EXHIBIT 10.26

PORTIONS  OF  THIS  EXHIBIT  HAVE  BEEN  OMITTED   (BASED  UPON  A  REQUEST  FOR
CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 24b-2.

                                NETCENTIVES INC.

                     INCENTIVES MANAGEMENT PROGRAM AGREEMENT


         This  Incentives  Management  Program  Agreement (the  "Agreement")  is
entered into between  Netcentives  Inc., a Delaware  corporation with offices at
475  Brannan  Street,  San  Francisco,   California  94107  ("Netcentives")  and
ValueStar, Inc., a California corporation with offices at 360 22nd Street, Suite
210,  Oakland,  California  94612  ("ValueStar")  and shall be effective for all
purposes as of May 9, 2000 (the "Effective Date").

                                    RECITALS

         WHEREAS,  Netcentives has developed an  Internet-based,  custom loyalty
program based on a private currency,  administered by Netcentives on behalf of a
client,  in which points or incentives  are awarded to Internet  end-users  (the
"Incentives Management System");

         WHEREAS,    ValueStar   maintains   a   site   on   the   Internet   at
http://www.valuestar.com  (the "ValueStar  Site") and other  properties owned or
managed by ValueStar,  which  provides an online  customer  satisfaction  rating
service for local service and professional businesses to Internet end-users;

         WHEREAS,  ValueStar wishes to implement a web-based loyalty  incentives
program as set forth herein;

         WHEREAS, Netcentives wishes to license the Incentives Management System
to ValueStar,  and ValueStar wishes to license the Incentives  Management System
from Netcentives; and

         NOW  THEREFORE,  in  consideration  of the  foregoing  and  the  mutual
consideration provided for herein, the parties hereby agree as follows:

                                    SECTION I
                                   DEFINITIONS

         For  purposes of this  Agreement,  the  following  terms shall have the
following meanings:

         1.1  "Affiliate" of an entity means any other entity that controls,  is
controlled by or is under common control with such entity, where "control" means
having  the right to vote a  majority  of the  shares  of  voting  stock of such
entity.

         1.2 "Breakage"  means the  Redemption  Point Value of Points which have
been credited to a Consumer Account,  but which have expired prior to redemption
for a Reward.

         1.3  "Business  Days"  means  any  weekday  other  than  one  on  which
California banks are required or authorized to remain closed.


                                      -1-

<PAGE>


         1.4 "ClickMiles" means the currency of the ClickRewards Program.

         1.5  "ClickRewards  Program" means the branded consumer loyalty network
provided by Netcentives which is currently located at  www.clickrewards.com,  in
which end users can accrue ClickMiles and redeem them for a variety of goods and
services.

         1.6  "Confidential  Information"  means  any  proprietary  information,
technical data, or know-how,  including,  but not limited to, that which relates
to Consumers,  research, product plans, products, services,  customers, markets,
software, developments,  inventions,  processes, designs, drawings, engineering,
hardware  configuration  information,  marketing or finances of a party, and any
other  information  which is (A) reasonably  understood to be  confidential  and
proprietary, (B) designated in writing to be confidential or proprietary, or (C)
if given orally, is identified in writing as confidential or proprietary  within
30 days of the time of  disclosure.  Confidential  Information  does not include
information,  technical  data  or  know-how  which  (i)  is  rightfully  in  the
possession of the receiving  party at the time of  disclosure,  (ii) prior to or
following  the time of disclosure  becomes part of the public domain  through no
fault of the receiving party  hereunder,  or (iii) is approved by the disclosing
party, in writing, for release.

         1.7  "Consumer  Account"  means  the  Points  deposit  account  held by
Netcentives for the benefit of a Consumer,  which holds such  Consumer's  Points
until such Points are redeemed or expired.

         1.8 "Consumer(s)" means Members together with End-Users.

         1.9 "Contract  Year" means the one year period  beginning on the Launch
Date, and each consecutive one year period thereafter during the Term.

         1.10 "Direct Competitor of Netcentives" means: (a) any entity listed in
Exhibit  J,  and/or  (b) any  Affiliate  of any  entity  listed  in  Exhibit  J.
Netcentives  may amend Exhibit J no more than once per Quarter with  ValueStar's
prior written consent, which will not be unreasonably withheld or delayed.

         1.11 "Direct  Competitor of ValueStar"  means: (a) any entity listed in
Exhibit K, and/or (b) any Affiliate of any entity listed in Exhibit K. ValueStar
may  amend  Exhibit  K no more than once per  Quarter  with  Netcentives'  prior
written consent, which will not be unreasonably withheld or delayed.

         1.12 "Earn Catalog" means the catalog of Points earning  opportunities,
which  includes a description of each  Qualifying  Activity  (including  product
purchase  price or action  required)  and the number of Points to be awarded for
each Qualifying Activity.

         1.13 "End-User" means any Internet end-user,  who is not a Member, that
transacts with ValueStar pursuant to a Promotion.

         1.14  "Guaranteed   Commitment"  means  ValueStar's   minimum  payments
commitment set forth in Section 4.6 below.

         1.15 "Launch Date" means the first day on which the  ValueStar  Program
is implemented and made available for Consumer participation.


                                      -2-

<PAGE>


         1.16  "Licensed   Software"  means  the  Netcentives  Inc.   Incentives
Management Services Client Software, in object code form only, made available to
ValueStar by Netcentives,  and any documentation  provided  therewith.  The term
"Licensed  Software"  shall  also  include  source  code  solely  to the  extent
Netcentives, in its sole discretion, provides source code to ValueStar.

         1.17 "Manual" means the guide published by Netcentives, as amended from
time to time,  subject to  ValueStar's  prior  consent,  not to be  unreasonably
withheld or delayed,  currently  entitled  "Incentives  Management System Policy
Manual," which  contains the operating  restrictions  on Promotions,  as well as
security  provisions  and  customer  service  policies  for both  ValueStar  and
Netcentives,  a copy of which  (effective as of the Effective  Date) is attached
hereto as Exhibit B.

         1.18 "Master Account" means ValueStar's primary Points deposit account,
which holds all Points  purchased by ValueStar until such Points are transferred
to a Promotion Account.

         1.19 "Member Data" means the personal  information relating to Members,
including  Member names and e-mail  addresses,  and other  personal  identifying
information relating to Members.

         1.20 "Member Information Database" means the database containing Member
information,  including  the  Member  Data  and  a  frequency  database  storing
information relating to Consumer Accounts, including Point balances.

         1.21  "Member"  means any  individual  enrolled in and in good standing
with the ValueStar Program.

         1.22 "Minting"  means the process by which  Netcentives  creates Points
and credits such Points to ValueStar's Master Account.

         1.23 "Netcentives  Marks" means the trademarks and logos of Netcentives
set  forth  in  Exhibit  A2  attached  hereto,  as the same  may be  amended  by
Netcentives from time to time upon notice to ValueStar.

         1.24 "Netcentives Site" means Netcentives' corporate web site currently
located  at  http://www.netcentives.com,  and any  successor  and  mirror  sites
thereof.

         1.25 "Patents" means United States Patent  #5,774,870,  issued June 30,
1998,  entitled  "Fully  Integrated,  On-Line  Interactive  Frequency  and Award
Redemption  Program",  and United States Patent #6,009,412,  issued December 28,
1999,  entitled  "Fully  Integrated,  On-Line  Interactive  Frequency  and Award
Redemption Program".

         1.26 "Points" means the points accrued by Consumers under the ValueStar
Program.

         1.27  "Promotion  Account"  means the Points deposit  account,  held by
Netcentives  for the benefit of ValueStar or a ValueStar  Merchant,  which holds
all Points for a specific  Promotion  until  such  Points are  distributed  to a
Consumer, or following the scheduled expiration of a Promotion, transferred back
into the Master Account.

         1.28 "Promotion"  means a promotional or incentive program conducted by
ValueStar or by a ValueStar Merchant for the issuance of Points to Consumers.


                                      -3-


<PAGE>


         1.29  "Qualifying  Activity"  means the activity (ies) for which Points
are awarded to  Consumers in exchange  for their  participation  in a Promotion,
which may  include,  without  limitation,  the online or  off-line  purchase  of
products or services from ValueStar or ValueStar  Merchants,  or the fulfillment
of a given activity such as  registration  for a service offered by ValueStar or
ValueStar Merchants.

         1.30 "Quarter" means the three (3) month period  beginning on the first
day of the  first  Contract  Year,  and  each  consecutive  three  month  period
thereafter during the Term.

         1.31  "Redemption  Price"  for a Reward  means  the  number  of  Points
required to redeem such Reward as set forth in Section 3.6(C).

         1.32  "Reversals  and  Adjustments"  means  the  return  transfer  to a
ValueStar  Account of all (for  Reversals)  or a portion  (for  Adjustments)  of
Points previously awarded to a Consumer Account pursuant to a Promotion.

         1.33 "Reward(s)" means awards, which may be goods and/or services,  for
which Consumers may redeem Points.

         1.34 "Rewards  Catalog"  means the catalog of Rewards,  which  contains
descriptions of the Rewards and the Redemption Price for each Reward.

         1.35 "RPV" or "Redemption Point Value" means the value per Point that a
Member receives upon redemption for Rewards.

         1.36 The  "Sale"  of a party  means  the  sale by such  party of all or
substantially  all of its assets to another  entity,  or the acquisition of such
party by another entity by means of merger,  consolidation or other  transaction
as a result  of  which  shareholders  of such  party  immediately  prior to such
transaction no longer hold a majority of voting power of such party,  after such
sale, merger, consolidation, or other transaction.

         1.37 "Software  License" means the royalty-free  license  agreement for
use of the Licensed Software,  entitled  "Netcentives Inc. Incentives Management
System Client Software License Agreement", attached hereto as Exhibit E.

         1.38  "Term"  shall have the  meaning  given it in Section  5.1 of this
Agreement.

         1.39 "ValueStar's Account(s)" means,  collectively,  the Master Account
and all  Promotion  Accounts  held by  Netcentives  for the benefit of ValueStar
pursuant to this Agreement.

         1.40 "ValueStar  Marks" means the trademarks and logos of ValueStar set
forth in Exhibit A1  attached  hereto,  as the same may be amended by  ValueStar
from time to time upon notice to Netcentives.

         1.41  "ValueStar  Merchant"  means a  third  party  participant  in the
ValueStar  Program who has entered into a binding  agreement  with ValueStar for
the purchase and distribution of Points to Consumers pursuant to Promotions.


                                      -4-

<PAGE>


         1.42 "ValueStar  Partners" means  collectively the ValueStar  Merchants
and the ValueStar Suppliers.

         1.43  "ValueStar  Program"  means  the  Incentives  Management  System,
implemented and maintained by Netcentives on behalf of ValueStar.

         1.44 "ValueStar Properties" means all properties, ventures and services
worldwide  marketed  under  the  ValueStar  Brand  Features  including,  without
limitation,  the ValueStar Site and all other properties,  ventures and services
which ValueStar owns, operates, or manages during the Term.

         1.45  "ValueStar  Supplier"  means a third party who has entered into a
binding agreement with ValueStar to supply Rewards for the ValueStar Program.



                                   SECTION II
                               TECHNOLOGY LICENSES

         2.1 Patent License.  During the term of this Agreement,  and subject to
the  terms  and  conditions  contained  herein,  Netcentives  hereby  grants  to
ValueStar  a  non-exclusive,  non-transferable  license  (without  the  right to
sublicense)  under the  Patents,  to use,  operate and  display  the  Incentives
Management  System on the web pages of the  ValueStar  Site solely to the extent
necessary  to fulfill its  obligations  related to  operation  of the  ValueStar
Program, and strictly in accordance with the terms of this Agreement.  ValueStar
agrees to display a notice of the patent license  ("Licensed  under U.S.  Patent
Nos. 5,774,870 and 6,009,412", or similar language), in a prominent place on the
primary  web  pages  of the  ValueStar  Program,  to the  extent  necessary  for
Netcentives to satisfy the notice requirements set forth in 35 U.S.C. ss.287 and
applicable case law.

         2.2  Software  License.  ValueStar  agrees  that it shall  execute  the
Software  License on the Effective  Date of this  Agreement.  In the case of any
conflict between this Agreement and the Software  License,  this Agreement shall
control.

         2.3 ValueStar  Merchant  Software.  Netcentives shall either deliver or
make available the Licensed Software to each ValueStar Merchant,  subject to the
prior execution by such ValueStar  Merchant of the Netcentives  Inc.  Incentives
Management  System Client Software License  Agreement,  in the form set forth in
Exhibit H, attached  hereto (the "Merchant  Software  License").  ValueStar will
provide the  Netcentives  legal  department with executed copies of the Merchant
Software  License  Agreement  prior to  requesting  the delivery of the Licensed
Software to a given ValueStar Merchant.



                                   SECTION III
               VALUESTAR PROGRAM IMPLEMENTATION AND ADMINISTRATION

         3.1  Launch.  ValueStar  shall  deliver the  deliverables  set forth in
Exhibit I in accordance  with the schedule and  requirements  set forth therein.
Subject to ValueStar's  timely delivery of such  deliverables in accordance with
the  schedule and  requirements  set forth in Exhibit I,  Netcentives  agrees to
deliver the deliverables set forth on Exhibit L (the "Netcentives Deliverables")
in accordance with the schedule set forth therein. The parties each agree to use
all  commercially  reasonable  efforts to


                                      -5-


<PAGE>


implement and launch the ValueStar  Program by June 30, 2000, or such other date
as may be mutually agreed upon by the parties (the "Target Launch Date").

         3.2 Branding.  The ValueStar  Program will be named "ValueStar  Ratings
Rewards".  ValueStar  shall  retain  all  ownership  rights in and to such name,
together with all intellectual  property rights therein. On any web pages of the
ValueStar  Properties  associated  with the (i)  registration  of Members,  (ii)
redemption of Points by Members,  (iii) a description of the ValueStar  Program,
and (iv) other  appropriate  pages mutually agreed to by the parties,  including
without  limitation  the Earn  Catalog  (collectively,  the  "ValueStar  Program
Pages"),   Netcentives   shall  receive  an  attribution   stating  "Powered  by
Netcentives" or some similar,  mutually  agreeable  language.  The placement and
prominence  of such  attribution  shall be  comparable  to that of other primary
ValueStar partners within the ValueStar Site.

         3.3 Points.


                  (A) Point  Value.  The  Redemption  Point Value (RPV) shall be
deemed to be  *****.  This RPV may not be  changed  without  the  prior  written
approval of Netcentives.

                  (B) No Exchange  for Cash.  Subject to Section  3.3(C)  below,
Points  distributed to Consumers may not be refunded or exchanged for cash value
or for any  other  currency,  except as agreed in  writing  by both  parties  in
advance on a case-by-case basis.

                  (C) Redemption of Points for ClickMiles.

                      (i) Consumers may redeem Points for ClickMiles.  As of the
Effective  Date,  ClickMiles  are redeemable for frequent flyer miles on certain
airlines, in addition to merchandise.  Notwithstanding the foregoing,  ValueStar
acknowledges  that the  redemption of ClickMiles for frequent flier miles and/or
certain  merchandise may be subject to additional  restrictions,  and redemption
options generally  available in exchange for ClickMiles may not be available for
ClickMiles  received  through  redemption  of  Points  in  connection  with this
Agreement.  Netcentives  will use  commercially  reasonable  efforts  to provide
notice to ValueStar of such  restrictions  prior to  implementation of ValueStar
promotions.  Redemption options with respect to ClickMiles may be subject to the
approval of the  applicable  supplier.  Where  supplier  approval is  necessary,
Netcentives  will use  reasonable  commercial  efforts  to obtain it. Any use of
airline  trademarks  and names will be subject to the  airline's  prior  written
approval.  Netcentives  reserves  the  right to make  changes  to the  goods and
services in the ClickRewards  Program redemption catalog at its sole discretion.
Any text  regarding  ClickMiles  and  ClickRewards  appearing  on the  ValueStar
Properties is subject to  Netcentives'  prior written  approval.  ValueStar will
provide information  regarding the ClickRewards  Program, the text of which will
be provided by Netcentives  subject to ValueStar's  reasonable  approval,  which
will be included prominently near the ClickMiles redemption opportunity.


* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.


                                      -6-

<PAGE>



                      (ii)  The   conversion   rate  for  ValueStar   Points  to
ClickMiles  will be as follows:  one (1) ClickMile  may be obtained  through the
Rewards  Catalog in  exchange  for the number of Points  whose  total RPV equals
***** (the "Conversion Price"). Members may obtain one (1) ClickMile through the
Rewards  Catalog in exchange  for the number of Points  whose total RPV equals $
***** (the "Member Conversion  Price"),  and ValueStar shall pay Netcentives the
difference  between the Conversion Price and the Member Conversion Price for any
Points converted to ClickMiles.

