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                                                                   Exhibit:10.13

Confidential treatment has been requested for portions of this Exhibit 10.13.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as [XXXXX]. A complete version of this Exhibit
has been filed with Securities and Exchange Commission.
<PAGE>

                 GENERAL ELECTRIC-MODEM MEDIA.POPPE TYSON, INC.
                            MASTER SERVICES AGREEMENT

      This Master Services Agreement (the "Agreement") is between Modem
      Media.Poppe Tyson, Inc. with its principal place of business at 230 East
      Avenue, Norwalk, Connecticut 06855 ("Modem Media") and General Electric
      Company with its principal place of business at 3135 Easton Turnpike,
      Fairfield, Connecticut 06431 ("GE"). The provisions of this Agreement
      shall apply to Services provided to GE, globally, under this Agreement.
      When completed and executed by both parties, a Statement of Work shall
      evidence the Services to be provided and GE's payment obligation for same.

A.    Definitions

      1.    "Services" shall mean work performed by Modem Media for GE pursuant
            to a SOW, agreed to by the parties, under this Agreement. The
            schedule and particular requirements for Services will be agreed
            upon by the parties in a SOW.
      2.    "Statement of Work (SOW) " shall mean any mutually agreed upon form
            for ordering Services and any written attachments thereto, which
            form(s) shall specify the Services, applicable fees (including
            whether such fees shall be on a time & materials ("T&M"), or on a
            fixed price ("FP") basis), scope of work, and appropriate project
            timelines, as well as any project-specific requirements; for
            example, the intent of parties with respect to any rights to
            particular developments (intellectual property), specific project
            milestones and/or quality and warranty considerations (e.g.
            DFSS-Design for Six Sigma Requirements), special fees, and all such
            other particular objectives, considerations, or requirements in
            conjunction with the delivery of Services by Modem Media. Each SOW
            shall be governed by the terms of this Agreement and shall reference
            the Effective Date specified below. SOWs for Services outside the
            United States may, upon agreement of the parties, include terms and
            conditions which modify or are in addition to the provisions of this
            Agreement due to the laws of the country.

B.    Charges, Payment, and Taxes

      1.    Fees for Services

            Services will be provided either on a time and material (T&M) basis
            at rates and applicable discounts in accordance with Exhibit A
            during the term thereof, or on a fixed price basis (FP), at the
            fixed price stated in the applicable SOW, where the bid for such
            fixed price shall incorporate rates and [XXXXX] in accordance with
            the letter agreement between the parties hereto dated August 4, 1999
            (the "Letter Agreement") and attached hereto as Exhibit A.

            If a dollar limit is stated in the applicable SOW for T&M Services,
            the limit shall be deemed an estimate for GE's budgeting and Modem
            Media's resource scheduling purposes; after the limit is expended,
            Modem Media will continue to

----------
[XXXXX]= Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to
the omitted portions.
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            provide the Services on a T&M and GE agrees that Modem Media will be
            paid for such additional Services unless such estimate was deemed to
            be a firm limit as stated in a SOW.

      2.    Invoicing and Payment

            Modem Media shall invoice GE monthly, or, according to local Modem
            Media practice if outside of the US, unless otherwise expressly
            specified in the applicable SOW. Charges shall be payable within
            forty-five (45) days firm of receipt of invoice. Notwithstanding the
            previous sentence, GE shall pay pass through costs and third party
            costs within 30 days of receipt of invoice from Modem Media if Modem
            Media's payment terms for such charges are less than 45 days. GE
            shall issue a purchase order, or alternative document acceptable to
            Modem Media, on or before commencement of Services under the
            applicable SOW.

      3.    Incidental Expenses

            Upon prior written agreement of the parties, appropriate travel,
            administrative, and out-of-pocket expenses incurred by Modem Media
            in connection with the Services performed shall be invoiced and
            reimbursed by GE to Modem Media. Modem Media acknowledges that, when
            approved by GE, any such incidental expenses incurred by Modem Media
            for which Modem Media will be reimbursed by GE shall be in
            accordance with GE's general policies for such expenses. A copy of
            such policies is attached herewith as Exhibit B.

