and Reseller mutually
          agree that such additional warranties are commercially reasonable,
          which additional warranties, if any, will be reflected in the relevant
          SLA.

     b.   The parties recognize that each SLA will include assumptions regarding
          Reseller's or Client's subcontractors, software, hardware, or related
          information systems, and such assumptions, to the extent feasible,
          will be recited in the SLA ("Assumptions"). To the extent that Vendor
          breaches the warranty set forth in Section 11(a)(ii) due to the
          failure of such an Assumption (where such failure is not caused by
          Vendor), Vendor's breach will be excused to the extent of such
          failure; however, Vendor shall notify Reseller as soon as practicable
          when it has knowledge of the potential of such failure and shall use
          commercially reasonable efforts to remedy the problem.

     c.   To the extent that Reseller is liable to Series A Investors (as
          defined in that certain Stock Purchase Agreement dated as of December
          22, 2000 between Vendor, Reseller and other investors (the "Stock
          Purchase Agreement")) under Section 6.1 of the Stock Purchase
          Agreement as a result of a breach of a representation or warranty made
          by Reseller under the SPA, and such breach would also be deemed a
          breach by Vendor under Section 11(a) of this Agreement, Reseller has
          no right to seek its rights against Vendor for a breach of such
          warranty or representation under Section 11(a) or terminate this
          Agreement pursuant to Section 13.

12.  Indemnification and Insurance.

     a.   Subject to Section 11(b), Vendor shall indemnify Reseller, its Clients
          and Reseller's officers, directors, agents and employees for liability
          resulting from (i) infringement by the Products or System of any
          patent or copyright, (ii) any breach by Vendor of a warranty statement
          Vendor may agree in writing is made to a Client pursuant to Section
          11, (iii) any breach by Vendor of a warranty statement made to
          Reseller hereunder, (iv) any breach by Vendor of its confidentiality
          obligations under Section 14, (v) grossly negligent acts or omissions
          of Vendor, (vi) damage to or distortion of any target site by Vendor,
          to the extent such damage or loss was within the control of Vendor;
          (vii) damage or loss of any Information or Data prior to its delivery
          to Reseller or its Client, to the extent such damage or loss was
          within the control of Vendor, (viii) any breach by Vendor of Vendor's
          privacy policy as then in effect or (ix) damage to any persons or
          physical property resulting from any event specified in (i) through
          (viii) immediately above, provided Vendor is notified promptly of any
          and all threats, claims and proceedings related thereto and given
          reasonable assistance and the opportunity to assume sole control over
          the defense and all negotiations for a settlement or compromise.
          Reseller will indemnify Vendor and its officers, directors, agents and
          employees from liability resulting from (i) warranties for Products it
          makes that are broader than those agreed to by Vendor, (ii) any breach
          by Reseller of a warranty statement made to Vendor hereunder, (iii)
          any breach by Reseller of its confidentiality obligations under
          Section 14, (iv) grossly negligent acts or omissions o Reseller, (v)
          damage to or distortion of any target site by Reseller, to the extent
          such damage or loss was within the control of Reseller; (vi) damage or
          loss of any Information or Data prior to its delivery to any Client,
          to the extent such damage or loss was within the control of Reseller
          (vii) any breach by Reseller of Reseller's privacy policy as then in
          effect or (viii) damage to any persons or physical property resulting
          from any event specified in (i) though (vii) immediately above;
          provided Reseller is notified promptly of any and all threats, claims
          and proceedings related thereto and given reasonable assistance and
          the opportunity to assume sole control over the defense and all
          negotiations for a settlement or compromise; Reseller will not be
          responsible for any settlement it does not approve in writing, which
          shall not be unreasonably withheld. If Vendor or Reseller change their
          privacy policy, each shall provide the other with written notification
          of such change 10 days prior to the implementation of such changed
          policies.