                  (D)  Expiration  of  Points.  Subject to  Sections  5.3 - 5.5,
Points will expire on December 31 of the calendar year that is ***** years after
the year in which such Points were earned and  transferred  from the  applicable
Promotion  Account to the  applicable  Consumer  Account.  (For example,  Points
earned and transferred from the applicable  Promotion  Account to the applicable
Consumer Account on ***** will expire on *****.)

                  (E)   Cancellation  of  Points.   Any  Points  which  are  not
distributed to a Consumer Account within ***** months after the date such Points
are Minted shall be cancelled ("Cancelled Points").  Upon any such cancellation,
the number of the  Cancelled  Points shall be deducted  from the Master  Account
balance or any applicable Promotion Account balance.

                  (F) Manual.  The terms of the Manual shall at all times govern
the  conduct  of  Promotions  and the  distribution  of  Points,  and are hereby
incorporated  herein by  reference.  In the case of any  conflict  between  this
Agreement and the Manual, this Agreement shall control.

                  (G) Distribution of Points.  ValueStar shall only award Points
to  Consumers  in  exchange  for  their  participation  in  Promotions,  and  in
accordance with the terms of the Manual.

         3.4 Promotions.

                  (A)  Implementation  of  Promotions.  For each new  Promotion,
ValueStar will submit to Netcentives  in writing the  information  necessary for
Netcentives to implement such Promotion at least twenty (20) Business Days prior
to the launch of such Promotion.  Such information  will include:  the number of
Points to be deposited  initially in the Promotion Account,  an approximation of
the number of Points to be awarded during the Promotion, the start and end dates
of the Promotion,  a description of the Qualifying Activity,  the maximum number
of Points to be awarded  pursuant to the  Promotion,  and any other  information
reasonably necessary for the secure operation of the Promotion. Netcentives will
supply promotion codes to ValueStar or to the applicable ValueStar Merchants, as
set forth in the Manual. Such codes will be used in processing  transactions and
generating reports.




* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.



                                      -7-


<PAGE>


                  (B)  Nonconforming  Promotions.  In the event  that  ValueStar
requests  that  Netcentives  implement  or  administer  Promotions  which do not
substantially  conform  to the  standard  Promotion  types  listed in Exhibit F,
Netcentives will notify ValueStar within a reasonable time of an estimate of the
additional  administration and/or set-up to implement such Promotion.  ValueStar
will notify  Netcentives within a reasonable time whether it wishes to implement
such Promotion,  and pay such additional fees. ValueStar agrees that Netcentives
will not be responsible  for, nor liable for any losses or damages,  relating to
any award,  redemption,  or conversion of Points  arising out of a fraudulent or
invalid Qualifying  Activity with regard to Promotions:  (i) that do not conform
to those set forth in  Exhibit  F; or (ii) that  contain a  proposed  Qualifying
Activity that does not require  sufficient  authentication  of the Consumer as a
unique user in accordance with Netcentives' security and validation practices.

                  (C) Fees for  Promotions.  Any fees  payable  pursuant to this
Section  3.4 shall be due thirty (30) days  following  receipt by  ValueStar  of
Netcentives' invoice.

         3.5 ValueStar Merchants and Members.

                  (A) Merchants. ValueStar may, at its option, provide ValueStar
Merchants with the right to award Points to Consumers pursuant to Section 4.7(C)
below. Any such award of Points by a ValueStar  Merchant or other  participation
in the ValueStar  Program by a ValueStar  Merchant must be pursuant to a written
agreement between ValueStar and such ValueStar Merchant (the "ValueStar Merchant
Agreement"). ValueStar agrees that the ValueStar Merchant Agreement will: (i) be
consistent with the terms of this Agreement; (ii) require the ValueStar Merchant
to execute and comply with the terms of the Merchant Software License; and (iii)
require  the  ValueStar  Merchant  to  comply  with  the  terms  of the  Manual.
Netcentives  makes  no   representations   and  assumes  no  liability  for  the
sufficiency or enforceability  of the ValueStar  Merchant  Agreement.  ValueStar
shall be solely  responsible  for any failure by a ValueStar  Merchant to comply
with the  Merchant  Software  License,  the  Manual,  the  applicable  ValueStar
Merchant Agreement, or the terms of this Agreement. Notwithstanding this Section
3.5(A), as between ValueStar and the ValueStar Merchants,  all Points are deemed
to be owned by ValueStar.  ValueStar  acknowledges  and agrees that  Netcentives
shall have the right to act on Point deposit requests received from ValueStar or
any ValueStar Merchants which comply with the Manual and which reasonably appear
to be valid,  and  Netcentives  shall not be liable in any manner for  complying
with such deposit requests.

                  (B) Members. ValueStar agrees that membership in the ValueStar
Program,  and accrual and redemption of Points by Members or Consumers,  will be
subject  to a  Member  agreement,  the  form  of  which  shall  be  approved  by
Netcentives (the "ValueStar Member  Agreement"),  and to all applicable laws and
regulations.  Upon request,  Netcentives  will provide  ValueStar  with a sample
merchant and/or member agreement;  however, Netcentives makes no representations
and assumes no liability for the sufficiency or  enforceability of such samples,
or for the ValueStar Member Agreement.

                  (C)  Netcentives'   Obligations.   Netcentives  shall  perform
Standard  Integrations for ValueStar Partners as set forth in Section 4.9(A) and
(B) below.

                  (D)  ValueStar's  Obligations.  ValueStar shall be responsible
for all aspects of billing, collection,  sales, and marketing relationships with
ValueStar  Merchants.  ValueStar  acknowledges and agrees that Netcentives shall
act on ValueStar's  instructions with respect to ValueStar Merchants' Promotions
and Promotion Accounts (including without limitation, funding and


                                      -8-


<PAGE>



termination of such Promotion Accounts), and that Netcentives will not be liable
in  any  manner  for  complying  with  such  instructions.  Notwithstanding  the
foregoing,  Netcentives  shall be  under no  obligation  to  follow  ValueStar's
instructions to transfer  Points to any Promotion  Account(s) or to award Points
to any  Consumer,  where the Master  Account  balance  contains an  insufficient
amount of Points.

         3.6 Rewards Redemption.

                  (A)  Rewards  Catalog.  Pursuant  to the  Consulting  Services
Agreement (as defined in Section 3.10 below),  ValueStar will engage Netcentives
to provide the  strategy  and design work for the Rewards  Catalog.  Netcentives
also will be responsible  for the set-up of a basic Rewards  Catalog.  As of the
Launch  Date,  the Rewards  Catalog  shall  include,  subject to any  applicable
restrictions, up to ***** Reward options from existing Netcentives suppliers and
other  suppliers for whom  Netcentives  has  completed  the necessary  technical
integration prior to the Launch Date.

                  (B)  Rewards   Suppliers.   Netcentives   shall  be  primarily
responsible  for  acquiring  goods and  services  for  inclusion  in the Rewards
Catalog,  although  ValueStar  may also  acquire such goods and services for the
Rewards  Catalog.  Suppliers  of  Rewards  must  sign a  binding  contract  with
Netcentives or ValueStar,  as the case may be, on terms substantially similar to
Netcentives'  standard  ClickRewards  supplier contract,  an example of which is
attached hereto as Exhibit G (the "Supplier Agreement"). In addition,  ValueStar
may contribute its own products and services as Rewards for the Rewards  Catalog
(including  without  limitation  its own gift  certificates  that may be used at
ValueStar  Merchants),  provided that Netcentives receives the Guaranteed Margin
as set forth in Section  3.6(C) for each such Reward.  ValueStar  agrees that it
shall execute the Supplier Agreement on the Effective Date of this Agreement. In
the case of any conflict between this Agreement and the Supplier Agreement, this
Agreement shall control.

                  (C) Pricing of Rewards. The Redemption Price for a Reward will
be the sum of: (i) the *****,  (ii)  shipping,  handling  and other  fulfillment
costs (to the extent not paid by the  supplier) to be mutually  agreed to by the
parties  but in no event less than the actual  out-of-pocket  costs to the party
sourcing  the  Reward,   and  (iii)  any  additional  costs  (including  without
limitation all applicable taxes and/or import tariffs),  which sum shall then be
divided by the RPV.  Notwithstanding  the  foregoing,  Netcentives  reserves the
right to adjust the  Redemption  Price for any Reward  from any source to ensure
that Netcentives receives a guaranteed margin (the "Guaranteed Margin") for such
Reward equal to: (i) for the first ***** of RPV in  redemptions,  at least *****
percent (*****) of the manufacturer's suggested retail price for the Reward; and
(ii) for any  amounts  in excess of the first  ***** of RPV in  redemptions,  at
least ***** percent (*****) of the manufacturer's suggested retail price for the
Reward.  ValueStar  shall receive in cash any margin in excess of the Guaranteed
Margin for a Reward.



* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.



                                      -9-



<PAGE>



         3.7 Exclusivity.


                  (A)  Definitions.  For  purposes  of this  Section  3.7  only,
"Points" are defined as units or stores of value that, when accumulated,  may be
later exchanged or redeemed for rewards such as merchandise,  services, or other
types of  points.  Points do not  include  dollar-off  or  percent-off  coupons,
discounts at merchants or gift certificates.

                  (B)  Restrictions.  ValueStar  hereby agrees that,  during the
Term: (i) *****; and (ii) *****.

                  (C) Other Customers of Netcentives.  Nothing in this Agreement
shall prevent  Netcentives from working with any third party to build and manage
an Incentives Management System.

         3.8 Reports.  Netcentives  will provide  reports via e-mail on a weekly
basis,  which are substantially  similar in form to the sample reports set forth
in Exhibit C.

         3.9 Customer Service.

                  (A) Obligations. All customer service inquiries related to the
ValueStar Program will be directed to Netcentives, and Netcentives shall provide
first line support via e-mail  during  Netcentives'  regular  business  hours to
Members for questions  relating to Consumer  Point  balances and  Accounts,  and
Rewards fulfillment.  Netcentives will forward inquiries regarding the ValueStar
Program to ValueStar following  reasonable  verification by Netcentives that the
problem is not being caused by Netcentives.  In the event of a dispute between a
Consumer and a ValueStar Merchant,  ValueStar shall be responsible for resolving
such dispute with the  ValueStar  Merchant,  with  reasonable  assistance  to be
provided  by  Netcentives.  Netcentives  shall  have no  obligation  to  provide
customer  service  for any  inquiries  not  relating to the  ValueStar  Program.
ValueStar shall post clear messaging  regarding the use of the ValueStar Program
customer  service  contact  information  (the  "CS  Contact")  provided  on  the
ValueStar  Site  (i.e.,  "This  contact  information  is ONLY for the  ValueStar
Program.  For all other inquiries,  contact . . ."), which messaging is intended
to minimize the number of non-ValueStar  Program-related  inquiries addressed to
Netcentives.  Netcentives  shall have the right to approve the location and text
of such messaging.  The CS Contact will be posted only on the ValueStar  Program
Pages, and on no other pages of the ValueStar Site.

                  (B) Fees.  Netcentives  will provide  Consumers  with customer
service as set forth in Section  3.9(A)  above in  accordance  with the  pricing
schedule set forth in Exhibit D2.




* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.


                                      -10-

<PAGE>



                  (C) Service  Level.  Both parties  shall abide by the customer
service  provisions set forth in the Manual, and shall work together to promptly
resolve customer service disputes in a prompt and efficient manner. In the event
that ValueStar  fails to respond to  Netcentives'  request for assistance with a
customer  service   complaint  within  five  (5)  Business  Days  after  notice,
Netcentives  shall have the right to award the disputed or otherwise  applicable
number of Points  directly from the Promotion  Account or the Master  Account to
the  Consumer  making such  complaint.  In the event that  Netcentives  fails to
respond to ValueStar's  request for assistance with a customer service complaint
relating to the  ClickRewards  Program,  ClickMiles,  or another similar program
administered by Netcentives in which ValueStar is participating, within five (5)
Business  Days after notice,  Netcentives  shall award the disputed or otherwise
applicable  number of  ClickMiles  (or the  applicable  currency  of such  other
program,  as appropriate)  directly from its account to the Consumer making such
complaint.

                  (D) Consumer Dispute Resolution. ValueStar will cooperate with
Netcentives  to  resolve  in good  faith any  Consumer  disputes  related to the
ValueStar  Program or its Promotion(s).  In the event that a Consumer  complaint
arises out of a dispute  over  whether  the  Consumer  sufficiently  completed a
Qualifying Activity,  ValueStar will have five (5) Business Days from receipt of
notification  of such  complaint  to  investigate,  contact such  Consumer,  and
resolve  such  dispute in good faith.  If  ValueStar  fails to make such contact
within the specified time period,  Netcentives may credit the disputed amount of
Points to the  applicable  Consumer  Account,  and debit the  Promotion  Account
accordingly.  If ValueStar is unable to resolve the dispute despite a good faith
effort to do so,  ValueStar's  final  determination  of whether  the  Qualifying
Activity was  sufficiently  completed by Consumer will control,  and Netcentives
will transfer Points accordingly.

         3.10   Consulting   Services   Agreement.   Netcentives  and  ValueStar
acknowledge and agree that pursuant to a certain independent consulting services
agreement  (the  "Consulting  Services  Agreement")  which  has  been  or  which
hereafter may be executed between the parties,  Netcentives may provide services
regarding the Incentives  Management  System.  ValueStar  understands and agrees
that the  Consulting  Services  Agreement  that may be signed is a separate  and
independent  contractual obligation from this Agreement and any amendment hereto
relating to the  Incentives  Management  System.  ValueStar  shall not  withhold
payments  that are due and payable  pursuant to this  Agreement or  amendment(s)
hereto  because of the status of work performed  under the  Consulting  Services
Agreement. In addition, the parties acknowledge that the ability to provide such
services:  (i) are not  exclusive  or  specific  to  Netcentives;  and  (ii) are
commercially available from a variety of third party service providers.

         3.11 ValueStar  Participation  in ClickRewards  Program.  ValueStar may
purchase  and  distribute  ClickMiles,  subject  to  the  ClickRewards  Merchant
Promotion Agreement (the "ClickRewards  Merchant Agreement") entered into by the
parties as of the Effective Date.

         3.12 Additional Obligations of the Parties.

                  (A) Program Web Site.  ValueStar  will provide to  Netcentives
the technical  resources and  deliverables set forth in Exhibit I, in accordance
with the schedule and the terms set forth therein.



                                      -11-


<PAGE>


                  (B)  Updates  to  Program  Web  Site.  As part of its  ongoing
operation of the ValueStar Program, Netcentives will make up to *****updates per
month to those web pages hosted by Netcentives in connection  with the operation
of the  ValueStar  Program.  Netcentives  will provide up to  *****hours of such
services per update at no additional charge.  Additional hours will be billed in
accordance with the schedule set forth in Exhibit D1.

                  (C)  Marketing  Consulting  Services.  As part of its  ongoing
operation of the ValueStar  Program,  Netcentives will provide up to ***** hours
of base-level  marketing  consulting  services per Quarter at *****.  Additional
hours of marketing  consulting services will be charged per the fee schedule set
forth in Exhibit D1. Marketing agency services and campaign  management services
are also available from  Netcentives,  the details and pricing of which shall be
provided to ValueStar on request.

                  (D)  Administration.  Netcentives  will manage Point creation,
Member  sign-up,  tracking,  Point  balances,  statement  presentation,  Rewards
redemption requests, and fulfillment.

                  (E) ValueStar Software  Integration and Technical  Consulting.
ValueStar  will install the Licensed  Software on its system in accordance  with
the  terms of the  Manual  and the  documentation  provided  with  the  Licensed
Software. Netcentives will provide the systems integration consulting reasonably
necessary  to integrate  the Licensed  Software  into  ValueStar's  systems (the
"Integration  Services").  Such  services  will be provided  on-site at mutually
agreed  upon times and  locations.  ValueStar  may  request  additional  systems
integration  consulting  services.  The  rates  for  such  services  will  be in
accordance with the fee schedule set forth in Exhibit D1.  Netcentives agrees to
provide such services in a professional and workmanlike  manner, but in no event
warrants the outcome of any such services.

                  (F) Program  Promotion by  ValueStar.  Beginning on the Launch
Date and for the  remainder of the Term  thereafter,  ValueStar  shall include a
reference to  Netcentives  on the page of the ValueStar  Site about  ValueStar's
strategic  partners.   ValueStar  will  market  the  ValueStar  Program  to  the
registered  users  of  the  ValueStar  Properties.  ValueStar  will  deliver  to
Netcentives a preliminary marketing plan no later than thirty (30) days prior to
the Target Launch Date, and will provide updated  marketing plans on a quarterly
basis. Such marketing plans will describe target goals consistent with the terms
of this Section and the methods to be implemented to achieve such target goals.

                  (G) Program Promotion by Netcentives.  Beginning on the Launch
Date and for the remainder of the Term thereafter,  Netcentives  shall include a
reference to the ValueStar  Program on the "Custom Loyalty Networks" page of the
Netcentives Site. Netcentives also shall include a reference to ValueStar in the
"About  Netcentives"  portion of press releases issued by Netcentives during the
six (6) month period  following  launch of the  ValueStar  Program.  Netcentives
shall  include  references  to  ValueStar  in press  releases  issued  after the
expiration  of such six (6) month period on a rotational  basis  throughout  the
remainder of the Term.



* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.



                                      -12-


<PAGE>

                  (H)  International  Programs.  In  the  event  that  ValueStar
decides  to   implement  a  loyalty   program   targeted  at  consumers  in  any
international  territory,  ValueStar  will notify  Netcentives  in writing,  and
Netcentives  shall  have the  right of first  negotiation  with  respect  to the
implementation  of such  program(s) for  ValueStar.  ValueStar  shall  negotiate
exclusively  and in good faith with  Netcentives for a period of sixty (60) days
(the "Negotiation  Period") for the purposes of coming to an agreement regarding
Netcentives'   implementation  and  management  of  such  international  loyalty
program(s).  If an agreement  is not entered into during such period,  ValueStar
may enter  into such an  agreement  with a third  party  ("Third  Party  Loyalty
Program") on any terms it may see fit, in its sole  discretion.  Notwithstanding
the  foregoing,  ValueStar  agrees  that:  (i) the  currency for the Third Party
Loyalty  Program shall not include,  or be convertible  into,  Points;  (ii) any
promotions pursuant to which Points can be earned in both the Value Star Program
and the Third  Party  Loyalty  Program  shall be  mutually  agreed  upon by both
parties;  (iii) the Licensed Software shall not be used, in whole or in part, to
implement,  operate or administer  any part of the Third Party Loyalty  Program;
(iv) no trademarks or logos  associated with the  ClickRewards  Program shall be
used in connection with the Third Party Loyalty Program; and (v) ValueStar shall
not imply any  endorsement  of the Third Party Loyalty  Program by  Netcentives.
Netcentives makes no representations  regarding the legality of the operation of
the ValueStar  Program in any  international  territory,  and ValueStar shall be
solely  responsible  for any liability  arising from its decision to operate any
international loyalty program.



                                   SECTION IV
                             PURCHASE AND SALE; FEES

         4.1  Purchase  and Sale.  Subject to the terms and  conditions  of this
Agreement,  Netcentives  agrees to sell to ValueStar,  and  ValueStar  agrees to
purchase from Netcentives, Points.

         4.2 Payment.  Unless otherwise  specified herein,  all payments will be
due thirty (30) days from ValueStar's receipt of Netcentives' invoice.

         4.3 Crediting of Points. Points will be Minted within five (5) Business
Days of Netcentives' receipt of ValueStar's payment.

         4.4 Pricing of Points.

                  (A) Price.  In  consideration  for the license  granted to the
Patents hereunder,  and for the Points accounting,  management,  and maintenance
services provided by Netcentives  hereunder,  ValueStar will pay Netcentives the
RPV plus a mark-up on the RPV (the  "Mark-Up")  for each Point Minted during the
Term. The RPV plus the Mark-Up shall be deemed to be the "Price" per Point.  The
Mark-Up shall be based on the volume of Points  purchased to date, in accordance
with the schedule set forth in Section 4.4(B) below.

                  (B)  Mark-Up.  ValueStar  will  pay the  Mark-Up  based on the
volume of all Points  purchased  during  the Term as set forth in the  following
pricing schedule:



                                      -13-


<PAGE>


       --------------------------------------- --------------------------------
       RPV Purchase Level                      Mark-Up % on RPV
       --------------------------------------- --------------------------------
           *****                               *****
       --------------------------------------- --------------------------------
           *****                               *****
       --------------------------------------- --------------------------------
           *****                               *****
       --------------------------------------- --------------------------------
           *****                               *****
       --------------------------------------- --------------------------------
           *****                               *****
       --------------------------------------- --------------------------------
           *****                               *****
       --------------------------------------- --------------------------------


                        The Mark-Up  will be  calculated  as a weighted  average
mark-up based on the volume of Points falling into each RPV Purchase Level. (For
example,  an RPV Purchase Level of ***** would receive a mark-up of ***** on the
first ***** and ***** on the second *****,  which would equal a weighted average
mark-up of ***** on the total purchase of *****.)

                  (C) No Refunds.  Except to the extent otherwise  expressly set
forth in Sections 5.3(F) and 5.3(G) below, Points purchased by ValueStar are not
refundable for any reason.

                  (D)  Taxes.  Any  prices  quoted  herein are net of any taxes,
levies, imposts, deductions, charges or withholdings (collectively, the "Taxes")
on the sale or  distribution  of Points.  In the event that Taxes are imposed on
the sale of Points, ValueStar shall be solely responsible for remitting any such
Taxes to the appropriate government authority.

         4.5 Initial Fees.

                  (A)   Initial   Points   Purchase.   ValueStar   will  make  a
nonrefundable initial purchase in cash of at least ***** in Points (exclusive of
associated  Mark-Ups) (the "Initial Points  Purchase").  Payment for the Initial
Points Purchase, plus associated Mark-Ups, will be due on the Launch Date.

                  (B)  Additional   Service  Fees.   Additional   marketing  and
technical  consulting services that are not necessary to deliver the Netcentives
Deliverables, and any custom feature or functionality development services, will
be billed in accordance with the schedule set forth in Exhibit D.





* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.



                                      -14-

<PAGE>




         4.6 Guaranteed Commitments. In consideration for Netcentives' provision
of continuing  support and capacity for the ValueStar  Program  during the Term,
ValueStar will make the following Guaranteed Commitments:

                  (A) During the period  beginning on the Launch Date and ending
on the *****  anniversary  of the  Launch  Date (the  "Initial  *****  Period"),
ValueStar will pay  Netcentives at least ***** in connection  with its purchases
of Points  (including  associated  Mark-Ups)  and  services.  The  amount of the
Initial Points Purchase made by ValueStar pursuant to Section 4.5(A) above shall
be credited  towards  ValueStar's  Guaranteed  Commitment  for the Initial *****
Period.  For each  Quarter  after the first  Quarter  during the  Initial  *****
Period,  ValueStar  shall  have  paid the  following  specified  amounts  of the
Guaranteed  Commitment by the end of such  Quarter:  (i) ***** by the end of the
second Quarter;  (ii) ***** each by the end of each of the third Quarter and the
fourth Quarter; and (iii) ***** each by the end of each of the fifth Quarter and
the sixth  Quarter.  In addition to the foregoing  schedule,  ValueStar will pay
Netcentives at least ***** as consideration for marketing  consulting  services,
to be paid in  *****  equal  installments,  each  due on the  first  day of each
calendar quarter beginning with *****.

                  (B) During  the  period  beginning  on the  expiration  of the
Initial  *****  Period and ending on the ***** month  anniversary  of the Launch
Date (the "*****  Period"),  ValueStar  will pay  Netcentives  at least ***** in
connection  with its  purchases of Points  (including  associated  Mark-Ups) and
services.  For each Quarter during the ***** Period,  ValueStar  shall have paid
the following specified amounts of the Guaranteed  Commitment by the end of such
Quarter: (i) ***** by the end of the first Quarter; (ii) ***** by the end of the
second Quarter;  (iii) ***** by the end of the third Quarter;  and (iv) ***** by
the end of the fourth Quarter.

         4.7 Accounts and Point Orders.

                  (A) Order and Acceptance.  In the event that ValueStar  wishes
to, or is required  to,  purchase  Points,  ValueStar  shall  deliver  orders in
writing to Netcentives for Points (the "Orders"). The Orders shall specify, at a
minimum,  the  number of Points to be  ordered,  and the date of the  Order.  If
ValueStar  wishes to  immediately  transfer  the Points to a Promotion  Account,
ValueStar may include such transfer  request in the Order, and shall specify the
Promotion Account to which the Points should be credited.





* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.



                                      -15-

<PAGE>



                  (B) Account Balance. ValueStar agrees to maintain a sufficient
amount of Points in  ValueStar's  Accounts to provide for the award of Points to
Consumers  entitled to receive them,  as set forth in this Section.  Netcentives
will  determine the expected  weekly  consumption of Points based on past trends
and forecasted usage of Points in Promotions (the "Weekly Consumption Rate"). At
all times,  ValueStar  shall maintain a minimum account balance of Points in its
Master  Account  equal to the greater of (a) ***** times the Weekly  Consumption
Rate  for  the  Master  Account,  or (b)  *****  Points  (the  "Minimum  Account
Balance");  provided,  however,  that until Netcentives makes a determination of
the Weekly  Consumption  Rate, the Minimum Account Balance in the Master Account
shall be ***** Points.  Netcentives  will notify  ValueStar  when the applicable
Master Account balance is approaching  ***** times the Weekly  Consumption Rate,
and will invoice  ValueStar  for  approximately  ***** weeks worth of additional
Points.  Payment  of  such  Points  will  be due  within  thirty  (30)  days  of
Netcentives'  invoice,  provided,  however,  that in the event  that the  Master
Account  balance falls below the Minimum Account  Balance,  payment shall be due
immediately.  Netcentives  shall have the right, in its discretion,  to transfer
Points  from the Master  Account to a Promotion  Account to keep such  Promotion
Account  from being  depleted.  Such  transfers,  if any,  will be  reported  to
ValueStar.

                  (C)  Merchant  Distribution  of  Points.  ValueStar  shall  be
responsible for granting to ValueStar  Merchants the right to distribute Points.
Any  fees  charged  by  ValueStar  to  such  ValueStar  Merchants  shall  be  at
ValueStar's sole discretion. Points purchased by ValueStar which are distributed
by ValueStar Merchants will count towards ValueStar's Guaranteed Commitments.

                  (D)  Account  Transfer  Requests.  Subject to  Section  4.7(B)
above,  ValueStar  may,  upon notice to  Netcentives,  transfer  Points  between
ValueStar's  Accounts,  or from ValueStar's  Accounts to Promotion Accounts held
for the benefit of ValueStar  Merchants.  Such notice shall be in the form of an
Order, and shall be subject to the terms of Section 4.7(A).

<TABLE>
         4.8  Breakage.  ValueStar  and  Netcentives  will share in  Breakage in
accordance with the following table:
<CAPTION>


------------------------------------------- ---------------------------------------- ----------------------------------------
<S>                                         <C>                                      <C>
Overall Program Breakage (quarterly)        ValueStar Share of Breakage              Netcentives Share of Breakage
------------------------------------------- ---------------------------------------- ----------------------------------------
*****                                       *****                                    *****
------------------------------------------- ---------------------------------------- ----------------------------------------
*****                                       *****                                    *****
------------------------------------------- ---------------------------------------- ----------------------------------------
*****                                       *****                                    *****
------------------------------------------- ---------------------------------------- ----------------------------------------

<FN>
* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.
</FN>
</TABLE>


                                      -16-


<PAGE>


         The split in Breakage  between  ValueStar and Netcentives is calculated
as a weighted average based on the overall program Breakage levels (i.e., for an
overall  program  Breakage level of *****,  the first ***** of Breakage would be
calculated at the *****  percentage  split,  and the remaining ***** of Breakage
would be  calculated  using the *****  percentage  split).  The Overall  Program
Breakage  during each Quarter  shall be  calculated  as (a) the number of Points
expiring unused, or cancelled or terminated during such Quarter,  divided by (b)
the total number of Points which would have expired  unused or been cancelled or
terminated  during  such  Quarter if no such  Points had been  redeemed.  Within
thirty (30) days following the end of each Quarter,  Netcentives  will credit to
ValueStar's  Master  Account  an  amount  of  Points  whose  Price  is  equal to
ValueStar's share of the Breakage  occurring in that Quarter (in accordance with
the table above)  ;provided that such amount of Points shall be applied  towards
any  Guaranteed  Commitment  applicable  at that time.  The  provisions  of this
Section  4.8  shall  not  apply  to:  (i) any  Cancelled  Points,  or  (ii)  any
conversions of Points into ClickMiles.

         4.9 ValueStar Partner Integration and Maintenance.

                  (A) Definition of Standard  Integration.  For purposes of this
Agreement:

                        (i) a "Standard Merchant Integration" shall include: (1)
cursory  prior review by  Netcentives  technical  staff of  potential  ValueStar
Merchants for the purpose of advising  ValueStar on compatibility  and potential
integration  issues; and (2) any Netcentives  technical  integration work, up to
***** hours per  ValueStar  Merchant,  necessary to place the Licensed  Software
demonstrably  in  service  prior to the start date of the  applicable  ValueStar
Promotion;

                        (ii) a "Standard  Supplier  Integration"  shall include:
(1) cursory prior review by Netcentives  technical staff of potential  ValueStar
Suppliers for the purpose of advising  ValueStar on compatibility  and potential
integration  issues; and (2) any Netcentives  technical  integration work, up to
*****  hours  per  ValueStar  Supplier,  necessary  to  enable  electronic  data
transmission in a file format to be determined by Netcentives (Standard Supplier
Integration  shall not  include  any of the  aforesaid  work  performed  to make
ValueStar capable of acting as if it were a ValueStar Supplier); and

                        (iii) "Standard Integrations" shall mean,  collectively,
Standard Merchant Integrations and Standard Supplier Integrations.

                        Standard  Integrations  shall  not  include  any  custom
software development services,  which shall be available at the applicable rates
set forth in Exhibit D1.

                  (B)  Integration  Fees.  Netcentives  will provide up to *****
Standard Integrations for ValueStar Partners at no charge, provided that:

                        (i) no more than  ***** of the *****  included  Standard
Integrations shall be Standard Supplier Integrations;



* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.



                                      -17-


<PAGE>

                        (ii)  if any  ValueStar  Partner  is  both  a  ValueStar
Merchant  and  a  ValueStar  Supplier,  then  a  Standard  Merchant  Integration
performed for that  ValueStar  Partner shall count as one Standard  Integration,
and a Standard Supplier  Integration for that ValueStar Partner shall also count
as one Standard Integration; and

                        (iii)   ValueStar   shall   reimburse   Netcentives  for
reasonable  expenses  incurred in providing  such services  (including,  without
limitation, travel and lodging expenses).

                  ValueStar  agrees to pay  Netcentives  those fees set forth in
the pricing schedule in Exhibit D2 for any of the following  services  performed
by  Netcentives  for  ValueStar  Partners:  (i)  initial  setup,  (ii)  Standard
Integrations  of  ValueStar  Partners in excess of the *****  included  Standard
Integrations,  (iii) Standard  Supplier  Integrations of ValueStar  Suppliers in
excess  of the  *****  included  Standard  Supplier  Integrations,  and (iv) any
integration services that are not Standard Integration services.

                  (C)  Maintenance  Fees.   ValueStar  agrees  to  pay  Licensed
Software  maintenance fees for any ValueStar Merchants at the rates set forth in
Exhibit D2.

         4.10 Reversals and  Adjustments.  Provided that ValueStar and ValueStar
Merchants are using the Licensed  Software to process Reversals and Adjustments,
all fees for such  Reversals and  Adjustments  shall be waived.  If ValueStar or
ValueStar  Merchants  are using any other  technology  to process  Reversals and
Adjustments,  ValueStar  shall pay to Netcentives  fees for each Reversal and/or
Adjustment in according with price schedule set forth in Exhibit D2.



                                    SECTION V
                              TERM AND TERMINATION

         5.1 Term. This Agreement will become effective as of the Effective Date
and,  unless sooner  terminated  pursuant to Section 5.2, shall remain in effect
for a period  of three  (3) years  following  the  first day of the first  month
immediately following the Launch Date (the "Initial Term"). The parties agree to
begin  discussing  renewal in good faith at least one hundred  and twenty  (120)
days prior to the end of the  Initial  Term.  For  purposes  of this  Agreement,
"Term" means the Initial Term together with any extension terms.

         5.2 Termination.

                  (A) This  Agreement may be terminated  immediately  by a party
upon notice:

                        (i) if the other party  defaults in the  performance  of
any material  provision  of this  Agreement,  which  default is not cured within
thirty (30) days after written notice from the non-defaulting party;



* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.


                                      -18-


<PAGE>

                        (ii) if such party  reasonably  detects,  and reasonably
substantiates  to the other party,  fraud or gross negligence on the part of the
other party with regard to the  distribution  of Points or the  operation of any
Promotion; or

                        (iii) if the  other  party  becomes  insolvent,  files a
petition  in  bankruptcy,  which is not  dismissed  within  ninety  (90) days of
commencement, or makes an assignment for the benefit of its creditors.

                  (B) ValueStar may terminate  this Agreement  immediately  upon
written notice in the event of a Sale of  Netcentives to a Direct  Competitor of
ValueStar.  Netcentives  will provide  ValueStar with written notice of any such
Sale within one (1) business day of entering  into a  definitive  agreement  for
such Sale. A nonbinding letter of intent is not a `definitive agreement' for the
purposes of this subsection.

                  (C) Netcentives may terminate this Agreement  immediately upon
written  notice in the event of a Sale of  ValueStar to a Direct  Competitor  of
Netcentives.  ValueStar will provide Netcentives with written notice of any such
Sale within one (1) business day of entering  into a  definitive  agreement  for
such Sale. A nonbinding letter of intent is not a `definitive agreement' for the
purposes of this subsection.