      4.    Third Party Software

            Without the express written authorization of an applicable SOW,
            Modem Media shall not acquire any license in Third Party Software
            for the development, of incorporation into, or use of the GE
            Property. Prior to acquiring any Third Party Software that shall
            cost GE more than ten thousand dollars ($10,000) in the aggregate
            and under the foreseeable deployment contemplated in the applicable
            SOW, Modem Media shall verify to the extent commercially practical
            with GE that GE does not have any existing license to such Third
            Party Software under which Modem Media can utilize such Third Party
            Software at no additional expense to GE. If GE does not have any
            license to the required Third Party Software, any Third Party
            Software that will cost greater than ten thousand dollars ($10,000)
            shall be specifically approved by GE in the applicable SOW or
            relevant Change Order. Unless otherwise noted, license fees for
            Third Party Software that are less than ten thousand dollars
            ($10,000) per copy are not included in the payments to Modem Media
            under any SOW and will be the responsibility of GE

            Further, Modem Media will identify in all applicable SOWs any Third
            Party Software which may be used in the development of (or may need
            to be used by GE in the operation or modification of) the GE Web
            Site for which Modem Media cannot grant to GE the rights set forth
            in Section D. 2. below. Except to the extent described in a SOW or
            otherwise agreed by GE and the Third Party Software licensor, Modem
            Media represents and warrants (to the extent reasonably foreseeable
            by Modem Media) that there are and will be no royalty terms
            applicable to Modem Media's or GE's use of such Third Party Software
            in work product made for hire, including GE Property, pursuant to
            any SOW under this Agreement. Modem Media shall assign to GE all
            licenses and sublicenses to
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            Third Party Software executed by Modem Media for the purpose of
            performing the tasks contemplated by any SOW and necessary for the
            operation of any Work or the GE Property as reasonably foreseeable
            under any SOW. Modem Media shall provide to GE, on terms identical
            to those granted to Modem Media by third parties, a sub-license to
            use any third party computer code routine that is made part of any
            Work or GE Property provided under any SOW.

            GE shall set forth all GE standard software and hardware platforms
            that may be relevant to any SOW, including all Third Party Software
            licenses relating thereto, and Modem Media shall work with GE to
            ensure that, whenever possible, such standard software and platforms
            are taken into consideration during the design and development of
            the GE Property and its specifications.

      5.    Taxes

            The charges do not include taxes. If Modem Media is required to pay
            any federal, state, country or local taxes based on the Services
            provided under this Agreement, the taxes shall be billed to and paid
            by GE; this shall not apply to taxes based on Modem Media's income.

C.    GE and Modem Media Obligations

      1.    GE support of Modem Media Services Engagements: GE acknowledges that
            the timely provision of and access to office accommodations,
            facilities, equipment, assistance, cooperation, complete and
            accurate information and data from its officers, agents, and
            employees, and suitably configured computer products, where such
            computer products are identified in writing by Modem Media and
            acknowledged in writing by GE in an appropriate SOW, may be
            essential to the performance of any Services and that Modem Media's
            ability to complete any Services may be dependent upon same. If, for
            the performance of Services, GE is to provide computer products in
            addition to those previously obtained by GE, such additional
            computer products will be agreed upon by the parties and identified
            in writing in the applicable SOW. If any of the aforementioned items
            essential to Modem Media's performance of the Services are not
            provided or provided in such a way that Modem Media is unable to
            perform the Services, Modem Media's Project Manager shall so inform
            GE in writing, including the relevant specifics and details. GE
            acknowledges that Modem Media's ability to provide services as set
            forth in an SOW may be affected if GE does not provide reasonable
            assistance as set forth above.

      2.    Modem Media support of Services Engagements Modem Media acknowledges
            its obligations to provide reasonable assistance and cooperation to
            GE in order to perform any Services and that GE's ability to benefit
            from the provision of Services may be dependent upon same.