<PAGE>

     b.   Each party (the "Indemnifying Party") shall indemnify and hold
          harmless the other and its subsidiaries and affiliated companies,
          officers, employees, representatives and agents (the "Indemnified
          Parties") from and against claims (including employment-related claims
          brought by or on behalf of Indemnifying Party's employees or
          applicants for employment), actions, demands, damages, losses and
          expenses, including but not limited to attorney's fees, judgments,
          costs and settlements arising out of or resulting directly or
          indirectly from the services and support being provided hereunder, to
          the extent caused in whole or in part by acts or omissions of the
          Indemnifying Party, its employees, agents or representatives. The
          Indemnifying Party shall discharge the Indemnified Parties of all the
          obligations of an employer under any federal, state and local laws,
          regulations or ordinances now or hereafter in force, including, but
          not limited to, those relating to taxes, unemployment compensation or
          insurance, social security, worker's compensation or insurance,
          pension, tax withholding, and including the filing of all returns and
          reports required of an employer and the payment of all taxes,
          assessments and contributions and other sums required of an employer.
          The Indemnifying Party shall indemnify and hold the Indemnified
          Parties harmless against the paying of any such payments. The
          Indemnified Party shall have no obligation whatsoever to make
          payments, payroll deductions or other payments or contributions
          required to be made to any governmental agencies or taxing authorities
          on account of any services rendered pursuant to this Agreement.

     c.   For and during the Term, Vendor shall secure and maintain at its own
          expense insurance of the following types and amounts:

          1.   Commercial General Liability Insurance in an amount of not less
          than $1,000,000 per occurrence, subject to a $2,000,000 aggregate
          covering, without limitation, bodily injury (including death),
          personal injury, defamation, property damage including, and without
          limitation, all contractual liability for such injury or damage
          assumed by Vendor under this Agreement. This policy shall include
          products/completed operations coverage; and 2. Claims Made Annual
          Aggregate Errors and Omissions in an amount of not less than
          $1,000,000.

13.  Termination, Survival, and Termination Liability.

     a.   This Agreement shall continue in effect from the Effective Date for
          the Term If either party is in material breach of this Agreement, the
          non-breaching party may provide a written notice to the breaching
          party specifying the nature of the breach. The breaching party shall
          have thirty (30) days from receipt of such written notice to cure the
          material breach. If the breaching party does not cure the breach
          within such period, the non-breaching party may terminate this
          Agreement by providing the breaching party with written notice of
          termination, which written notice shall include the effective date of
          such termination. Sections 2 (b and d), 3e (to the extent such
          sections explicitly survive the Term) and Sections11-21 and all
          accrued rights to payment shall survive the termination of this
          Agreement. Upon expiration of this Agreement, both parties will
          continue to honor executed SLAs pursuant to the terms hereof, provided
          that Reseller continues to pay all applicable fees therefor.

     b.   All rights, licenses and sublicenses granted under or pursuant to this
          Agreement by Vendor to Reseller are, and shall otherwise be deemed to
          be, for purposes of Section 365(n) of the Bankruptcy Code, or any
          similar provision under foreign law, licenses of rights to
          "intellectual property" as defined under Section 101 of the Bankruptcy
          Code or any similar provision under foreign law. The parties agree
          that Reseller, as a licensee of such rights under the Agreement, shall
          retain and may fully exercise all of its rights and elections under
          the Bankruptcy Code or any similar provision under foreign law. The
          parties further agree that, in the event of the commencement of a
          bankruptcy proceeding by or against Vendor under the Bankruptcy Code
          or any similar provision under foreign law, Reseller shall be entitled
          to a complete access to any such intellectual property and all
          embodiments of such intellectual property, and the same, if not
          already in its possession, shall be promptly delivered to Reseller
          upon Reseller's written request (i)

<PAGE>

         upon any such commencement of a bankruptcy proceeding, unless Vendor
         elects to continue to perform all of its obligations under this
         Agreement; or (ii) if not delivered under (i) above, upon the rejection
         of this Agreement by or on behalf of Vendor.