         5.3 Effect of Termination or Expiration. Immediately upon expiration or
notice of termination of this Agreement for any reason  whatsoever,  the parties
shall work  together to either (i)  implement an up to one hundred  eighty (180)
day wind-down period (the "Wind-Down Period"), during which Members can continue
to redeem the Points they have accrued,  or (ii)  implement an up to ninety (90)
day transfer period during which Members' Point balances shall be transferred to
a new loyalty  program  implemented by ValueStar.  In either case, the following
shall apply:

                  (A) Netcentives will credit the Consumer Accounts of Consumers
for which  ValueStar has requested a grant of Points prior to the effective date
of expiration or termination;

                  (B)  Subject to  Section  5.4  below,  all Points in  Consumer
Accounts will expire;

                  (C)  ValueStar  will shut down any  Promotions,  and no Points
will be distributed to Consumer Accounts;

                  (D) Netcentives  will no longer be obligated to make any sales
of Points to ValueStar;

                  (E) All Points in ValueStar's  Accounts  shall  immediately be
deemed Cancelled Points;

                  (F)  Solely  in the  event of  termination  by  ValueStar  for
Netcentives'  breach pursuant to Section 5.2(A)(i),  ValueStar shall be refunded
the RPV it paid for Points Cancelled pursuant to Section 5.3(E);

                  (G)  Solely  in the  event of  expiration  of this  Agreement,
ValueStar  shall  receive a refund of the RPV it paid for that  number of Points
that is equal to or less than the  number of Points  required  to  maintain  the
Minimum Account Balance (as determined as of the date of expiration);  provided,
however,  that Points purchased pursuant to the Guaranteed  Commitment shall not
be refunded upon expiration;


                                      -19-


<PAGE>

                  (H)  Subject to  Section  5.4(B)  below,  all  license  grants
pursuant to Section 2 and Section 6.4 shall immediately terminate;

                  (I)  Subject to Sections  5.4(D)(ii)  and 5.5(A)  below,  each
party  shall  return  or,  at  the  disclosing  party's  request,   destroy  the
Confidential Information of the other party; and

                  (J) Sections 1 (Definitions),  3.3(F) (Manual), 5.3 (Effect of
Termination  or  Expiration),  5.4  (Wind-Down  Period),  5.5 (Transfer to a New
Program), 5.6 (Survival),  6.1 (Confidential  Information),  6.4(C) (Ownership),
7.2 through 7.13 (Miscellaneous),  and any payment obligations accrued as of the
effective  date of  expiration or  termination,  shall  survive  termination  or
expiration of this Agreement.

         5.4  Wind-Down  Period.  In the  event  that the  parties  establish  a
Wind-Down  Period in accordance  with Section 5.3 herein,  the  following  shall
apply, in addition to the obligations set forth in Section 5.3:

                  (A) The parties will work together to inform  Members that the
ValueStar Program is being discontinued;

                  (B) Subject to  ValueStar's  payment of the  Wind-Down  Period
fees set forth in  Section  5.4(C),  the patent  licenses  granted  pursuant  to
Section 2.1 and the  trademark  licenses  granted  pursuant to Section 6.4 shall
remain in effect until the  expiration  of the Wind-Down  Period,  at which time
such license grants shall immediately terminate;

                  (C) In  consideration  of the  continuation  of the patent and
trademark  licenses  and the services to be provided by  Netcentives  during the
Wind-Down  Period,  ValueStar  shall pay to Netcentives  the following fees: (i)
***** for the first  thirty (30) day period in the  Wind-Down  Period,  and (ii)
***** for each thirty (30) day period in the  Wind-Down  Period  after the first
thirty (30) days.  (The fees for partial months shall be  pro-rated.)  Such fees
shall be due within ten (10) days following the  commencement of the thirty (30)
day period to which they relate.

                  (D) At the end of the Wind-Down Period:

                        (i)  All  Points   held  in  Consumer   Accounts   shall
immediately  expire,  and the terms of Section  4.8 will  apply to any  Breakage
resulting from such expiration; and

                        (ii) At  ValueStar's  request,  all  Member  Information
shall be transferred to ValueStar in a mutually agreed upon format.

         5.5 Transfer to a New Program.  In the event that,  upon  expiration or
termination  of this  Agreement,  ValueStar  creates its own loyalty  program in
which Members will continue to  participate,  then the following shall apply, in
addition to the obligations set forth in Section 5.3:

                  (A) At ValueStar's  request,  all Member  Information shall be
transferred to ValueStar in a mutually agreed upon format;



* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.



                                      -20-


<PAGE>


                  (B)  ValueStar  shall  transfer  Members'  Point  balances  to
accounts in the new loyalty program;

                  (C) All Points transferred will be flagged with their previous
expiration dates;

                  (D) Netcentives and ValueStar shall,  pursuant to the terms of
Section  4.8,  share in the  Breakage  for flagged  Points not redeemed by their
previous expiration dates;

                  (E) Netcentives  will pay ValueStar the RPV upon redemption of
flagged Points under the new loyalty  program.  Flagged Points will be deemed to
be used prior to points  accrued  under the new loyalty  program for purposes of
this Section 5.5(E); and

                  (F) ValueStar will pay to Netcentives program transfer fees in
the  amount of ***** to cover the costs of  Netcentives'  continued  performance
during the transfer to the new loyalty program; provided,  however, that no such
transfer fees shall apply in the event Netcentives and ValueStar  mutually agree
to renew this Agreement for any additional extension terms.



                                   SECTION VI
                             PROPRIETARY INFORMATION

         6.1  Confidential  Information.  Each  party  agrees  not  to  use  any
Confidential  Information  disclosed to it by the other party for its own use or
for any purpose other than to carry out its  obligations  under this  Agreement.
Neither party will disclose any  Confidential  Information of the other party to
third parties or to employees of the party receiving  Confidential  Information,
other than employees who are required to have the  information in order to carry
out such party's  obligations  under this  Agreement.  Each party agrees that it
will take all reasonable measures to protect the secrecy of and avoid disclosure
or use of  Confidential  Information  of the other  party in order to prevent it
from  falling into the public  domain or the  possession  of persons  other than
those  persons  authorized  under this  Agreement to have any such  information,
including  (without  limitation)  ensuring  that  recipients  of the  disclosing
party's  Confidential  Information  adhere to  confidentiality  terms in content
substantially  similar  to the  terms in this  Agreement.  Such  measures  shall
include the highest degree of care that the receiving  party utilizes to protect
its own  Confidential  Information  of a similar  nature.  Each party  agrees to
notify the other in writing of any misuse or  misappropriation  of  Confidential
Information  of the  disclosing  party which may come to the  receiving  party's
attention. The terms of this Agreement, any information contained in the reports
or the data feed  provided to ValueStar  pursuant to Section 3.8, and any notice
provided by a party  pursuant to Sections  5.2(C)  and/or (D) will be considered
Confidential Information under the definition set forth herein.



* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.


                                      -21-


<PAGE>



         6.2  Member  Information.  Netcentives  shall  maintain  and manage the
Member  Information  Database  on behalf of  ValueStar.  ValueStar  will  retain
ownership of all information in the Member Information Database. The information
in the Member  Information  Database is deemed to be  Confidential  Information.
Notwithstanding the foregoing, Netcentives shall have the right to use aggregate
information  and  results  (which   information   will  contain  no  identifying
information  about  individual  Consumers or the ValueStar  Program) in its sole
discretion  for the  purposes  of  marketing  its  own  products  and  services.
Netcentives  shall  not use  any  Member  Data it  received  directly  from  its
administration  and operation of the ValueStar  Program to contact any ValueStar
Members for any purpose not directly related to the ValueStar Program; provided,
however,  that if Netcentives  receives  contact  information  for any ValueStar
Member  from any third party or in  connection  with any other  programs  run by
Netcentives,   including  without  limitation  the  ClickRewards  Program,  then
Netcentives may use such information for any purpose and in its sole discretion.
Other than its  maintenance and management of the Member  Information  Database,
Netcentives  shall have no direct access to or right to use any  information  in
the Member  Information  Database,  unless  otherwise  authorized  by ValueStar.
Except for the  information  directly  relating to the  redemption of Points for
ClickMiles by ValueStar Members,  notwithstanding  anything in this paragraph to
the contrary,  nothing in this Agreement  shall give ValueStar any rights to any
information  relating  to  consumers  participating  in  other  programs  run by
Netcentives,   including  without  limitation  the  ClickRewards   Program  (the
"Netcentives  Member  Information"),  even if such information also relates to a
ValueStar Member.  Netcentives shall retain complete and exclusive  ownership of
all Netcentives Member Information.

         6.3  Publicity.  The  parties  shall  issue  mutually  agreeable  press
releases promptly  following each of the following events:  (i) the execution of
this Agreement by both parties,  (ii) the launch of the ValueStar  Program,  and
(iii) the achievement of certain mutually agreeable milestones. The parties also
shall,  at mutually  agreeable  times,  issue  other  mutually  agreeable  press
releases which may, among other things,  confirm the existence of a relationship
between the  parties.  Neither  party  shall  issue a press  release or make any
statement to the general public  concerning this Agreement,  or the relationship
created  hereby,  without the express prior written  consent of the other party,
which consent shall not be unreasonably withheld or delayed; provided,  however,
that each  party may make such  disclosures  required  by law or that such party
reasonably  determines is required for any  governmental or regulatory  filings,
without the prior written consent of the other party.

         6.4      Trademarks.

                  (A) ValueStar Marks.  ValueStar hereby grants to Netcentives a
limited,   non-exclusive,   nontransferable   license,   without  the  right  to
sublicense,  to use,  reproduce,  display,  and transmit the ValueStar  Marks in
Netcentives' promotional materials, on the Netcentives Site and on the ValueStar
Program web site,  provided,  however,  that (a) any use of the ValueStar  Marks
shall be for the purpose of promoting  the ValueStar  Program or reflecting  the
relationship  between the parties, and (b) such use shall be in conformance with
the style guide of  ValueStar,  as amended  from time to time,  or as  otherwise
approved in writing by ValueStar.

                  (B) Netcentives Marks.  Netcentives hereby grants to ValueStar
a limited, non-exclusive,  nontransferable license, with the right to sublicense
to ValueStar Merchants, to use, reproduce, display, and transmit the Netcentives
Marks in  ValueStar's  promotional  materials and on


                                      -22-


<PAGE>



the  ValueStar  Program  web site,  provided,  however,  that (a) any use of the
Netcentives Marks shall be for the purpose of promoting the ValueStar Program or
reflecting the  relationship  between the parties,  and (b) such use shall be in
conformance  with the style guide of Netcentives,  as amended from time to time,
or as otherwise approved in writing by Netcentives.

                  (C) Ownership.  Nothing herein shall be deemed to grant either
party any  ownership  rights in the Marks of the other  party or deemed to grant
any rights in any Marks other than those provided by the providing party.


                                   SECTION VII
                                  MISCELLANEOUS

         7.1 Representations and Warranties.

                  (A) By  Netcentives.  Netcentives  warrants that the ValueStar
Rewards Program will operate in substantially  the same manner as is represented
in the Manual.

                  (B) By ValueStar.  ValueStar  warrants that: (i) any Promotion
will be operated in substantial  conformance  with the Manual at all times;  and
(ii) it will make no  representations  and  warranties  regarding  the ValueStar
Program to ValueStar Merchants or Members in excess of those made by Netcentives
in the Manual.

                  (C) By Each Party. Each party to this Agreement represents and
warrants to the other that (a) such party has the full corporate  right,  power,
and  authority to enter into this  Agreement and perform the acts required of it
hereunder,  (b)  the  execution  of  this  Agreement  by  such  party,  and  the
performance by such party of its  obligations and duties  hereunder,  do not and
will not violate any  agreement to which such party is a party or by which it is
otherwise  bound,  and (c) when  executed  and  delivered  by such  party,  this
Agreement will constitute the legal, valid and binding obligation of such party,
enforceable against such party in accordance with its terms.

         7.2 Disclaimer of Any Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES
STATED IN SECTION  7.1,  NEITHER  PARTY MAKES ANY  WARRANTY,  EXPRESS,  IMPLIED,
STATUTORY OR OTHERWISE,  WITH RESPECT TO NETCENTIVES'  CONSULTING SERVICES,  THE
INCENTIVES   MANAGEMENT  SYSTEM  OR  THE  VALUESTAR  PROGRAM,   AND  EACH  PARTY
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS
FOR  A  PARTICULAR  PURPOSE,  FREEDOM  FROM  COMPUTER  VIRUS,  AND  ANY  IMPLIED
WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION,
NETCENTIVES  DOES NOT  WARRANT  THAT ITS  SYSTEMS OR SERVERS  (AS DEFINED IN THE
MANUAL), OR THE INFORMATION CONTAINED THEREON ARE ERROR-FREE.

         7.3 Limitation of Liability. EXCEPT FOR LIABILITY ARISING UNDER SECTION
7.5, IN NO EVENT SHALL EITHER  PARTY'S  LIABILITY  ARISING OUT OF THIS AGREEMENT
EXCEED THE NET CASH AMOUNTS  RECEIVED BY NETCENTIVES  FROM VALUESTAR  HEREUNDER.
EXCEPT FOR  LIABILITY  ARISING UNDER SECTION 7.5, IN NO EVENT SHALL EITHER PARTY
BE LIABLE TO THE OTHER FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
LOST PROFITS, LOST DATA, OR ANY CONSEQUENTIAL,  SPECIAL, EXEMPLARY,  INCIDENTAL,
OR INDIRECT  DAMAGES,


                                      -23-



<PAGE>



HOWEVER  CAUSED AND ON ANY THEORY OF LIABILITY  (INCLUDING  NEGLIGENCE OR STRICT
LIABILITY),  ARISING OUT OF THIS AGREEMENT,  EVEN IF SUCH PARTY HAS BEEN ADVISED
OF  THE   POSSIBILITY   OF  SUCH   DAMAGES.   THESE   LIMITATIONS   SHALL  APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

         7.4  Independent  Contractors.  The  relationship  of  Netcentives  and
ValueStar established by this Agreement is that of independent contractors,  and
nothing contained in this Agreement shall be construed to constitute the parties
as agents, partners, joint venturers,  co-owners or otherwise as participants in
a joint or common undertaking.

         7.5 Indemnification.

                  (A) By  Netcentives.  Netcentives  hereby agrees to indemnify,
defend and hold harmless ValueStar,  its successors,  assigns, agents, officers,
directors, and employees,  from and against any and all claims, losses, damages,
suits, judgments,  costs and expenses (including litigation costs and reasonable
attorneys'  fees)  arising  out  of or  relating  to:  (i)  an  allegation  that
ValueStar's  use of  Netcentives'  Marks in strict  accordance with the terms of
this  Agreement  infringes  any  copyright  or  trademark,  (ii) a breach of any
representation  or  warranty  set forth in  Section  7.1(A)  and (C),  (iii) any
damages resulting from Netcentives' gross negligence or willful misconduct, (iv)
any claims  relating  to the  Patents,  (v) a claim that the  Licensed  Software
infringes any copyright or patent of any third party  (subject to the mitigation
procedure set forth in the Software  License),  and (vi) a Consumer complaint or
dispute to the extent covered by Netcentives'  indemnity obligation set forth in
the "Error and Dispute  Procedures"  section in the Manual;  provided,  however,
that in each such case ValueStar (x) promptly notifies Netcentives in writing of
any such  allegation or claim,  (y) provides  Netcentives  with sole control and
authority over the defense or settlement thereof (provided that Netcentives will
not enter into any settlement  without  ValueStar's prior written consent);  and
(z) provides reasonable  cooperation to Netcentives in defending or settling any
such claim at Netcentives'  sole expense.  Netcentives  shall not be required to
indemnify  ValueStar  under this  Agreement  to the extent any  claims,  losses,
damages,  suits,  judgments,  costs and  expenses for which  indemnification  is
sought are  determined to be a direct result of the gross  negligence or willful
misconduct of ValueStar in the performance of its services hereunder.