      3.    Project Management GE business units shall designate Project
            Manager(s) who shall be principally responsible for providing
            direction for Modem Media's provision of Services to GE business
            unit projects, as initiated by particular SOWs. Such Project
            Manager(s) shall assist Modem Media to facilitate an efficient
            delivery of Services.
<PAGE>

      4.    Resource Changes. GE, in its reasonable discretion, may request that
            Modem Media remove a particular consultant who is providing Services
            under this Agreement and applicable SOW if GE reasonably believes
            that such consultant is not providing Services as warranted and
            Modem Media, after notice, has been unable to resolve performance
            issues relative to such consultant. Modem Media shall pay the costs
            of familiarizing the replacement consultant with the project and GE
            agrees that time deadlines and cost estimates, if any, may require
            adjustment as a result of replacing a consultant. GE may request to
            interview and approve any replacement consultant prior to such
            consultant's commencement of Services for GE; GE's approval shall
            not be unreasonably withheld.

      5.    Change Orders. Any change in the specified Scope of Work in an SOW
            that would have a material impact to either party on the fixed or
            estimated SOW cost or SOW schedule must be mutually agreed upon by
            the parties in writing. Modem Media consent should be obtained if
            any change in GE's system environment (software or hardware) will
            impair Modem Media's ability to perform the Services. Modem Media's
            standard Change Order Procedures may be used to document these
            changes.

D.    INFRINGEMENT, WARRANTY, REMEDY, LIMITATION OF LIABILITY, INSURANCE

      1.    Infringement:

            Modem Media represents and warrants that it has the authority or has
            obtained the appropriate license or transfer rights for all elements
            incorporated into any Deliverable or work for hire prepared for GE
            pursuant to this Agreement. Modem Media further represents and
            warrants that it has the authority to grant such rights

            Each party ("Provider") will defend and indemnify the other party
            ("Recipient") against a claim that any information, design,
            specification, instruction, software, data, or material furnished by
            the Provider ("Material") and used by the Recipient in connection
            with either the provision or the receipt of the Services infringes a
            copyright or patent provided that: (a) the Recipient notifies the
            Provider in writing within thirty (30) days of the claim; (b) the
            Provider has sole control of the defense and all related settlement
            negotiations; and (c) the Recipient provides the Provider with the
            assistance, information, and authority reasonably necessary to
            perform the above; reasonable out-of-pocket expenses incurred by the
            Recipient in providing such assistance will be reimbursed by the
            Provider.

            The Provider shall have no liability for any claim of infringement
            resulting from: (a) the Recipient's use of a superseded or altered
            release of some or all of the Material if infringement would have
            been avoided by the use of a subsequent unaltered release of the
            Material which is provided to the Recipient; or (b) any information,
            design, specification, instruction, software, data, or material not
            furnished by the Provider.

            In the event that some or all of the Material is held or is believed
            by the Provider to infringe, the Provider shall have the option, at
            its expense, (a) to modify the Material to be non-infringing; (b) to
            obtain for the Recipient a license to continue
<PAGE>

            using the Material; or (c) to require return of the infringing
            Material and all rights thereto from the Recipient. If Modem Media
            is the Provider and such return materially affects Modem Media's
            ability to meet its obligations under this Agreement and applicable
            SOW, then GE may, at its option and upon thirty days' prior written
            notice to Modem Media, terminate the applicable SOW and shall be
            entitled to recover the fees paid by GE for that portion of the
            Material and for those Services provided to develop the Material
            which GE cannot reasonably use as a consequence of Modem Media's
            provision of infringing Material. If GE is the Provider and such
            return materially affects Modem Media's ability to meet its
            obligations under this Agreement and applicable SOW, then Modem
            Media may, at its option and upon thirty days' prior written notice
            to GE, terminate the applicable SOW and GE shall pay Modem Media for
            the Services rendered through the date of termination on a T&M or
            percent of completion basis as applicable under the SOW. This
            Section D.1 states the parties' entire liability and exclusive
            remedy for infringement.

      2.    Warranty:

            Modem Media represents and warrants that it is the sole owner of, or
            has obtained appropriate license, use and/or transfer rights from
            the rightful owner of all elements incorporated into all Services
            and work product made for hire including GE Property prepared by
            Modem Media for GE pursuant to this Agreement and any SOW.