     c.  Vendor will provide a copy of that part of the System which it hosts,
         including all Client data ("OLAP") to Iron Mountain (or its successor
         in interest) for Iron Mountain to act as an escrow agent to hold OLAP
         in trust for the benefit of Reseller. During the Term, Vendor will
         update the OLAP in such escrow every ninety days. For one year
         following termination of this Agreement, Vendor will keep a copy of the
         OLAP, as it exists on the date of termination of this Agreement, in
         escrow with Iron Mountain. Notwithstanding the foregoing, during the
         Term, Vendor shall only be obligated to maintain and store in escrow
         with Iron Mountain the most recent 24 months of OLAP. The terms of the
         escrow will provide that Iron Mountain will provide the escrowed copy
         of OLAP to Reseller in the event that Reseller certifies in writing to
         Iron Mountain that (i) a receiver has been appointed for Vendor or its
         material assets; (ii) Vendor has made an assignment for the benefit of
         its creditors or has sought relief under any bankruptcy, insolvency or
         debtor's relief law; (iii) proceedings have been commenced against
         Vendor, under any bankruptcy, insolvency or debtor's relief law, and
         such proceedings have not been vacated or set aside within sixty (60)
         days after the date of commencement thereof; (iv) Vendor has been
         liquidated, dissolved or ceased operations; or (v) Vendor has not
         performed its material obligations to Reseller and Clients, such
         non-performance has continued beyond all applicable cure periods and
         such non-performance is directly related to Vendor's then current and
         foreseeable continuing financial distress. Vendor and Client will enter
         into an escrow agreement within thirty days of the Effective Date with
         Iron Mountain as reasonably necessary to effect the foregoing.

     d.  Vendor and Reseller will enter into an agreement with Vendor's hosting
         service ("Host") who hosts the portion of the System other than OLAP
         ("Real Time System"), such that if Reseller certifies in writing to
         such Host that (i) a receiver has been appointed for Vendor or its
         material assets; (ii) Vendor has made an assignment for the benefit of
         its creditors or has sought relief under any bankruptcy, insolvency or
         debtor's relief law; (iii) proceedings have been commenced against
         Vendor, under any bankruptcy, insolvency or debtor's relief law, and
         such proceedings have not been vacated or set aside within sixty (60)
         days after the date of commencement thereof; (iv) Vendor has been
         liquidated, dissolved or ceased operations; or (v) Vendor has not
         performed its material obligations to Reseller and Clients, such
         non-performance has continued beyond all applicable cure periods and
         such non-performance is directly related to Vendor's then current and
         foreseeable continuing financial distress, then Host will provide
         hosting services of the Real Time System for the benefit of Reseller
         and Clients, at their direction and at their cost.

     e.  Vendor warrants that the software and data described in Sections 13 (c
         and d), are all the software and data that Reseller would require to
         provide the Products to third parties.

14.  Confidentiality and Intellectual Property.

     Each party acknowledges that it may obtain from the other party certain
     business, technology, financial, client, or other information during the
     course of this Agreement, including ideas, business plans, pricing and
     marketing and sales strategies, and other materials and information
     regarding the other party's business operations, technology, or clients
     (the "Proprietary Information"). Each party shall at all times keep and
     maintain the confidentiality of all Proprietary Information of the other
     party and the other party's clients, and shall not use or reproduce such
     Proprietary Information except for the purposes provided herein and shall
     not disclose any Proprietary Information to any third party. Each party may
     disclose the other party's Proprietary Information solely to employees and
     subcontractors that have a need to know and that are bound by non-use and
     non-disclosure obligations no less restrictive than those set forth in this
     Section. The receiving party shall not be obligated under this Section with
     respect to information the receiving party can document: (a) is or has
     become readily publicly available without restriction through no fault of
     the receiving party or its employees or agents; or (b) is received without
     restriction from a third party lawfully in possession of such information
     and lawfully empowered to disclose such information; (c) is rightfully in
     the possession of the receiving

<PAGE>

     party (where such possession is not the result of prior relationships
     between Vendor and Reseller) without restriction prior to its disclosure by
     the other party; or (d) is independently developed by the receiving party
     without use of the disclosing party's Proprietary Information. The
     receiving party may make disclosures required by law or court order
     provided the receiving party uses reasonable efforts to limit disclosure
     and to obtain confidential treatment. The parties acknowledge that breach
     of this Section by the receiving party shall cause the disclosing party
     irreparable harm and therefore, in addition to any other remedies, the
     disclosing party shall be entitled to equitable or injunctive relief as a
     remedy for such breach. Both parties recognize that the Information and
     Data may belong to the Client and is confidential. Vendor will comply with
     any and all reasonable security precautions established by a Client in
     Vendor's performance of an SLA. In addition, each party shall ensure that
     all of its employees assigned to perform services and support under this
     Agreement are aware that it is bound by the foregoing and each party shall
     advise all of these persons of the importance of strict compliance with its
     provisions. Each party shall inform all of its representatives, agents,
     subcontractors and assignees, if any, of these requirements and require
     their adherence to the foregoing.