                  (B) By ValueStar. ValueStar hereby agrees to indemnify, defend
and hold  harmless  Netcentives,  its  successors,  assigns,  agents,  officers,
directors, and employees,  from and against any and all claims, losses, damages,
suits, judgments,  costs and expenses (including litigation costs and reasonable
attorneys'  fees)  arising  out  of or  relating  to:  (i)  an  allegation  that
Netcentives'  use of ValueStar's  Marks in strict  accordance  with the terms of
this  Agreement  infringes  any  copyright  or  trademark,  (ii) a breach of any
representation   or  warranty  set  forth  in  Section  7.1(B)  and  (C),  (iii)
ValueStar's  failure to collect or remit any Taxes  relating to its  purchase or
distribution  of Points,  (iv) any award,  redemption,  or  conversion of Points
arising  out of a  fraudulent  or invalid  Qualifying  Activity  with  regard to
Promotions  that do not conform to those set forth in Exhibit F, or that contain
a proposed Qualifying  Activity that does not require sufficient  authentication
of the Consumer as a unique user in accordance  with  Netcentives'  security and
validation  practices;  (v) the ValueStar Program,  except where Netcentives has
the  obligation to indemnify  ValueStar  pursuant to the terms of Section 7.5(A)
above;  (vi) any damages  resulting from ValueStar's gross negligence or willful
misconduct;  (vii) any claims relating to any Third Party Loyalty  Program;  and
(viii) a Consumer  complaint  or dispute  to the extent  covered by  ValueStar's
indemnity  obligation set forth in the "Error


                                      -24-



<PAGE>


and Dispute Procedures" section in the Manual;  provided,  however, that in each
such case  Netcentives  (x) promptly  notifies  ValueStar in writing of any such
allegation or claim, (y) provides ValueStar with sole control and authority over
the defense or settlement  thereof  (provided that ValueStar will not enter into
any settlement  without  Netcentives'  prior written consent);  and (z) provides
reasonable  cooperation  to ValueStar in defending or settling any such claim at
ValueStar's  sole  expense.   ValueStar  shall  not  be  required  to  indemnify
Netcentives  under this  Agreement  to the extent any claims,  losses,  damages,
suits,  judgments,  costs and expenses for which  indemnification  is sought are
determined to be a direct result of the gross  negligence or willful  misconduct
of Netcentives in the performance of its services hereunder.

         7.6 Notices.  All notices and demands hereunder shall be in writing and
shall be delivered by personal service or by facsimile,  certified or registered
mail, or return receipt  express  courier to the address of the receiving  party
set forth on the signature  page of this  Agreement,  or to any other address of
the  receiving  party  designated  by  written  notice in  accordance  with this
paragraph.  A copy of notices to Netcentives shall be sent to the Executive Vice
President,  Operations and Chief  Financial  Officer of  Netcentives.  A copy of
notices to  ValueStar  shall be sent to the  General  Manager,  Chief  Operating
Officer and Chief Financial Officer of ValueStar.

         7.7  Waiver,  Amendment  and  Modification.  No  waiver,  amendment  or
modification  of any provision  hereof shall be effective  unless in writing and
signed by the party  against whom such  waiver,  amendment  or  modification  is
sought to be  enforced.  No failure by either  party to exercise and no delay by
either  party in  exercising  any  right,  power or remedy  with  respect to the
obligations  secured  hereby shall  operate as a  subsequent  waiver of any such
right, power or remedy.  Notwithstanding the foregoing,  nothing shall limit the
right of Netcentives to amend the Manual,  which  amendment will have the effect
of being binding on ValueStar and ValueStar Merchants with respect to the future
operation of Promotions.

         7.8  Assignment.  Each  of the  parties  agrees  that  its  rights  and
obligations  under this Agreement may not be transferred or assigned directly or
indirectly  without the prior written  consent of the other party (which consent
will not be unreasonably  withheld or delayed),  and any assignment made without
such consent shall be void.  Notwithstanding the foregoing,  no consent shall be
required for an assignment of this  Agreement  made pursuant to a merger or sale
of all or substantially  all of the assets, or sale of all the outstanding stock
of a party,  subject to Sections  5.2(C) and (D). This  Agreement  will bind and
inure to the benefit of the parties and their successors and permitted assigns.

         7.9  Severability.  In the  event  that any of the  provisions  of this
Agreement   shall  be  held  by  a  court  of  competent   jurisdiction   to  be
unenforceable, such provision will be enforced to the maximum extent permissible
and the  remaining  portions of this  Agreement  shall  remain in full force and
effect.  The parties  agree to negotiate in good faith a  substitute,  valid and
enforceable  provision  that most nearly  effects the parties'  intent and to be
bound by the mutually agreed substitute provision.

         7.10 Force Majeure.  Neither party shall be responsible for any failure
to perform (except for payment  obligations) due to unforeseen  circumstances or
to causes  beyond its control,  including  but not limited to acts of God,  war,
riot, embargoes, acts of civil or military authorities, fire, floods, accidents,
strikes,  shortages  of  transportation  facilities,   fuel,  energy,  labor  or
materials or failures of  telecommunications  or electrical  power  supplies.  A
party  whose  performance  is  affected by a force  majeure  condition  shall be
excused  from such  performance  to the  extent  required  by the force  majeure
condition  so long as such party takes all  reasonable  steps to avoid or remove
such causes of


                                      -25-



<PAGE>



nonperformance and immediately  continues performance whenever and to the extent
such causes are removed.

         7.11 Entire  Agreement;  Amendment.  This Agreement,  together with the
ClickRewards Merchant Agreement,  the Software License, the Manual, the Supplier
Agreement and all exhibits to this  Agreement,  constitutes the final and entire
agreement  between the  parties  and may not be modified or amended  except by a
writing signed by both of the parties.

         7.12  Settlement of Disputes.  To the fullest extent  permitted by law,
any dispute,  claim or  controversy  of any kind arising is connection  with, or
relating to, this Agreement,  except for a dispute, claim or controversy arising
under Sections 6.4 (Trademarks) and/or 6.1 (Confidentiality),  shall be resolved
exclusively  by binding  arbitration  in San Francisco  County,  California,  in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association  then in effect,  by three (3)  arbitrators  appointed in accordance
with said rules. Judgment on the award rendered by the arbitrators my be entered
into any court of competent jurisdiction.

         7.13  Additional  Matters.  The  headings  and  captions  used  in this
Agreement  are  for  convenience  only,  and  shall  not in any way  affect  the
interpretation  of the  provisions  of this  Agreement.  This  Agreement  may be
executed in  counterparts,  each of which shall be deemed an original and all of
which  together  shall  constitute  one  instrument and shall be governed by and
construed  in  accordance  with the laws of the  State  of  California,  without
reference to conflict of laws provisions thereof.



                            {SIGNATURE PAGE FOLLOWS}







                                      -26-



<PAGE>


AGREED AND ACCEPTED BY:

NETCENTIVES INC.
                                                    Address:
Date:
     ------------------------------------
                                                    475 Brannan Street
                                                    San Francisco, CA 94107
By: /s/ J F LONGINOTTI                              Facsimile: (415) 538-1889
   -------------------


Name: J F. Longinotti


Title: COO



VALUESTAR CORPORATION
                                                    Address:


Date:
     ------------------------------------
                                                    360 22nd Street, Suite 210
                                                    Oakland, CA  94612
By: /s/ JIM STEIN                                   Facsimile: (510) 808-1400

Name: Jim Stein


Title:  CEO



                                      -27-



<PAGE>


                                   EXHIBIT A1

                        TRADEMARKS AND LOGOS OF VALUESTAR



VALUESTAR

TO BE PROVIDED BY 5-12-00






                                   EXHIBIT A2

                       TRADEMARKS AND LOGOS OF NETCENTIVES



NETCENTIVES



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CONFIDENTIAL                          -28-


<PAGE>


                                    EXHIBIT B

                   INCENTIVES MANAGEMENT SYSTEM POLICY MANUAL



[GRAPHIC OMITTED][GRAPHIC OMITTED]




Incentives Management System Policy Manual


1.  Description

Netcentives  has developed the Incentives  Management  System,  which provides a
branded  promotional  currency  that you  (the  "Licensee")  can use to  enhance
marketing efforts to Consumers. This Incentives Management System Policy Manual,
as amended from time to time, (the "Manual")  constitutes part of the Incentives
Management Program Agreement (the "Agreement") between Licensee and Netcentives.
To the extent  there is any  direct  and  irreconcilable  conflict  between  the
Agreement and this Manual, the Agreement shall control.

2.  Definitions

The  following  definitions  shall  apply  for  purposes  of  this  Manual.  All
capitalized  terms not defined  herein shall have the meaning  given them in the
Agreement.

"Adjustment"  means the return  transfer to a Promotion  Account of a portion of
Points  previously  Granted  to a  Consumer  Account  or a New  Account  under a
Qualifying Activity.

"Client  Software"  means the software,  in object code form, used to access the
Server Software.

"Client System" means the designated system that runs the Client Software.

"Cryptographic  Key" means the data used to encrypt and digitally  sign data for
secure storage and transmission.

"Deposit Request Authorization" (or "DRA") means the digital message provided by
Netcentives to Licensee, in response to a DRM, indicating approval of a Grant to
a  Consumer  Account  or New  Account,  and  confirming  that  Points  are being
transferred in accordance with the corresponding DRM.

"Deposit  Request  Message (or "DRM")"  means the  digital  message  provided by
Licensee to  Netcentives  requesting  Grant  authorization  and the  transfer of
Licensee's Points to a Consumer Account or New Account on the behalf of a Member
or Consumer, respectively.

A "Grant"  occurs when  Licensee  determines  that a Consumer has earned  Points
under a Qualifying  Activity,  grants the  designated  number of Points for such
Qualified  Activity to such  Consumer,  and notifies such Consumer of his or her
earning activity.

"New Account"  means the  temporary  account  established  by  Netcentives  on a
Consumer's behalf following such Consumer's initial Qualifying Activity. The New
Account  will  maintain  a  temporary  record  of  balances  of such  Consumer's
accumulated  Points  until  such  Consumer  becomes a Member,  at which time the
balance of Points will be transferred to such Consumer's Consumer Account.


CONFIDENTIAL                         -29-

<PAGE>


"Password"  means the  identifying  information  that  confirms  that a Consumer
Account belongs to a specific Consumer or Member.

"Program"  means the  consumer  incentives  program  which is the subject of the
Agreement.

"Reversals"  means the  return  transfer  to a  Promotion  Account of all Points
previously  Granted to a Consumer  Account or a New Account  under a  Qualifying
Activity.

"Server  Software"  means the software,  in object code format,  used to deliver
DRMs to Netcentives.

"Server System" means the dedicated system that runs the Server Software.

"Software"  means  the  Client  Software  together  with  the  Server  Software,
collectively known as the RewardBroker software.

"System" means the Client System together with the Server System.


3.  Transactions; General


Licensee will designate at least one authorized  contact person  responsible for
day-to-day  maintenance of Promotion Accounts,  and provide Netcentives with the
name and contact information for such person. Both parties will respond promptly
to requests for assistance and information relating to the Incentives Management
System. Both parties will use reasonable  commercial efforts to minimize service
disruptions and customer service issues, and to facilitate software maintenance.


Transaction Processing
The  transaction  processing  procedure  and  respective   responsibilities  are
outlined below:

Deposit Request Messages (DRMs)

For every Qualifying Activity performed by Consumer,  Licensee will submit a DRM
to Netcentives  requesting the transfer of Points from Licensee's Account to the
applicable  Consumer  Accounts  or New  Accounts.  Each DRM  shall  contain  the
identifying data specified below, and any other information that Netcentives and
Licensee mutually agree will be supplied under that particular Promotion.

The DRM identifying data shall include:

a)   Consumer's e-mail address;

b)   Consumer ID information;

     (i) Last four digits of Consumer's home or office Zip Code; or

     (ii)Last four digits of Consumer's home or office phone number.

a)   Licensee's  Promotion ID number (supplied by Netcentives upon  registration
     of Promotion);

b)   Number of Points to be awarded to the Consumer;

c)   AUTH_STRING  (used to authenticate  messages sent from Licensee's server to
     Netcentives' server);

d)   Host Name (name of the host on which the IMS runs); and

e)   Port Number (Port on the IMS-API which sends messages to the IMS).


CONFIDENTIAL                          -30-

<PAGE>


For each Qualifying Activity, Licensee shall submit a DRM within 24 hours of the
performance of the Qualifying Activity,  provided,  however, that for Qualifying
Activities  involving  purchases,  Licensee may choose to submit a DRM within 24
hours of the  confirmation,  credit  authorization  or completion of the payment
required for such purchase.  Licensee will clearly  communicate to the Consumer,
in the manner  specified  by  Netcentives,  that Points will be Granted once the
purchase transaction has been processed.

Licensee  understands  that  Netcentives  will rely on and act upon any DRM that
reasonably  appears to be valid, and Licensee agrees to be liable for any Points
transferred pursuant to such DRM.

Deposit Request Authorizations (DRAs)

Upon approval of a DRM, Netcentives will issue a DRA to Licensee authorizing the
Grant of Points to Consumers and notifying  Licensee that the appropriate amount
of Points will be debited  from the  Promotion  Account and  transferred  to the
applicable  Consumer Account or New Account.  Issuance of the DRA may be subject
to earning limits placed on Consumer Accounts or other restrictions  established
by Netcentives.

In the event of System failure, or if the DRM process is interrupted or delayed,
Licensee will post a message to Consumer  indicating that Point earning activity
is pending approval.

If  Netcentives  does not  approve  a DRM,  Netcentives  will  provide a digital
message  stating  that such DRM has been denied,  and Licensee  shall follow the
applicable procedures provided by Netcentives.

Debiting and Crediting Accounts

Upon the Grant of Points to a Consumer, Netcentives will debit the requested and
authorized  amount  from the  Promotion  Account  and credit  such amount to the
applicable  Consumer  Account  (or, in the event that such  Consumer has not yet
opened a Consumer  Account,  to a new Consumer  Account based on such Consumer's
e-mail address).

Reversals and Adjustments

Licensee may request  Reversals  or  Adjustments  of Grants to  Consumers  under
appropriate  circumstances,  such as return  of goods  purchased  by  Consumers.
Netcentives  will debit the  designated  amount of Points  from the  appropriate
Consumer  Account  and credit  those  Points  back to the  applicable  Promotion
Account.  Netcentives  reserves  the right to refuse to  process a  Reversal  or
Adjustment for any reason,  including (i) an  insufficient  balance of Points in
the applicable  Consumer Account or (ii) the fact that all or any portion of the
specific Grant to be reversed has already been  redeemed.  Licensee shall pay to
Netcentives  the fee set forth in the  Agreement for each Reversal or Adjustment
performed.

In all requests for Reversals or Adjustments,  Licensee will include the date of
the request, the Consumer Account e-mail address, and the amount of Points to be
debited from the Consumer Account.  Such amount may not exceed the amount of the
Grant associated with the initial transaction.


Customer Service

Netcentives  will provide  e-mail  support for  Consumers  and  Licensee  during
Netcentives'  regular customer support hours (Monday to Friday, 9 a.m. to 5 p.m.
PST,  excluding  holidays).  Licensee will forward or refer all Member inquiries
related to the Program it receives to  Netcentives.  Netcentives  will refer all
inquiries related to Licensee's products, services, or promotion to Licensee.


CONFIDENTIAL                          -31-


<PAGE>


Records

Licensee  agrees to  maintain  the  following  records  relating  to  Qualifying
Activity transactions. Such records shall be treated as Confidential Information
in  accordance  with the  terms of the  Agreement,  and  shall  be  provided  to
Netcentives upon request to settle Consumer disputes.  Licensee  understands and
agrees  that  Netcentives  will  rely on the  accuracy  of such  records  in the
transferring  of  ClickMiles  and in the Consumer  dispute  resolution  process.
Additionally,  Netcentives may request copies of Licensee  dispute and operating
procedures,  and Licensee  agrees to notify  Netcentives  of any changes to such
procedures affecting the Program.

o    Licensee  and  Netcentives  will  maintain,  in a secure  and  confidential
     manner,  an  original  record,  or a complete  and legible  copy,  of every
     Qualifying  Activity completed by a Consumer.  Qualifying  Activity records
     shall be contained in files named  "audit.dat" and  "audit.dat.(mnth).(yr)"
     and  should  be  kept  indefinitely.  Such  records  shall  be  treated  as
     Confidential Information in accordance with the terms of the Agreement, and
     shall be provided to Netcentives upon request to settle Consumer  disputes.
     Licensee  understands and agrees that Netcentives will rely on the accuracy
     of such records in the  transferring of Points and in the Consumer  dispute
     resolution  process.  Additionally,   Netcentives  may  request  copies  of
     Licensee  dispute and operating  procedures,  and Licensee agrees to notify
     Netcentives of any changes to such procedures affecting the Program.

o    Licensee    will    maintain     Qualifying    Activity    records    named
     "CURRENCY_TRANSFER"  that appear in the database table at Licensee's  site.
     Such  records  will  contain,  among other  things,  the  consumer's  email
     address,  amount of points transferred,  promotion ID of the award, and the
     bill-to postal code of the  consumer's  credit card used for the Qualifying
     Activity.

o    Licensee will provide and maintain data in a database at Licensee's site in
     the   following   tables:    NETC_TRANSACTIONS,    NETC_TransNotOptIn   and
     NETC_TransItems.  The data in these  tables  shall  include  the  following
     information  relating to each purchase  transaction  executed at Licensee's
     site:  consumer's email address,  date consumer submitted credit card, date
     credit card was billed, amount of purchase, consumers' bill-to postal code,
     and the list of SKU codes for items purchased.  Such data shall be retained
     by Licensee  for at least six months prior to being  archived.  Netcentives
     agrees that no such data shall be removed from Licensee's site.