            Modem Media further represents and warrants that such rights have
            been obtained (or will be obtained, as appropriate) for all elements
            incorporated into all Services and work product made for hire
            including GE Property under all applicable laws for such enforceable
            legal and intellectual property rights including, but not limited to
            copyrights, patent rights, trademark rights, trade secret rights,
            privacy rights and publicity rights-whether such elements are text,
            databases, musical works, sound recordings, images, audiovisual
            works, software or other digital audio, visual, graphical or other
            content elements. In each case such rights will be obtained by Modem
            Media for GE for the known, anticipated, or reasonably foreseeable
            use by GE contemplated by any SOW pursuant to this Agreement.

            Modem Media further represents and warrants that it has the full
            power and authority to grant the rights herein granted to GE without
            the further, future or conditional consent of any other person or
            party.

            Modem Media warrants that its Services hereunder will be performed
            by qualified individuals in a professional and workmanlike manner
            conforming to generally accepted industry standards and practices,
            and Modem Media's consulting methodology and/or such other
            methodology(s) as may be mutually agreed upon by the parties. Modem
            Media further warrants that unless otherwise agreed to by the
            parties in writing, all such development by Modem Media on behalf of
            GE shall be in compliance with Modem Media development guidelines
            and Modem Media best practices and in conformance with release
            compatibility considerations for other Modem Media applications,
            whether commercially developed, or developed specifically as GE
            Property under this Agreement.
<PAGE>

            The foregoing warranty is exclusive and in lieu of all other
            warranties, whether express or implied, including the implied
            warranties of merchantability and fitness for a particular purpose.

            In order to receive warranty remedies, GE must report deficiencies
            in the Services to Modem Media in writing within five days of
            learning of such deficiency but in no event later than 90 days of
            performance of T&M Services and in the case of fixed price Services
            no later than 90 days of delivery of the GE Property.

      3.    Year 2000 Compliance Warranty

            In addition to any other warranties and representations provided by
            Modem Media to GE, whether pursuant to this Agreement or by law,
            Modem Media represents and warrants that any Services, work for hire
            and GE Property provided pursuant to an SOW and (a) any product(s)
            and/or maintenance and support services, as provided by Modem Media
            hereunder, including, without limitation, each item of hardware,
            software, firmware, content element, Programs, Subroutines, and
            Tools and/or Utilities; any system, equipment, or products
            consisting of or containing one or more thereof; and any and all
            enhancements, program upgrades, customizations, modifications shall
            be Year 2000 Compliant at the time of delivery and at all times
            thereafter and in all subsequent updates or revisions of any kind,
            and (b) Modem Media's supply of Services and GE Property to GE shall
            not be interrupted, delayed, decreased, or otherwise affected by
            dates prior to, on, after or spanning January 1, 2000.

            For purposes of this Agreement, Year 2000 Compliant means that (1)
            the Services and GE Property accurately process, provide and/or
            receive date data (including without limitation calculating,
            comparing, and sequencing), within, from, into, and between
            centuries (including without limitation the twentieth and
            twenty-first centuries), including leap year calculations, to the
            extent that other information technology, used in combination with
            the Services and GE Property, properly exchanges date data
            (including without limitation calculating, comparing, and
            sequencing), and (2) neither the performance nor the functionality
            nor your supply to GE of the Services will be affected by dates
            prior to, on, after, or spanning January 1, 2000.

            The functionality of said Services and GE Property to ensure
            compliance with the foregoing warranties and representations shall
            include, date data century recognition, calculations that
            accommodate same century and multi-century formulae and date values,
            and date data interface values that reflect the century. In
            particular (i) no value for current date will cause any error,
            interruption, or decreased performance in the operation of such
            Services and GE Property, (ii) all manipulations of date-related
            data (including, but not limited to, calculating, comparing,
            sequencing, processing, and outputting) will produce correct results
            for all valid dates, including when used in combination with other
            products to the extent that other information technology, used in
            combination with the Services and GE Property, properly exchange
            date data, (iii) date elements in interfaces and data storage will
            specify the correct century to eliminate date ambiguity without
            human intervention, including Leap Year calculations, (iv) where any
            date element is represented without a century, the correct century
            will be
<PAGE>

            unambiguous for all manipulations involving that element, (v)
            authorization codes, passwords, and zaps (purge functions) should
            function normally and in the same manner prior to, on, after and
            spanning January 1, 2000, including, without limitation, the manner
            in which they function with respect to expiration dates and CPU
            serial numbers.