15.  Software.

     Any software incorporated into or provided for use in a Product (excluding
     the Interface) is not sold, but rather is licensed solely for use in that
     Product. Such license is non-exclusive and sublicensable but does not
     include the right to (and Reseller will not) modify, reverse engineer,
     incorporate or use in any other works, create derivatives of, or copy any
     portion of such software. Otherwise the Reseller's use of the Software will
     be governed by the terms of the License set forth in Exhibit B.

16.  Limited Liability.

     NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY WITH RESPECT TO ANY SUBJECT
     MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY
     OR OTHER LEGAL OR EQUITABLE THEORY FOR THE GREATER OF (A) ANY AMOUNTS IN
     EXCESS IN THE AGGREGATE OF THE AMOUNTS PAID TO VENDOR HEREUNDER DURING THE
     TWELVE MONTH PERIOD PRIOR TO DATE THE CAUSE OF ACTION AROSE (PLUS IN THE
     CASE OF RESELLER, THE AMOUNTS DUE HEREUNDER) OR (B) $2.0 MILLION (PLUS IN
     THE CASE OF RESELLER, THE AMOUNTS DUE HEREUNDER). IN NO EVENT SHALL EITHER
     PARTY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR COST OF
     PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. NEITHER PARTY
     SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS
     REASONABLE CONTROL OR FOR ANY ALLOCATION OF PRODUCTS OR SERVICES BETWEEN
     ITS CLIENTS IN THE EVENT OF A SHORTAGE. NOTHING IN THIS PARAGRAPH SHALL
     SERVE TO LIMIT EACH PARTY'S INDEMNITY OBLIGATIONS FOR THIRD PARTY CLAIMS
     UNDER SECTION 12 OR ANY DAMAGES ARISING OUT OF A BREACH OF SECTION 14.

17.  Beta Testing.

     When the Vendor develops new trafficking products, Vendor may ask whether
     Reseller would like to participate in the test group before the products
     and services are fully launched.

18.  Export Control.

     Each party shall be responsible for: (a) complying with all export
     restrictions, laws and regulations; (b) securing all permits and other
     licenses necessary to carry out its obligations under this Agreement; and
     (c) paying all tariffs, duties and the like, associated with its export of
     any goods or the use of any information in connection with the Products.

<PAGE>

19.  Non- Solicitation and Non-Compete.

     a.  During the Term and ending on the first anniversary of the termination
         or expiration of this Agreement in accordance with its terms, each
         party agrees that it will not directly or indirectly, solicit or
         attempt to solicit for employment any persons employed by the other
         party during such period.

     b.  Reseller shall not (i) develop technology that competes with Vendor's
         Products; or (ii) pitch business or enter into an agreement with a
         third party that owns technology that competes with Vendor's Products
         and the purpose of such agreement is to compete with Vendor's Products.

     c.  Notwithstanding anything contained in Section 19(b), Reseller shall not
         be prohibited from working with any third party that provides
         technologies or services competitive to Vendor's Products for a
         particular Client if:

                  i.     such third party has been selected by or engaged by
                         such Client and Reseller informed Vendor that such
                         Client has selected or engaged, or is going to select
                         or engage, such third party;

                  ii.    such Client terminates any SLA for the provision of
                         Products as a result of Vendor's continued failure,
                         after all applicable cure periods, to provide the
                         Products in accordance with the specifications and
                         warranties contained in the applicable SLA or this
                         Agreement, if applicable;

                  iii.   Vendor refuses to accept an SLA for such Client despite
                         the fact that the proposed pricing for the Products
                         proposed to be covered thereby would be at least equal
                         to the then lowest, non-promotional price (with a
                         promotional price being as set forth in Article 3a
                         above) at which Vendor provides such Products to any
                         third parties under substantially the same terms and
                         conditions;

                  iv.    such Client's technology or other business requirements
                         cannot be met or satisfied by the Products; provided
                         Reseller advised Vendor of such requirements and worked
                         with Vendor to determine that the Products could not
                         meet such requirements;