Error and Dispute Procedures

Licensee and  Netcentives  agree that they will at all times operate the Program
in a  manner  intended  to  limit  Consumer  complaints.  Licensee  will  notify
Netcentives  of any Consumer  complaint or dispute that comes to its  attention.
Netcentives will investigate all Consumer  complaints or disputes related to the
Program,  and Licensee will cooperate with such investigation to the extent such
complaint or dispute is related to Licensee's participation in the Program.

In the event  that a Consumer  complaint  or  dispute  arises out of  Licensee's
failure  to comply  with this  Manual or the  material  terms of the  Agreement,
Licensee shall be  responsible  for any money damages or other costs arising out
of  such  complaint  or  dispute,  and  shall  reimburse   Netcentives  for  any
out-of-pocket costs attributable to such complaint or dispute. In the event that
a Consumer  complaint or dispute  arises out of  Netcentives'  failure to comply
with this Manual or the material  terms of the Agreement,  Netcentives  shall be
responsible  for any money damages or other costs arising out of such


CONFIDENTIAL                         -32-

<PAGE>


complaint or dispute,  and shall reimburse Licensee for any out-of-pocket  costs
attributable to such complaint or dispute.


Fraud and Program Abuse

Licensee  and  Netcentives  will  take all  reasonable  actions  to  investigate
potential  acts of fraud or abuse.  Licensee will  cooperate with all reasonable
requests of Netcentives  concerning  investigation  and/or prosecution of anyone
engaging in, or suspected of engaging in, fraud or abuse,  including cooperating
with any civil or criminal prosecution.

In the  event  that  Licensee  detects  any  fraud or abuse in  relation  to the
issuance,  earning,  or redemption of Points,  Licensee shall immediately notify
Netcentives of such detection. Licensee may at its discretion void a transaction
electronically if it reasonably  determines that such transaction involves fraud
or abuse. Netcentives may at its discretion suspend or cancel a Consumer Account
if it suspects fraud or abuse.

Netcentives may from time to time request  Licensee's  cooperation in developing
improved   procedures  for  fraud  and  abuse   detection,   investigation   and
elimination.

Netcentives  may  suspend  any  Promotion  Accounts  and delay the  debiting  or
crediting of any transactions with respect thereto during a pending,  good faith
investigation  into any suspected acts of fraud.  Licensee  agrees that it shall
respond  promptly to  Netcentives'  requests  for  information  relating to such
suspected acts of fraud, and shall provide reasonable  assistance to Netcentives
for the purposes of minimizing such acts of fraud and their operational impact.


Risk Management and Security
Software Installation and Maintenance

Netcentives  will provide Client Software and Server Software to be installed on
the Client  System  and  Server  System,  respectively,  which  will  enable the
Licensee to submit Deposit Request Messages and Grant Points to Consumers. Usage
of the Software  will be governed by the  Incentives  Management  System  Client
Software License Agreement. Netcentives will provide telephone technical support
to  assist  Licensee  in its use of the  Software.  Licensee  will  install  any
upgrades to Cryptographic  Keys provided by Netcentives  within twenty-four (24)
hours following delivery by Netcentives to Licensee.

Software Physical and Logical Security

Licensee shall run the Client Software on a designated Client System and run the
Server Software on a dedicated Server System.  Only applications  needed for the
proper  operation  of the  Server  Software  can be  run on the  Server  System.
Licensee  shall ensure  security of these Systems and Software at all times such
Systems and  Software are stored by the  Licensee.  Licensee's  security  system
shall contain the following security controls:

|X|  Physical  security  controls  isolating the Systems from physical access by
     anyone not directly authorized to manage the Systems.

|X|  Logical access  controls that enforce  positive  control over access to the
     Systems and Software.

|X|  Code integrity controls that verify the integrity of the Software.

|X|  Connectivity  controls  that  ensure that all  network  connections  to the
     Systems  are under the  positive  control of those  personnel  with  direct
     responsibility for the security of the Software.


CONFIDENTIAL                        -33-



<PAGE>



|X|  Physical security controls isolating the Cryptographic Key ignition strings
     from  physical  access by anyone not  directly  authorized  to manage  such
     strings. The key ignition strings shall not be stored on any magnetic media
     or in any electronic form.

|X|  All Cryptographic Keys that support security  functionality for the Program
     will be used and  stored  solely  within  secure,  dedicated  Software  and
     Systems.

|X|  Positive controls over all Consumer  information and data,  including,  but
     not limited to, an encrypted system  commensurate with SSL for the transfer
     and receipt of (a) newly  assigned  Consumer  passwords and (b) sign-up and
     earning data provided by Consumers.

The above-listed  security  controls shall generate  effective audit trails that
are secure  from  modification  and  unauthorized  access,  and that may be made
available to Netcentives upon request.

All storage and  security  systems are  subject to  inspection  and  approval by
Netcentives prior to the delivery of the Software.

Licensee's General Duties
Licensee will, at all times:

a)   submit a DRM to Netcentives  for any valid request for Points  presented by
     Consumers;

b)   not Grant Points without receiving a DRA;

c)   not  request a Member  Password  or any  other  means of  Consumer  Account
     verification  on behalf of  Netcentives  unless  agreed  upon in writing by
     Netcentives;

d)   not  knowingly  request a DRA,  or  knowingly  Grant  Points to a  Consumer
     Account or New  Account,  for earning  activity  which is  performed by any
     person other than the individual for which the request is made;

e)   not  convert  Points  into cash or sell  Points to  Consumers  or any other
     individuals directly for cash;

f)   not indicate or suggest in any manner that Netcentives  endorses Licensee's
     products, activities, or services.

g)   not  impose  any  extra  surcharges,  including  tax,  upon  Consumers  for
     participation  in the Program other than those permitted under this Manual,
     the Promotion, or in the Agreement;

h)   make its general policies clear and available to Consumers;

i)   Grant  Points to  Consumers in amounts  equal to those  originally  offered
     and/or  advertised  to  Consumers  at the point of sale  under a  Qualified
     Activity;

j)   follow the security, fraud prevention and other procedures outlined in this
     Manual;

k)   not impair  Netcentives'  ability to enforce  the terms and  conditions  of
     membership  in the Program or  encourage  Members to violate such terms and
     conditions;

l)   comply with  applicable  laws,  rules and  regulations  with respect to its
     operations,  its  marketing  and sale of its products or services,  and its
     representation of the Program and Licensee's involvement in the Program.


CONFIDENTIAL                            -34-


<PAGE>


Netcentives General Duties
Netcentives will, at all times:

a)   provide a response to all DRMs posted by Licensee to Netcentives;

b)   be responsible  for  accurately  crediting  Consumer  Accounts and debiting
     Promotion  Accounts for Grants  requested by the Licensee and authorized by
     Netcentives;

c)   use its best efforts to ensure the secure  transmission of data transmitted
     by Licensee to Netcentives via the Server Software.

d)   follow the security,  fraud  prevention,  and other procedures  outlined in
     this Manual;

e)   provide customer service to Members;

f)   maintain  the  Program,  and permit  Members to  realize  benefits  through
     redemption  of Points  earned  through  participation  in the  Program  and
     Promotions;

g)   comply with  applicable  laws,  rules and  regulations  with respect to its
     operation of the Program.


Miscellaneous
Amendments to Manual

Netcentives  may from time to time update or modify this Manual,  in whole or in
part, in its discretion. Any such updates or modifications (the "Modifications")
will be  effective  thirty  (30) days  following  Licensee's  receipt of the new
version of this Manual. It is Licensee's  responsibility to read and comply with
any Modifications to the Manual.

Enforcement

Netcentives'  failure to exercise or enforce any of its rights under this Manual
will  not act as a waiver  of such  rights  or of any of its  rights  under  the
Agreement.



CONFIDENTIAL                             -35-



<PAGE>


                                    EXHIBIT C

                                  BASIC REPORT



WEEKLY REPORT FOR WEEK ENDING Nov ##, 1998 FROM SERVER XXXXXXXXXXXX

*****





* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.


CONFIDENTIAL                              -36-


<PAGE>


                                   EXHIBIT D1

                             CONSULTING FEE SCHEDULE



The  Agreement  provides  for  services to be  delivered  by  Netcentives  up to
specified  limits of hours worked or deliverables  completed.  The following fee
schedule  applies to services  ValueStar may contract for beyond those specified
in the Agreement:

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

Service Description                                         Fee
--------------------------------------------------- --------------------
Marketing Consulting Services
--------------------------------------------------- --------------------
Marketing Promotion Consulting                             *****
--------------------------------------------------- --------------------
Strategic Promotion Consulting                             *****
--------------------------------------------------- --------------------
Reward Strategy and Sourcing Consulting                    *****
--------------------------------------------------- --------------------
Web Site Production
--------------------------------------------------- --------------------
HTML production                                            *****
--------------------------------------------------- --------------------
Art production                                             *****
--------------------------------------------------- --------------------
Art direction and design                                   *****
--------------------------------------------------- --------------------
Copy development                                           *****
--------------------------------------------------- --------------------
Partner Integrations
--------------------------------------------------- --------------------
Standard Integration for Merchant Partners            See Exhibit D2
--------------------------------------------------- --------------------
Standard Integration for Suppliers                    See Exhibit D2
--------------------------------------------------- --------------------
Additional Integration Consulting                          *****
--------------------------------------------------- --------------------
Software Integration
--------------------------------------------------- --------------------
Software Integration Project Management                    *****
--------------------------------------------------- --------------------
Software Integration Consulting                            *****
--------------------------------------------------- --------------------

Netcentives  will provide  services as mutually  agreed  between  ValueStar  and
Netcentives,  subject to resource availability.  *****] ValueStar will reimburse
Netcentives  for all  reasonable  expenses  incurred in providing  such services
(including, without limitation, travel, travel time and lodging expenses).


* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.


                                      -37-


<PAGE>


<TABLE>

                                   EXHIBIT D2

                                  SERVICE FEES
<CAPTION>

--------------------- ------------------------------------------ ------------------------- ---
<S>                   <C>                                        <C>
Service               Definition                                 Price
--------------------- ------------------------------------------ ------------------------- ---
Standard Customer     Up to ***** contacts per *****             *****
Service               transactions
--------------------- ------------------------------------------ ------------------------- ---
Extended Customer     Above ***** contacts per *****             *****
Service               transactions
----------------------------------------------------------------------------------------------
Customer  service  metrics  and fees and  calculated  based on a  quarterly  average and billed
quarterly.  Payments due net 30. More  frequent  updates  about  customer  service  metrics (as
frequently as monthly) are available from your account manager upon request.  Transactions  are
defined as any earning or redemption  activity in the ValueStar Program. A "contact" is defined
as an email or other response that is generated by Netcentives'  customer service department in
response  to or as a  result  of any  ValueStar-specific  inquiry  made by a  consumer  that is
prompted by ValueStar's  action,  ValueStar's  failure to perform a necessary  action or issues
relating to the ValueStar Program.
----------------------------------------------------------------------------------------------
--------------------- ------------------------------------------ ------------------------- ---
Standard Reversals    Using RewardBroker architecture            *****
--------------------- ------------------------------------------ ------------------------- ---
Non-Standard          Using means other than RewardBroker        *****
Reversals             architecture
--------------------- ------------------------------------------ ------------------------- ---
Reversal fees will be calculated and billed quarterly. Payments due net 30.
----------------------------------------------------------------------------------------------
--------------------- ------------------------------------------ ------------------------- ---
New  Partner          o    Up  to *****  hours  for Standard     *****
Integrations (in           Integration, set-up, and training
excess of included                                               *****
Partner
Integrations)
--------------------- ------------------------------------------ ------------------------- ---
Reward Broker         Annual Maintenance Fee for Software        *****
Maintenance Fee
--------------------- ------------------------------------------ ------------------------- ---
Web Deposit Service   Monthly Maintenance/Service Fee            *****
Fee
----------------------------------------------------------------------------------------------
Setup and maintenance fees billed monthly.  Payment due net 30.
----------------------------------------------------------------------------------------------
--------------------- ------------------------------------------ ------------------------- ---
Merchant Center       Access to Online Reporting                 *****
--------------------- ------------------------------------------ ------------------------- ---


<FN>
* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.
</FN>
</TABLE>







CONFIDENTIAL                          -38-




<PAGE>



                                    EXHIBIT E

                  NETCENTIVES INC. INCENTIVES MANAGEMENT SYSTEM

                        CLIENT SOFTWARE LICENSE AGREEMENT

This license  agreement (the "License")  authorizes  ValueStar  Corporation (the
"Licensee")  to use  the  Licensed  Software  (as  defined  below)  and  related
documentation  subject  to the  conditions  set forth  below.  Please  read this
Agreement  carefully before  installing the Licensed  Software.  By downloading,
installing  and/or using the Licensed  Software,  Licensee agrees to be bound by
the terms and  conditions  stated  below.  If Licensee does not agree to all the
terms and conditions of this Agreement,  Licensee may not download,  install, or
use the Licensed Software.

1. DEFINITIONS.  As used in this Agreement,  the term "Licensed  Software" means
the Netcentives Inc. Incentives  Management Services Client Software,  in object
code form only, made available to Licensee for download or otherwise provided to
Licensee by  Netcentives  in  connection  with the  ValueStar  Program,  and any
documentation  provided  therewith.  The term  "Licensed  Software"  shall  also
include source code solely to the extent Netcentives makes source code available
to  Licensee.  The term  "Agreement"  means the  Incentives  Management  Program
Agreement  between  ValueStar  and  Netcentives.  Capitalized  terms not defined
herein shall have the meanings given them in the Agreement.

2.  INTELLECTUAL  PROPERTY  AND TITLE.  All title in and  intellectual  property
rights related to the Licensed Software are owned by and retained by Netcentives
and its licensors, and its structure,  organization,  and underlying source code
are the  valuable  trade  secrets of  Netcentives  and its  licensors.  Licensee
acknowledges that no title to the intellectual property in the Licensed Software
is  transferred  to Licensee,  and  Licensee  will not acquire any rights to the
Licensed  Software  except  for the  license  as set forth  herein.  Netcentives
reserves all rights not expressly granted herein.

3.  LICENSE  AND USE.  Netcentives  hereby  grants to  Licensee a  nonexclusive,
nontransferable  license,  without the right to  sublicense,  (i) to install the
Licensed  Software onto a computer hard disk or other permanent storage media of
one (1) computer and to load the Licensed  Software from the  permanent  storage
media into a central  processing  unit for  purposes of  executing  the Licensed
Software  for the sole purpose of  participating  in the  ValueStar  Program and
performing  its  obligations  related  thereto,  and  (ii) to use,  modify,  and
incorporate into Licensee's software or systems,  the source code made available
to Licensee by  Netcentives  for the sole  purpose of  customizing  the Licensed
Software for Licensee's systems.  Licensee may not copy, modify, make derivative
works of, or distribute the Licensed Software, except: Licensee may make one (1)
copy of the Licensed  Software on magnetic  media as an archival  back-up  copy.
Licensee  must  reproduce  and  include  all  copyright,  trademark,  and  other
proprietary  notices  of  Netcentives  with  any  copies  Licensee  makes of the
Licensed  Software.  Licensee's  agents shall be entitled to exercise the rights
granted  under  this  Section 3 on  Licensee's  behalf,  provided  that any such
agent(s) agree in writing to be bound by the terms of this License.


CONFIDENTIAL                          -39-



<PAGE>



4. OTHER  RESTRICTIONS.  The Licensed  Software is owned by Netcentives  and its
licensors and is protected by United  States  copyright  laws and  international
treaty provisions.  Licensee may not copy, export, re-export,  sublicense, rent,
lease, or distribute the Licensed  Software except as expressly  permitted under
this License. Licensee may not reverse engineer, reverse compile, or disassemble
the Licensed Software.

5. SUPPORT.  Netcentives will provide  telephone and e-mail technical support to
Licensee  with  regard  to  Licensee's  use  of  the  Licensed  Software  during
Netcentives' regular business hours.

6. ERRORS AND BUG FIXES.  Licensee  agrees to notify  Netcentives of any errors,
bugs,  or defects in the Licensed  Software  promptly  upon  discovery  thereof.
Netcentives will use its reasonable  commercial  efforts to fix any such errors,
bugs, or defects.

7. UPGRADES. Netcentives intends to create and provide to Licensee enhancements,
updates, and/or upgrades to the Licensed Software, but is under no obligation to
do so. Licensee agrees to download and install any such  enhancements,  updates,
and/or  upgrades within (30) days following  receipt of notice from  Netcentives
that such enhancements,  updates,  and/or upgrades are available for download by
Licensee.

8.  SECURITY AND  INSPECTION.  Licensee  agrees that at all times  Licensee will
comply  with the  physical  and  logical  security  obligations  related  to the
Licensed  Software  set forth in the  Policy  Manual  provided  to  Licensee  by
Netcentives.  Licensee agrees to permit  Netcentives,  its agents, or employees,
upon  reasonable  notice and  during  regular  business  hours,  to inspect  all
premises under Licensee's control where the Licensed Software is copied, used or
stored, for the sole purpose of verifying compliance with this License.