            If at any time the Services and GE Property are found, by GE, not to
            be Year 2000 Compliant, then, in addition to any other obligation of
            Modem Media under the law, pursuant to this Agreement, at equity, or
            otherwise, at no additional charge to GE, Modem Media shall, by no
            later than thirty (30) days after receipt of a report of
            noncompliance from GE, render the Services Year 2000 Compliant, and
            shall thereafter distribute such corrected version to GE, and, at
            GE's option, install such corrected version for GE, all free of
            charge. In doing so, Modem Media shall not require GE to make any
            changes to the Services except to install or have installed any
            changes provided by Modem Media, shall not require or cause to be
            made any changes to GE's data unless GE in its sole discretion
            approves such changes, and shall not require or cause to be made any
            changes to any other product or service that GE uses in its business
            operations. If, as a result of a Year 2000 warranty claim by any
            other of Modem Media's customers, Modem Media generally releases a
            version of hardware, software, firmware, Programs, Subroutines, and
            Tools and/or Utilities in response to such warranty claim, then
            Modem Media shall make such version(s) available to GE at no charge.

            If the performance Modem Media's obligations as set forth above are
            not commercially feasible, then Modem Media's liability as to the
            remedy of any deficiencies of this Year 2000 Compliant warranty
            provision shall be to repair or replace the non-conforming Product.
            Notwithstanding anything herein to the contrary, the liability of
            Modem Media for a breach of Modem Media's Year 2000 Compliant
            representation and warranty shall be limited to an amount not to
            exceed two (2) times the value of the SOW related to the breach of
            this warranty set forth in Section D3. This Section D.3 states the
            parties' entire liability and exclusive remedy for breach of Y2k
            warranty.

            MODEM MEDIA SHALL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL, SPECIAL,
            INCIDENTAL OR INDIRECT DAMAGES OR LOST PROFITS, INCLUDING LOSS OF
            DATA for breach of this warranty set forth in Section D3. Modem
            Media makes no warranties (whether written, verbal, implied or
            inferred) concerning the Year 2000 readiness of any third-party
            services or information technology relied upon, licensed or
            subcontracted from others in connection with the Services; provided,
            however, that Modem Media will not use any third party materials
            without obtaining a Year 2000 Warranty on behalf of GE. In the event
            Modem Media cannot obtain a warranty for any third-party materials,
            Modem Media will promptly inform GE. If Modem Media cannot obtain a
            Year 2000 Warranty for a third party material on behalf of GE, such
            third party material will treated in the same manner as if it cost
            above $10,000 for purposes of Section B4, Third Party Software,
            above.

            Any statute of limitations that might be applicable to Modem Media's
            Year 2000 Compliant warranty and representation shall not accrue or
            begin to run until the
<PAGE>

            later of January 1, 2000 or the time when such statute of
            limitations would otherwise accrue or begin to run, and, with
            respect to any claim based on any failure of the Services to be Year
            2000 Compliant, Modem Media shall not assert any defense based on or
            alleging the passage of time from the Effective Date of this
            Agreement to January 1, 2000.

      4.    Exclusive Remedy for Breach of Warranty: Except for the warranties
            set forth in Sections D1 "Infringement", and D3, "Year 2000
            Warranty", for any breach of the above warranty, GE's exclusive
            remedy, and Modem Media's entire liability, shall be the
            re-performance of the Services. If Modem Media is unable to
            re-perform the Services as warranted, GE shall be entitled to
            recover the fees paid to Modem Media for the deficient Services and
            for those Services provided under an applicable SOW arising from or
            related to the deficient Services which GE cannot reasonably use as
            a consequence of Modem Media's inability to perform the Services as
            warranted.