                  v.     such third party is (x) DoubleClick, 24/7 or any entity
                         that is engaged in the business of serving online
                         advertising, sending or providing email lists, and (y)
                         the work primarily involves products that do not
                         compete with the Products, and such non-competitive
                         products cannot be purchased separately from
                         competitive products purchased;or

                  vi.    Reseller was working with such third party prior to the
                         Effective Date for that particular Client, in which
                         case, Reseller shall notify Vendor of same within
                         thirty (30) days of the Effective Date;

     d.  The non-compete set forth in Section 19(b) shall terminate and become
         null and void upon the earlier of the following events:

                  i.     Six months after the termination this Agreement if such
                         termination occurs before the first anniversary of this
                         Agreement; provided, however, that Reseller and Vendor
                         agree to work together at their own expense during this
                         six month period to ensure that, if needed, Reseller's
                         Clients are provided, through a third party, a solution
                         similar to that provided by Vendor.

                  ii.    Upon the termination or expiration of this Agreement if
                         such termination or expiration occurs on or after the
                         first anniversary of this Agreement.

<PAGE>

     e.  In the event of a Change of Control of Reseller the non-compete set
         forth in Section 19(b) will only apply to the business of Reseller as
         conducted by Reseller immediately prior to the Change of Control.
         Change of Control shall mean the occurrence of any of the following
         events: (i) the consummation of a merger or consolidation of Reseller
         with any other corporation, other than a merger or consolidation which
         would result in the voting securities of Reseller outstanding
         immediately prior thereto continuing to represent (either by remaining
         outstanding or by being converted into voting securities of the
         surviving entity) at least fifty percent (50%) of the total voting
         power represented by the voting securities of Reseller or such
         surviving entity outstanding immediately after such merger or
         consolidation; (ii) the consummation of the sale or disposition by
         Reseller of all or substantially all of Reseller's assets; or (iii) any
         person (as such term is used in Section 13(d) of the Securities
         Exchange Act of 1934, as amended) becomes the beneficial owner (as
         defined in Rule 13d-3 under said Act), directly or indirectly, of
         securities of Reseller representing fifty percent (50%) or more of the
         total voting power represented by Reseller's then outstanding voting
         securities.

     f.  Vendor acknowledges that Reseller provides advice and counseling to its
         Clients regarding the various services and products that such Client
         should purchase to realize the full value of a program, project or
         investment. In that role, Reseller is expected by its Clients to
         provide such advice based on its objective assessment of various
         products and services, irrespective of any relationship, financial or
         otherwise, Reseller may have with a vendor. Notwithstanding Section 19
         or 2(a), Vendor acknowledges that if its Products cannot satisfy the
         business requirements of a Client, from time to time Reseller may
         proceed in a manner that it deems necessary to fulfill its obligations
         to such Client even if that means selecting another vendor; provided,
         that, such instances will not adversely impact Vendor's status as
         Reseller's preferred vendor for Products and Reseller will provide
         notice to Vendor of Reseller's selection of such other vendor, should
         Reseller not be bound by obligations of confidentiality which prevents
         such disclosure.

     g.  Vendor acknowledges that from time to time a third party that owns
         technology that competes with Vendor's Products will approach Reseller
         to pitch business to a Client or a Client Prospect. If Reseller desires
         to pursue such business, to the extent not otherwise permitted under
         Section 19, Reseller will advise Vendor of such opportunity, Vendor and
         Reseller will discuss such opportunity and Vendor will consider
         releasing Reseller from its obligations under Section 19, taking into
         consideration the importance of such opportunity to Reseller and the
         impact such opportunity may have on the preferred relationship between
         Vendor and Reseller.

20.  Independent Contractor.

     Nothing herein shall be deemed to create an employment relationship between
     Vendor and Reseller, or between any of Vendor's employees and Reseller.
     Vendor is and shall function as an independent contractor, not as an
     employee or agent of Reseller, in performing its obligations under this
     Agreement. Vendor shall have the sole and exclusive responsibility for
     selecting its employees who are assigned to perform the Services, subject
     only to Reseller's right to reject the assignment of any Vendor employee to
     support Reseller in accordance with Section 5 hereof, for supervising these
     employees in their day to day activities, for determining whether and when
     any employee should be disciplined, and for applying and administering any
     discipline deemed appropriate. Vendor shall also have the sole and
     exclusive responsibility for determining the wage rates and fringe benefit
     plans applicable to the employees assigned to perform the services and
     support required hereunder. Further, Vendor shall have the sole and
     exclusive responsibility for making appropriate deductions from its
     employees' wages and ensuring that all federal, state and local laws are
     complied with in connection with the employment relationship and all
     obligations flowing from it. All employees assigned by Vendor to perform
     services shall be employees, freelancers or agents of Vendor only, and
     shall have no employment or agency relationship with Reseller.