9.  CONFIDENTIALITY.  Licensee  hereby  acknowledge  that the Licensed  Software
contains Netcentives' confidential and proprietary information.  Licensee hereby
agrees  that  as to  any  of the  Licensed  Software  believed  by  Licensee  or
identified to Licensee by  Netcentives  as being  confidential  or  proprietary,
Licensee  will  keep such  Licensed  Software,  or  portion  thereof,  in strict
confidence  and will not reveal it to anyone  unless  Licensee  is  required  to
disclose   it  by  order  of  a  judicial   tribunal   or   government   agency.
Notwithstanding any failure to so identify it, any source code made available to
Licensee  by  Netcentives   shall  be  deemed   confidential   and   proprietary
information.

10.  TERMINATION.  This  License is  effective  until  terminated.  Licensee may
terminate  this  License  at any time  with  notice to  Netcentives.  Licensee's
license rights will automatically  terminate  immediately  without notice if (i)
Licensee  fails to comply with any material  provision of this License,  or (ii)
the  Agreement  expires  or is  terminated  for  any  reason.  In the  event  of
termination,  Licensee  must destroy the original and all copies of the Licensed
Software.



CONFIDENTIAL                            -40-


<PAGE>



11.  WARRANTIES.

         (A) LIMITED WARRANTY.  Netcentives  warrants and represents to Licensee
that: (a) for a period of ninety (90) days from delivery, the Licensed Software,
when used for the  purpose  and in the  manner  specifically  authorized  by the
Agreement, shall perform as described in its documentation; and (b) the media on
which the Licensed  Software is recorded shall be free from defects in materials
and  workmanship  under  normal use for a period of ninety  (90) days  following
delivery.  This limited  warranty  shall not apply if the Licensed  Software has
been:  (i)  altered  or  modified  except  by or at  the  written  direction  of
Netcentives;  (ii) used in a hardware or operating  system  environment that has
not been approved by Netcentives,  or (iii) subjected to negligence, or computer
or  electrical  malfunction.  In the  event of a breach of the  express  limited
warranties  set  forth  above,   Licensee's  sole  and  exclusive  remedy,   and
Netcentives  sole and  exclusive  liability  shall be, at  Netcentives'  option,
repair or replacement of the Licensed Software.

         (B) WARRANTY DISCLAIMER.  EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET
FORTH IN  SUBSECTION  (A) ABOVE,  NETCENTIVES  AND ITS  LICENSORS  DISCLAIM  ALL
WARRANTIES,  EITHER  EXPRESS OR  IMPLIED,  INCLUDING  BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE LICENSED SOFTWARE. NETCENTIVES DOES NOT WARRANT THAT THE OPERATION OF THE
LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

12.  LIMITATION OF LIABILITY.  IN NO EVENT WILL  NETCENTIVES OR ITS LICENSORS BE
LIABLE FOR ANY LOST PROFITS,  LOST DATA, OR COSTS OF  PROCUREMENT  OF SUBSTITUTE
GOODS OR SERVICES, OR FOR ANY, SPECIAL,  INDIRECT,  CONSEQUENTIAL,  PUNITIVE, OR
INCIDENTAL  DAMAGES,  ARISING  OUT OF THE USE OF THE  LICENSED  SOFTWARE OR THIS
LICENSE,  HOWEVER  CAUSED AND UNDER ANY THEORY OF LIABILITY.  THESE  LIMITATIONS
SHALL APPLY  NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.

13.  INJUNCTION.  In the event that any Licensed Software is, or in Netcentives'
sole opinion is likely to be, enjoined due to infringement,  Netcentives, at its
option and  expense,  may either (i)  modify the  Licensed  Software  so that it
becomes  noninfringing,  (ii) replace the Licensed  Software  with  functionally
equivalent  non-infringing  software, or (iii) if the foregoing alternatives are
not reasonably available to Netcentives,  accept return of the Licensed Software
and terminate this License.

14. SOLE LIABILITY AND REMEDY. THE FOREGOING SECTIONS 12 AND 13 STATE THE ENTIRE
LIABILITY AND OBLIGATION OF NETCENTIVES AND LICENSEE'S  EXCLUSIVE  REMEDY,  WITH
RESPECT TO ANY  ALLEGED OR ACTUAL  INFRINGEMENT  OF PATENTS,  COPYRIGHTS,  TRADE
SECRETS, OR TRADEMARKS BY THE LICENSED SOFTWARE.


CONFIDENTIAL                          -41-



<PAGE>



15. GOVERNING LAW. This License shall be construed and interpreted  according to
the  laws of the  State of  California,  without  regard  for  conflicts  of law
provisions.

16.  EXPORT   RESTRICTIONS.   Licensee   acknowledges  that  any  obligation  of
Netcentives to provide the Licensed Software under this License shall be subject
in all respects to all United States laws and regulations  governing the license
and  delivery  of  technology  and  products  abroad by  persons  subject to the
jurisdiction  of the United  States.  Licensee  shall not  export,  directly  or
indirectly, any Licensed Software or related information without first obtaining
all required licenses and approvals from the appropriate government agencies.

17. GENERAL. This License constitutes the full and complete understanding of the
parties  with  respect to the  subject  matter  herein and may not be altered or
modified,  except by written  consent of both parties.  If any provision of this
License is found invalid or  unenforceable,  that  provision will be enforced to
the maximum extent  permissible,  and the other  provisions of this License will
remain in full force and effect.

AGREED AND ACCEPTED:

ValueStar Corporation:                                Date:
                      -----------------------              ---------------------

By:
   ---------------------------------------

Print Name:
            ------------------------------

Title:
      ------------------------------------







CONFIDENTIAL                              -42-




<PAGE>

<TABLE>

                                                        EXHIBIT F

                                                 STANDARD PROMOTION TYPES
<CAPTION>

-------------------------- ----------------------------- --------------------------- -----------------------------------
<S>                        <C>                           <C>                         <C>
Promotion Type             Marketing Objective           Qualifying Activity         Example
-------------------------- ----------------------------- --------------------------- -----------------------------------
*****                      *****                         *****                       *****
-------------------------- ----------------------------- --------------------------- -----------------------------------
*****                      *****                         *****                       *****
-------------------------- ----------------------------- --------------------------- -----------------------------------
*****                      *****                         *****                       *****
-------------------------- ----------------------------- --------------------------- -----------------------------------
*****                      *****                         *****                       *****
                           ----------------------------- --------------------------- -----------------------------------
*****                      *****                         *****                       *****
-------------------------- ----------------------------- --------------------------- -----------------------------------
*****                      *****                         *****                       *****
                           ----------------------------- --------------------------- -----------------------------------
*****                      *****                         *****                       *****
-------------------------- ----------------------------- --------------------------- -----------------------------------
*****                      *****                         *****                       *****
-------------------------- ----------------------------- --------------------------- -----------------------------------
*****                      *****                         *****                       *****
-------------------------- ----------------------------- --------------------------- -----------------------------------
*****                      *****                         *****                       *****
-------------------------- ----------------------------- --------------------------- -----------------------------------
*****                      *****                         *****                       *****
-------------------------- ----------------------------- --------------------------- -----------------------------------





<FN>
* PORTIONS OF THIS EXHIBIT  DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON A REQUEST FOR  CONFIDENTIAL  TREATMENT)
AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.
</FN>
</TABLE>


CONFIDENTIAL                                            -43-



<PAGE>


                                    EXHIBIT G

                          EXAMPLE OF SUPPLIER CONTRACT



                                                                    [Date, 2000]

Name
Address

Dear Name:

This  letter  agreement  (the  "Letter")  sets forth the  understanding  between
Netcentives  Inc.   ("Netcentives")  and  SUPPLIER  ("SUPPLIER")  regarding  the
purchase and sale of items for  Netcentives'  online  rewards  catalogs.  Please
indicate your acceptance of the terms and conditions set forth below by having a
copy of this Letter executed on behalf of SUPPLIER, and returning to Netcentives
a signed original.

General  Scope of  Agreement.  Netcentives  operates  Internet-based  incentives
programs,  (the "Programs") for itself and certain third parties  ("Netcentives'
Clients").  SUPPLIER is in the  business of  _____________.  SUPPLIER has formed
relationships with manufacturers (the  "Manufacturers")  of various products for
the  purchase  and  shipping  of such  products to  consumers.  Pursuant to this
Letter,  Netcentives  shall have the right to  include  specific  products  from
SUPPLIER in one or more of Netcentives' online rewards catalog(s),  and SUPPLIER
shall sell such  products to  Netcentives  and arrange for the  shipping of such
products to members of the Program(s).  Netcentives  shall pay for such products
that have been redeemed by members of the  Program(s) at the time the redemption
is made.

1) Term. This Letter will become  effective as of [Date,  2000] and shall remain
effective for one (1) year (the "Initial Term"). The Letter shall  automatically
renew for an additional one year at the end of the Initial Term (the  "Extension
Term"),  unless  terminated  by either party in writing  prior to the end of the
Initial Term.

2)  Exclusivity.   Netcentives  shall  be  the  exclusive  point-based  loyalty,
incentives,  and  reward  program  partner  for  SUPPLIER,  for the term of this
Letter.  As such,  SUPPLIER  agrees to supply its products to no online  rewards
catalogs other than those operated by Netcentives.

3) Products. Netcentives shall have the right to purchase from SUPPLIER specific
products (the  "Products") to be mutually  agreed upon by the parties.  SUPPLIER
shall  supply  information  about each Product (the  "Product  Information")  as
specified  in Exhibit  A,  including  without  limitation  the  price,  warranty
information,  product features,  manufacturer name and logos (the  "Manufacturer
Marks"),  and a  photograph  or drawing  appropriate  for  catalog  publication.
SUPPLIER shall ensure that consumers ordering such Products through  Netcentives
shall receive a  manufacturer's  warranty and customer service level which is at
least as favorable as those provided to SUPPLIER's direct customers.

4) Customer Service. SUPPLIER shall ensure that consumers ordering such Products
through the Program(s)  shall receive a customer service level which is at least
as favorable as that provided to SUPPLIER's direct customers. SUPPLIER agrees to
respond to inquiries  from  Netcentives  within one (1) business day in order to
enable  Netcentives to respond to inquiries from  participants in the Program(s)
in a timely manner.

5)  Standard  Integration.  SUPPLIER  and  Netcentives  shall  comply  with  all
Redemption Partner Integration practices as outlined in Exhibit A.

6) Orders and Shipping. On a regular, mutually agreed upon schedule, Netcentives
shall deliver  orders to SUPPLIER in a format to be mutually  agreed upon by the
parties,  as  described  in  Exhibit  A.  Such  orders  shall  include,  without
limitation, the name and quantity of the Product to be shipped, and the name and
shipping address of the consumer to whom the Product should be shipped. SUPPLIER
agrees to ship, or cause the  applicable  Manufacturer  to ship,  the applicable
Product to the consumer named in such orders at the shipping address provided by
Netcentives,  within three (3) business days of receipt of  Netcentives'  order.
SUPPLIER  agrees to send a confirmation  email to the consumer when the order is



CONFIDENTIAL                            -44-

<PAGE>

shipped,  as outlined in Exhibit A. SUPPLIER also agrees to send a response file
to Netcentives as outlined in Exhibit A indicating  successfully  shipped orders
and errors.

7) Returns. SUPPLIER shall accept the return of a Product only in the event that
the  Product  is damaged or  defective.  In the event that a consumer  returns a
damaged or defective  Product,  SUPPLIER  shall,  or shall cause the  applicable
Manufacturer to, provide the consumer with a new Product.  SUPPLIER shall ensure
that the applicable Manufacturer also abides by this Paragraph.

8)  Out  of  Stock  Inventory.  SUPPLIER  shall  be  responsible  for  notifying
Netcentives  at least ten (10) business days prior to when a Product will be out
of stock  ("Out of Stock  Notification").  In the event that  SUPPLIER  fails to
deliver Out of Stock  Notification to Netcentives and a consumer  redeems points
for such  Product,  SUPPLIER  must agree to offer the consumer the choice of the
following options ("Out of Stock  Alternatives"):  (1) an alternative Product of
equal  or  greater  value  at  no  additional  charge  to  the  consumer  or  to
Netcentives,  (2) the requested  Product to be shipped at a specified later date
at no additional  charge to the consumer or to Netcentives,  or (3) cancellation
of the redemption  request.  In the event that the consumer selects Out of Stock
Alternative  #3  (cancellation  of the redemption  request),  SUPPLIER shall pay
Netcentives  a $45 per Product  processing  fee.  In the event that  SUPPLIER is
required to offer the Out of Stock  Alternatives in three (3) or more instances,
Netcentives has the right to terminate this Letter.

9) Price.  For each  Product  selected by  Netcentives,  SUPPLIER  will  provide
Netcentives  with an officer's  certificate  stating the direct cost of goods to
SUPPLIER (the "Cost") of such  Product,  the retail price of such Product on the
SUPPLIER web site (the "Retail  Price"),  and the shipping cost of such Product.
Such officer's  certificate  will be addressed to the Controller of Netcentives,
with a copy to the Chief Financial Officer of Netcentives.  SUPPLIER will notify
Netcentives of any change.  The price to Netcentives  for  merchandise  shall be
__________ All taxes  associated  with the  fulfillment of the Products shall be
the  responsibility  of SUPPLIER.  Nothing in this Supply  Agreement shall limit
Netcentives'  right to set the  redemption  price of the Products in the rewards
catalogs at its sole discretion.

10) Shipping Costs. SUPPLIER shall be responsible for 100% of the shipping costs
for items redeemed in the Programs.

12) Payment. SUPPLIER shall invoice Netcentives monthly for Products ordered and
shipped.  Payment  for such  invoices  shall be due within  thirty  (30) days of
Netcentives' receipt of SUPPLIER's invoice.

13) Trademarks.  SUPPLIER hereby grants to Netcentives a limited, non-exclusive,
nontransferable  license,  without the right to sublicense,  to use,  reproduce,
display,  and  transmit  the  Manufacturer  Marks  in  Netcentives'  promotional
materials and on any  Netcentives,  ClickRewards  or  Netcentives'  Clients' web
sites, and any co-branded or mirror web site of any of the foregoing;  provided,
however,  that  (a) any use of the  Manufacturer  Marks  shall  be for the  sole
purposes  of  promoting  one  or  more  of the  Program(s),  or  reflecting  the
availability  of  the  Products  as  incentive  awards  in one  or  more  of the
Program(s).

14) Confidential Information.

     (A) "Confidential  Information" shall mean any Netcentives' or Netcentives'
Clients'  consumer  order  information or  identifying  information  (including,
without limitation,  consumer names and shipping addresses) or other information
including,  but not limited to, that which relates to research,  product  plans,
products,  services,  customers,  markets, software,  developments,  inventions,
processes,   designs,  drawings,   marketing  or  finances  of  or  relating  to
Netcentives,   which  is  (a)  reasonably   understood  to  be  confidential  or
proprietary, (b) designated in writing to be confidential or proprietary, or (c)
if given  orally,  confirmed  promptly  in writing as having been  disclosed  as
confidential or proprietary,  provided,  however,  that information shall not be
deemed to be Confidential  Information if such information is generally known by
or available to the public, or is known by SUPPLIER at the time of disclosure.

     (B) SUPPLIER agrees not to use any Confidential Information disclosed to it
by  Netcentives  for its own use or for any  purpose  except  to  carry  out the
undertaking of its obligations under this Letter. SUPPLIER will not disclose any
Confidential  Information  of  Netcentives  to third  parties or to employees of
SUPPLIER  except (1) employees who are required to have the information in order
to carry out SUPPLIER's  obligations under this Letter, and (2) manufacturers of
the  Products  to be shipped  to


CONFIDENTIAL                           -45-

<PAGE>


Consumers, if necessary for such shipping. SUPPLIER agrees that it will take all
reasonable  measures to protect the  secrecy of and avoid  disclosure  or use of
Confidential  Information.  SUPPLIER agrees to notify  Netcentives in writing of
any misuse or misappropriation of Confidential  Information of Netcentives which
may come to SUPPLIER's attention.

     (C) The foregoing  commitments  of SUPPLIER  shall survive any  termination
this  agreement and shall  continue for a period of two (2) years  following the
date of this Letter.

     (D) SUPPLIER  agrees that the  obligations of SUPPLIER  provided herein are
necessary and reasonable in order to protect  Netcentives and its business,  and
SUPPLIER   expressly  agrees  that  monetary  damages  would  be  inadequate  to
compensate  Netcentives  for  any  breach  by  SUPPLIER  of  its  covenants  and
agreements set forth herein. Accordingly,  SUPPLIER agrees and acknowledges that
any such  violation  or  threatened  violation  will  cause  irreparable  injury
Netcentives  and that, in addition to any other  remedies that may be available,
in law,  in  equity  or  otherwise,  Netcentives  shall be  entitled  to  obtain
injunctive  relief  against  the  threatened  breach  of this  agreement  or the
continuation  of any such breach by SUPPLIER,  without the  necessity of proving
actual damages.