      5.    Limitation of Liability: In no event shall either party be liable to
            the other party for any indirect, incidental, special or
            consequential damages, or damages for loss of profits, revenue,
            data, or use, incurred by either party or any third party, whether
            in an action in contract or tort, even if the other party or any
            other person has been advised of the possibility of such damages.
            Modem Media's and GE's liability for damages hereunder shall in no
            event exceed the amount of fees paid and payable by GE under an
            applicable SOW for the relevant Services. In no event shall the
            foregoing limitation limit either party's liability to the other
            party for direct damages resulting from the following: (i) any
            violation by one party of the other party's intellectual property
            rights, or (ii) either party's disclosure of the other party's
            Confidential Information, or (iii) personal injury, or (iv) tangible
            property damage; nor shall said foregoing limitation apply to a
            Modem Media's indemnity obligation under the first paragraph of
            Section D.1 "Infringement" of this Agreement nor to shall said
            forgoing limitation apply to Section D3, "Year 2000 Warranty",. As
            used above, the term "tangible property" shall not include software,
            documentation, and/or data files.

      6.    Insurance: During the performance of Services under this Agreement,
            Modem Media shall provide and maintain minimum insurance coverage as
            follows:

            (a) Worker's Compensation and employees liability, per statutory
            requirements;

            (b) Comprehensive General Liability insurance including contractual
            liability coverage with the following limits in equivalent units of
            the local currency:

            Bodily Injury:      Each Person         $1,000,000 USD
                                Each Occurrence     $1,000,000 USD
            Property Damage:    Each Accident       $1,000,000 USD
                                Aggregate           $2,000,000 USD


            Upon GE's request, Modem Media shall provide GE with a certificate
            of insurance completed by its insurance carrier certifying that
            minimum insurance coverage as required above are in effect.
<PAGE>

E.    ADDITIONAL TERMS

      1.    Term and Termination: This Agreement shall commence on its Effective
            Date and shall remain in effect for a period of fifteen (15) months
            from July 1, 1999 ("the Effective Date").

            GE may terminate this Agreement if Modem Media is in material breach
            of this Agreement after having Repeatedly Failed ("Repeatedly
            Failed" shall mean on more than two occasions) to materially perform
            the Services defined in one or more SOWs in a manner required by
            this Agreement or a SOW; provided that GE has given Modem Media
            written notice upon the occurrence of each such failure, which
            notice shall specify each such failure, and provided further that
            Modem Media has not cured each such failure within 30 days of each
            notice. GE may also terminate this Agreement if Modem material
            breach for any other reason and has not cured the breach within
            thirty (30) days' written notice specifying the breach.

            Modem Media may terminate this Agreement as to a particular major
            Business Unit of GE if the major Business Unit is in material breach
            of the Agreement and has not cured the breach within thirty (30)
            days' written notice specifying the breach. Except for any material
            breach by Modem Media for Repeated Failures, consent to extend the
            cure period shall not be unreasonably withheld, so long as the
            breaching party has commenced cure during the thirty-day notice
            period and pursues cure of the breach in good faith. If the other
            party shall have become insolvent or bankrupt, admitted in writing
            its inability to pay its debts as they mature or taken any action
            for the purpose of entering into winding-up, dissolution,
            bankruptcy, reorganization or similar proceedings analogous in
            purpose or effect thereto, or any such action shall have been
            instituted against it and such party shall have acceded thereto or
            such action shall not have been dismissed or stayed within sixty
            (60) days of the institution thereof, or any order shall have been
            made by any competent court or any resolution shall have been passed
            for the appointment of a liquidator or trustee in bankruptcy or such
            party shall have appointed or suffered to be appointed any receiver
            or trustee of the whole or any material part of its assets or
            business or shall have entered into any composition with its general
            creditors. In any such event the other may terminate this Agreement
            at any time after such event by giving notice or may suspend or
            cancel it obligations for services or payment during the
            continuation of any such event.

            In the event that within fifteen months after the Effective Date
            hereof substantially all of the assets of Modem Media are acquired
            by a third party, or that all or substantially all of the capital
            stock of Modem Media is acquired by a third party, GE shall have the
            right to terminate this Agreement. An assignee of either party, if
            authorized hereunder, shall be deemed to have all of the rights and
            obligations of the assigning party set forth in this Agreement.