<PAGE>

21.  General.

     a.  Any notice required or permitted under this Agreement shall be in
         writing and shall be deemed given (a) if by hand delivery, upon receipt
         thereof, (b) if mailed, three (3) days after deposit in the United
         States mails, postage prepaid, certified mail, return receipt
         requested, (c) if by facsimile transmission, upon electronic
         confirmation thereof, or (d) if by next day delivery service, upon
         such delivery. All notices shall be addressed as follows (or to such
         other address as either party may in the future specify in writing to
         the other):

         In the case of Reseller:          In the case of Vendor:

         Modem Media, Inc.                 CentrPort, Inc.
         230 East Avenue                   450 Post Road East
         Norwalk, CT 06855                 Westport, CT 06880
         Attn: CFO                         Attn: CEO
         Fax: 203 299 7462                 Fax: 203 341 8050
         Copy: to General Counsel          Copy: to Walter A. Wright, III, Esq.
         Fax: 203 299 7461                 Fax: 617-556-3889

     b.  All correspondence between Vendor and a Client or a Client Prospect
         shall be copied to the Reseller Account Manager of that Client or
         Client Prospect.

     c.  Neither party shall have any right or ability to assign, transfer, or
         sublicense any obligation or benefit under this Agreement except to
         majority owned subsidiaries (which assignment, transfer or sublicensing
         shall not relieve the assigning, transferring or sub-licensing party of
         its obligations hereunder), and any attempt to so assign or transfer
         shall not have effect and shall be null and void.

     d.  The failure of either party to enforce its rights under this Agreement
         at any time for any period shall not be construed as a waiver of such
         rights.

     e.  This Agreement supersedes all proposals, oral or written, all
         negotiations, conversations, or discussions and prior agreements,
         written or oral, between or among the parties relating to the subject
         matter of this Agreement, including that certain Reseller Agreement
         dated as of December 22, 2002, and all past dealing or industry custom.

     f.  No changes or modifications or waivers are to be made to this Agreement
         unless evidenced in writing and signed for and on behalf of both
         parties.

     g.  In the event that any provision of this Agreement shall be determined
         to be illegal or unenforceable, that provision will be limited or
         eliminated to the minimum extent necessary so that this Agreement shall
         otherwise remain in full force and effect and enforceable.

     h.  This Agreement shall be governed by and construed in accordance with
         the laws of the State of Connecticut (without regard to the conflicts
         of laws provisions thereof or the UN Convention on the International
         Sale of Goods). In any action or proceeding to enforce rights under
         this Agreement, the prevailing party will be entitled to recover costs
         and attorneys fees.

     i.  If the terms and conditions set forth in this Agreement are in conflict
         with the terms and conditions of any SLA in effect prior to the
         Effective Date, the terms and conditions of the SLA shall govern,
         except with respect to any warranties or indemnifications in which case
         the warranties and indemnifications set forth in this Agreement shall
         govern. If the terms and conditions set forth in this Agreement are in
         conflict with the terms and conditions of any SLA in effect after the
         Effective Date, the terms and conditions of this Agreement shall
         govern.

<PAGE>

     j.  To the extent permitted by Clients and to the extent it is consistent
         with Reseller's complete business needs and requirements, Reseller will
         work with Vendor to issue a press release upon execution of this new
         agreement and upon all projects entered into with Clients.

                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

<PAGE>

The signature of the parties herein below indicates their acceptance of these
terms and conditions.

Reseller:

By: /s/ Frank J. Connolly, Jr.
Name: Frank J. Connolly, Jr.
Title: Chief Financial Officer

Vendor:

By: /s/ William Zierolf
Name: William Zierolf
Title: President and CEO