15)  Indemnification.   SUPPLIER  shall  indemnify,  defend  and  hold  harmless
Netcentives,  its officers,  directors and  employees  from any claims,  losses,
attorney's fees, damages,  liabilities,  costs, expenses, or suits for injury to
any person,  damage to or loss of property, or any other claim arising out of or
resulting  from  (a)  any  act  or  omission  of  SUPPLIER,  its  employees,  or
subcontractors,  or (b) the breach of any representation,  warranty, or covenant
by SUPPLIER contained herein.  Notwithstanding the foregoing,  in no event shall
SUPPLIER be responsible  for injuries or events which are solely a result of the
gross negligence of Netcentives.

16)  Representations  and  Warranties  of Each Party.  Each party to this Letter
represents  and warrants to the other that (a) such party has the full corporate
right,  power,  and  authority  to enter into this  Letter and  perform the acts
required of it hereunder,  (b) the  execution of this Letter by such party,  and
the performance by such party of its obligations  and duties  hereunder,  do not
and will not violate any agreement to which such party is a party or by which it
is otherwise  bound,  and (c) when  executed and  delivered by such party,  this
Letter will  constitute the legal,  valid and binding  obligation of such party,
enforceable against such party in accordance with its terms.

17) Representations and Warranties of SUPPLIER. SUPPLIER represents and warrants
that:  (i) the  Product  Information  set  forth on  Exhibit A is  complete  and
accurate;  and (ii)  SUPPLIER  owns,  or has  obtained all  necessary  rights to
sublicense to Netcentives as set forth in this Letter, the Manufacturer Marks.

18)  Independent  Contractors.  The  relationship  of  Netcentives  and SUPPLIER
established  by this  Letter is that of  independent  contractors,  and  nothing
contained in this Letter shall be construed to constitute the parties as agents,
partners, joint venturers,  co-owners or otherwise as participants in a joint or
common undertaking.

19) Notices.  All notices and demands hereunder shall be in writing and shall be
delivered by personal service or by facsimile,  certified or registered mail, or
return receipt  express  courier to the address of the receiving party set forth
on the signature  page of this Letter,  or to any other address of the receiving
party designated by written notice in accordance with this paragraph.

20) Waiver, Amendment and Modification.  No waiver, amendment or modification of
any  provision  hereof  shall be  effective  unless in writing and signed by the
party  against  whom such  waiver,  amendment  or  modification  is sought to be
enforced. No failure by either party to exercise and no delay by either party in
exercising any right,  power or remedy with respect to the  obligations  secured
hereby shall operate as a subsequent waiver of any such right, power or remedy.

21) Assignment. Each of the parties agrees that its rights and obligations under
this Letter may not be  transferred or assigned  directly or indirectly  without
the prior written  consent of the other party,  and any assignment  make without
such consent shall be void;  provided,  however,  that such consent shall not be
required  for an  assignment  of this  contract  pursuant  to a merger,  sale of
substantially  all of the  assets,  or sale of all of the  outstanding  stock of
either party.  This Letter shall be binding upon and inure to the benefit of the
parties hereto, their successors and assigns.

22)  Severability.  In the event that any of the provisions of this Letter shall
be held by a court of competent jurisdiction to be unenforceable, such provision
will be enforced to the maximum extent


CONFIDENTIAL                             -46-

<PAGE>



permissible and the remaining portions of this Letter shall remain in full force
and effect. The parties agree to negotiate in good faith a substitute, valid and
enforceable  provision  that most nearly  effects the parties'  intent and to be
bound by the mutually agreed substitute provision.

23) Force Majeure. Neither party shall be responsible for any failure to perform
due to unforeseen  circumstances or to causes beyond its control,  including but
not  limited to acts of God,  war,  riot,  embargoes,  acts of civil or military
authorities,  fire,  floods,  accidents,  strikes,  shortages of  transportation
facilities,  fuel, energy, labor or materials or failures of  telecommunications
or electrical power supplies.  A party whose  performance is affected by a force
majeure  condition shall be excused from such performance to the extent required
by the force majeure  condition so long as such party takes all reasonable steps
to avoid or remove  such  causes of  nonperformance  and  immediately  continues
performance whenever and to the extent such causes are removed.

24)  Entire  Agreement;  Amendment.  This  Letter,  together  with the  Exhibit,
constitutes  the final and entire  agreement  between the parties and may not be
modified or amended except by a writing signed by both of the parties.

25)  Additional  Matters.  The headings and captions used in this Letter are for
convenience  only,  and shall not in any way  affect the  interpretation  of the
provisions of this Letter. This Letter may be executed in counterparts,  each of
which shall be deemed an original and all of which together shall constitute one
instrument and shall be governed by and construed in accordance with the laws of
the State of  California,  without  reference  to  conflict  of laws  provisions
thereof.



CONFIDENTIAL                             -47-


<PAGE>



AGREED AND ACCEPTED:

NETCENTIVES INC.
690 Fifth Street
San Francisco, CA 94107



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


SUPPLIER
Address


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







CONFIDENTIAL                              -48-





<PAGE>



                                    EXHIBIT A
                            PRODUCT INFORMATION SHEET



Product Name and Description:

Product Specifications and Features:

Product Warranty Information:

Manufacturer Name:

Product Price:

Estimated Shipping Time from Date of Order:

Special Terms and Conditions:

Manufacturer Mark Authorized for Use on _________________ Site:

Product Photograph:




CONFIDENTIAL                               -49-



<PAGE>


                                    EXHIBIT H

                            MERCHANT SOFTWARE LICENSE

This license agreement (the "Agreement")  authorizes you (the "Licensee") to use
the Licensed  Software (as defined below) and related  documentation  subject to
the conditions  set forth below.  Please read this  Agreement  carefully  before
installing the Licensed  Software.  By downloading,  installing and/or using the
Licensed  Software,  Licensee  agrees to be bound by the  terms  and  conditions
stated below. If Licensee does not agree to all the terms and conditions of this
Agreement, Licensee may not download, install, or use the Licensed Software.

1. DEFINITIONS.  As used in this Agreement,  the term "Licensed  Software" means
the Netcentives Inc. Incentives  Management Services Client Software,  in object
code form only, made available to Licensee for download or otherwise provided to
Licensee by  Netcentives  in  connection  with the  ValueStar  Program,  and any
documentation  provided  therewith.  The term  "Licensed  Software"  shall  also
include source code solely to the extent Netcentives makes source code available
to Licensee.  The term "Merchant Agreement" means the agreement between Licensee
and ValueStar governing Licensee's participation in the ValueStar Program.

2.  INTELLECTUAL  PROPERTY  AND TITLE.  All title in and  intellectual  property
rights related to the Licensed Software are owned by and retained by Netcentives
and its licensors, and its structure,  organization,  and underlying source code
are the  valuable  trade  secrets of  Netcentives  and its  licensors.  Licensee
acknowledges that no title to the intellectual property in the Licensed Software
is  transferred  to Licensee,  and  Licensee  will not acquire any rights to the
Licensed  Software  except  for the  license  as set forth  herein.  Netcentives
reserves all rights not expressly granted herein.

3.  LICENSE  AND USE.  Netcentives  hereby  grants to  Licensee a  nonexclusive,
nontransferable  license,  without the right to  sublicense,  (i) to install the
Licensed  Software onto a computer hard disk or other permanent storage media of
one (1) computer and to load the Licensed  Software from the  permanent  storage
media into a central  processing  unit for  purposes of  executing  the Licensed
Software  for the sole purpose of  participating  in the  ValueStar  Program and
performing  its  obligations  related  thereto,  and  (ii) to use,  modify,  and
incorporate into Licensee's software or systems,  the source code made available
to Licensee by  Netcentives  for the sole  purpose of  customizing  the Licensed
Software for Licensee's systems.  Licensee may not copy, modify, make derivative
works of, or distribute the Licensed Software, except: Licensee may make one (1)
copy of the Licensed  Software on magnetic  media as an archival  back-up  copy.
Licensee  must  reproduce  and  include  all  copyright,  trademark,  and  other
proprietary  notices  of  Netcentives  with  any  copies  Licensee  makes of the
Licensed  Software.  Licensee's  agents shall be entitled to exercise the rights
granted  under  this  Section 3 on  Licensee's  behalf,  provided  that any such
agent(s) agree in writing to be bound by the terms of this Agreement.

4. OTHER  RESTRICTIONS.  The Licensed  Software is owned by Netcentives  and its
licensors and is protected by United  States  copyright  laws and  international
treaty provisions.  Licensee may not copy, export, re-export,  sublicense, rent,
lease, or distribute the Licensed  Software except as expressly  permitted under
this  Agreement.   Licensee  may  not  reverse  engineer,  reverse  compile,  or
disassemble the Licensed Software.


CONFIDENTIAL                             -50-


<PAGE>

5. SUPPORT.  Netcentives will provide  telephone and e-mail technical support to
Licensee  with  regard  to  Licensee's  use  of  the  Licensed  Software  during
Netcentives' regular business hours.

6. ERRORS AND BUG FIXES.  Licensee  agrees to notify  Netcentives of any errors,
bugs,  or defects in the Licensed  Software  promptly  upon  discovery  thereof.
Netcentives will use its reasonable  commercial  efforts to fix any such errors,
bugs, or defects.

7. UPGRADES. Netcentives intends to create and provide to Licensee enhancements,
updates, and/or upgrades to the Licensed Software, but is under no obligation to
do so. Licensee agrees to download and install any such  enhancements,  updates,
and/or  upgrades within (30) days following  receipt of notice from  Netcentives
that such enhancements,  updates,  and/or upgrades are available for download by
Licensee.

8.  SECURITY AND  INSPECTION.  Licensee  agrees that at all times  Licensee will
comply  with the  physical  and  logical  security  obligations  related  to the
Licensed  Software  set forth in the  Policy  Manual  provided  to  Licensee  by
ValueStar. Licensee agrees to permit Netcentives, its agents, or employees, upon
reasonable  notice and during regular  business  hours,  to inspect all premises
under Licensee's control where the Licensed Software is copied,  used or stored,
for the sole purpose of verifying compliance with this Agreement.

9.  CONFIDENTIALITY.  Licensee  hereby  acknowledge  that the Licensed  Software
contains Netcentives' confidential and proprietary information.  Licensee hereby
agrees  that  as to  any  of the  Licensed  Software  believed  by  Licensee  or
identified to Licensee by  Netcentives  as being  confidential  or  proprietary,
Licensee  will  keep such  Licensed  Software,  or  portion  thereof,  in strict
confidence  and will not reveal it to anyone  unless  Licensee  is  required  to
disclose   it  by  order  of  a  judicial   tribunal   or   government   agency.
Notwithstanding any failure to so identify it, any source code made available to
Licensee  by  Netcentives   shall  be  deemed   confidential   and   proprietary
information.

10.  TERMINATION.  This Agreement is effective  until  terminated.  Licensee may
terminate  this  Agreement  at any time with notice to  Netcentives.  Licensee's
license rights will automatically  terminate  immediately  without notice if (i)
Licensee fails to comply with any material provision of this Agreement, (ii) the
Merchant  Agreement  expires or is terminated  for any reason;  or the Agreement
between  Netcentives and ValueStar  expires or is terminated for any reason.  In
the event of  termination,  Licensee must destroy the original and all copies of
the Licensed Software.

11.  WARRANTIES.


CONFIDENTIAL                               -51-


<PAGE>




         (A) LIMITED WARRANTY.  Netcentives  warrants and represents to Licensee
that: (a) for a period of ninety (90) days from delivery, the Licensed Software,
when used for the  purpose  and in the  manner  specifically  authorized  by the
Merchant Agreement, shall perform as described in its documentation; and (b) the
media on which the Licensed  Software is recorded  shall be free from defects in
materials  and  workmanship  under  normal use for a period of ninety  (90) days
following  delivery.  This  limited  warranty  shall not  apply if the  Licensed
Software has been: (i) altered or modified except by or at the written direction
of Netcentives; (ii) used in a hardware or operating system environment that has
not been approved by Netcentives,  or (iii) subjected to negligence, or computer
or  electrical  malfunction.  In the  event of a breach of the  express  limited
warranties  set  forth  above,   Licensee's  sole  and  exclusive  remedy,   and
Netcentives  sole and  exclusive  liability  shall be, at  Netcentives'  option,
repair or replacement of the Licensed Software.

         (B) WARRANTY DISCLAIMER.  EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET
FORTH IN  SUBSECTION  (A) ABOVE,  NETCENTIVES  AND ITS  LICENSORS  DISCLAIM  ALL
WARRANTIES,  EITHER  EXPRESS OR  IMPLIED,  INCLUDING  BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY  AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE LICENSED SOFTWARE. NETCENTIVES DOES NOT WARRANT THAT THE OPERATION OF THE
LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

12.  LIMITATION OF LIABILITY.  IN NO EVENT WILL  NETCENTIVES OR ITS LICENSORS BE
LIABLE FOR ANY LOST PROFITS,  LOST DATA, OR COSTS OF  PROCUREMENT  OF SUBSTITUTE
GOODS OR SERVICES, OR FOR ANY, SPECIAL,  INDIRECT,  CONSEQUENTIAL,  PUNITIVE, OR
INCIDENTAL  DAMAGES,  ARISING  OUT OF THE USE OF THE  LICENSED  SOFTWARE OR THIS
AGREEMENT,  HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.  THESE LIMITATIONS
SHALL APPLY  NOTWITHSTANDING THE FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.

13.  INJUNCTION.  In the event that any Licensed Software is, or in Netcentives'
sole opinion is likely to be, enjoined due to infringement,  Netcentives, at its
option and  expense,  may either (i)  modify the  Licensed  Software  so that it
becomes  noninfringing,  (ii) replace the Licensed  Software  with  functionally
equivalent  non-infringing  software, or (iii) if the foregoing alternatives are
not reasonably available to Netcentives,  accept return of the Licensed Software
and terminate this Agreement.

14. SOLE LIABILITY AND REMEDY.  THE FOREGOING SECTION 12 AND 13 STATE THE ENTIRE
LIABILITY AND OBLIGATION OF NETCENTIVES AND LICENSEE'S  EXCLUSIVE  REMEDY,  WITH
RESPECT TO ANY  ALLEGED OR ACTUAL  INFRINGEMENT  OF PATENTS,  COPYRIGHTS,  TRADE
SECRETS, OR TRADEMARKS BY THE LICENSED SOFTWARE.

15.  GOVERNING LAW. This Agreement shall be construed and interpreted  according
to the laws of the State of  California,  without  regard for  conflicts  of law
provisions.


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<PAGE>



16.  EXPORT   RESTRICTIONS.   Licensee   acknowledges  that  any  obligation  of
Netcentives  to provide the  Licensed  Software  under this  Agreement  shall be
subject in all respects to all United States laws and regulations  governing the
license and delivery of technology and products abroad by persons subject to the
jurisdiction  of the United  States.  Licensee  shall not  export,  directly  or
indirectly, any Licensed Software or related information without first obtaining
all required licenses and approvals from the appropriate government agencies.

17. GENERAL. This Agreement  constitutes the full and complete  understanding of
the parties with respect to the subject  matter herein and may not be altered or
modified,  except by written  consent of both parties.  If any provision of this
Agreement is found invalid or unenforceable,  that provision will be enforced to
the maximum extent permissible,  and the other provisions of this Agreement will
remain in full force and effect.

AGREED AND ACCEPTED:

Company Name:                                    Date:
             ---------------------------              ---------------------

By:
   -------------------------------------

Print Name:
            ----------------------------

Title:
      ----------------------------------









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<PAGE>


                                    EXHIBIT I

                             VALUESTAR DELIVERABLES

                           TO BE DELIVERED BY 5-12-00
















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<PAGE>


                                    EXHIBIT J

                        DIRECT COMPETITORS OF NETCENTIVES



                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****
                                      *****


* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.





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<PAGE>


                                    EXHIBIT K

                         DIRECT COMPETITORS OF VALUESTAR



*****,  *****,  *****,
*****,  *****,  *****,  *****,  *****,  *****,  *****,
*****






* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.




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<PAGE>


                                    EXHIBIT L

                       IMPLEMENTATION AND LAUNCH SCHEDULE



            Task Name            Duration              Start         Finish
******                           ******                *****          *****
******                           ******                *****          *****
******                           ******                *****          *****








* PORTIONS OF THIS EXHIBIT DENOTED HEREIN BY ***** HAVE BEEN OMITTED (BASED UPON
A REQUEST FOR  CONFIDENTIAL  TREATMENT) AND HAVE BEEN FILED  SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2.





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<PAGE>


                                                                   Page 59 of 58




                                    EXHIBIT M

                        VALUESTAR PROGRAM SPECIFICATIONS



To be delivered by 5-12-00















CONFIDENTIAL                              -58-