            Termination of this Agreement shall not limit either party from
            pursuing any other remedies available to it, including injunctive
            relief. Termination shall not relieve GE of its obligation to pay
            (I) for work performed, Services rendered and Modem Media's expenses
            in connection with any SOW and this Agreement, and (ii) all charges
            that have accrued prior to such termination to the extent that such
<PAGE>

            charges have a) been previously approved in writing by GE and b)
            such charges, are assignable to GE and without any additional
            assignment penalty or cost to GE. The parties' rights and
            obligations under Sections A, B, C, and D shall survive termination
            of this Agreement. After termination and upon GE's request, Modem
            Media shall return to GE any GE data, records, or other materials,
            provided that GE has furnished Modem Media with a list of the data,
            records, and other materials to be returned.

      2.    Rights to Developments

      (a)   "GE Property" shall mean all tangible GE Property (i.e., any GE
            Property in written, electronic or other documentary form, including
            tape or disk) provided to GE under this Agreement and/or applicable
            SOW except for: (i) any software program(s) and documentation owned
            or distributed by Modem Media that are developed prior to or outside
            of the scope of this Agreement and/or applicable SOW ("Programs");
            (ii) any Modem Media high level macro-language or CASE-generated
            subroutines that are used in developing or that are embodied in the
            GE Property ("Subroutines") (excluding any GE Confidential
            Information); and (iii) any Tools or Utilities previously developed
            by or on behalf of Modem Media as generic utility software.

            As used in the preceding sentence, "Tools" and/or "Utilities" shall
            refer to software code and/or a portion of code that: (i)
            accelerates the pace of application development; or (ii) accelerates
            the data conversion process.

      (b)   Modem Media shall develop GE Property as a work made for hire (i.e.
            GE shall own the copyright and all other intellectual property
            rights to the GE Property), and Modem Media upon creation of such GE
            Property automatically assigns, and agrees to assign without further
            consideration, the copyright and all other intellectual property
            rights to all such GE Property. Modem Media will provide GE with the
            source code for the GE Property. Upon written agreement by GE, at
            GE's sole and exclusive discretion, and for such consideration as GE
            and Modem Media may agree to in writing, Modem Media may request to
            acquire the nonexclusive right to use and distribute the copyrighted
            GE Property.

      (c)   Modem Media retains all right, title, and interest, including all
            copyrights and patents, in any preexisting Programs, Subroutines,
            and Tools and/or Utilities owned by Modem Media. Modem Media grants
            to GE and subsidiaries of GE a worldwide, nonexclusive,
            nontransferable, royalty-free, perpetual, irrevocable internal use
            license to use, copy, and modify such Subroutines and Tools and/or
            Utilities that are incorporated into the GE Property. Nothing in
            this paragraph shall be deemed to expand or restrict the rights
            granted for Programs under the applicable licensing.

      4.    Nondisclosure: By virtue of this Agreement, the parties may have
            access to information that is confidential to one another
            ("Confidential Information"). Confidential Information shall be
            limited to any Modem Media program licenses, the GE Property,
            Subroutines, Tools and Utilities, and all information that would
            reasonably be considered confidential, including but not limited to
            GE's employees, organization, activities, policies, or software
            developed or licensed by GE, products and including any written
            reports, findings, conclusions,
<PAGE>

            recommendations, or reporting data and analysis prepared by Modem
            Media and provided to GE under this Agreement. It is the intent of
            this Section that Modem Media not disclose to any third party any
            information it learns concerning the business of GE in the
            performance of Services hereunder without the express written
            consent of GE. GE shall use commercially reasonable efforts to
            disclose to Modem Media employees only that information which is
            necessary for the performance of this Agreement.

            A party's Confidential Information shall not include information
            that (a) is or becomes a part of the public domain through no act or
            omission of the other party; or (b) was in the other party's lawful
            possession prior to the disclosure and had not been obtained by the
            other party either directly or indirectly from the disclosing party;
            or (c) is lawfully disclosed to the other party by a third party
            without restriction on disclosure; or (d) is independently developed
            by the other party. Results of benchmark tests run by GE may not be
            disclosed unless Modem Media consents to such disclosure in writing.

            The parties agree, both while the Services are being performed under
            the applicable SOW and for a period of two years after the earlier
            of cessation of Services under or termination of the applicable SOW,
            to hold each other's Confidential Information in confidence. The
            parties agree not to make each other's Confidential Information
            available in any form to any third party or to use each other's
            Confidential Information for any purpose other than the
            implementation of this Agreement. Each party agrees to use the same
            degree of care that it uses to protect its own confidential
            information of a similar nature and value, but in no event less than
            a reasonable standard of care, to ensure that Confidential
            Information is not disclosed or distributed by its employees or
            agents in violation of the provisions of this Agreement. Each party
            represents that it has, with each of its employees who may have
            access to any Confidential Information, an appropriate agreement
            sufficient to enable it to comply with all of the terms of this
            Section D.4.

      5.    Publicity: Except as otherwise required by law, neither party shall
            release information with respect to the existence or terms of this
            Agreement or an amendment or any other document thereto or use the
            name of the other in publicity releases or advertising without
            securing the prior written consent of the other.

      6.    Compliance with GE's Policies

            6.1   Safety Policies. Modem Media agrees to use reasonable efforts
                  to cause any consultant who provides Services under this
                  Agreement to comply when on GE's premises with GE's reasonable
                  standard safety policies that GE communicates to such
                  consultant, to the extent that such policies are applicable to
                  the site where such consultant is providing Services.

            6.2   Drug Abuse Policies. Modem Media will advise any consultant
                  who provides Services under this Agreement of GE's policy,
                  exclusively when providing services where drug screening is
                  mandatory pursuant to governmental regulations, to require an
                  initial drug screen prior to the commencement of the
                  assignment and, further, to require a drug screen at
<PAGE>

                  any time during the assignment either (i) if the GE believes
                  in good faith that the consultant is under the influence of an
                  illegal substance, or (ii) as a consequence of an accident
                  caused by or involving the consultant on GE's premises during
                  the performance of this Agreement and likely to have been
                  related to the consultant's use of an illegal substance. Any
                  drug screens shall be performed by GE (or a company hired by
                  GE) at GE's expense.

            6.3   Other Policies. GE may supply any consultant who provides
                  Services under this Agreement with copies of its Policies
                  20.2, Equal Employment Opportunity; 20.4, Ethical Business
                  Practices; 20.5, Complying with the Antitrust Laws; and 30.5,
                  Avoiding Conflicts of Interest. If GE supplies such consultant
                  with such policies, Modem Media agrees to use reasonable
                  efforts to cause such consultant to comply with such policies
                  to the extent that such policies are applicable to the
                  activities conducted by the consultant in performing the
                  Services.

      7.    Relationship between the Parties: Modem Media is an independent
            contractor; nothing in this Agreement shall be construed to create a
            partnership, joint venture, or agency relationship between the
            parties.

            Nothing in this Agreement shall be interpreted or construed as
            creating or establishing the relationship of employer and employee
            between GE and either Modem Media or any employee or agent of Modem
            Media. Each party will be solely responsible for payment of all
            compensation owed to its employees, as well as federal and state
            income tax withholding, Social Security taxes, and unemployment
            insurance applicable to such personnel as employees of the
            applicable party. Each party shall bear sole responsibility for any
            health or disability insurance, retirement benefits, or other
            welfare or pension benefits (if any) to which such party's employees
            may be entitled. Each party agrees to defend and indemnify the other
            against any claims that the indemnified party has failed to pay
            compensation, tax, insurance, or benefits for employees of the
            indemnifying party; provided that (a) the indemnified party notifies
            the indemnifying party in writing within thirty (30) days of the
            claim; (b) the indemnifying party has sole control of the defense
            and all related settlement negotiations; and (c) the indemnified
            party provides the indemnifying party with the assistance,
            information, and authority reasonably necessary to perform the
            above; reasonable out-of-pocket expenses incurred by the indemnified
            party in providing such assistance will be reimbursed by the
            indemnifying party.

            Anything to the contrary in this Agreement notwithstanding, the
            parties hereby acknowledge and agree that GE shall have no right to
            control the manner, means, or method by which Modem Media performs
            Services pursuant to this Agreement. Rather, GE shall be entitled
            only to direct Modem Media with respect to the elements of services
            to be performed by Modem Media and the results to be derived by GE,
            to inform Modem Media as to where and when such services shall be
            performed, and to review and assess the performance of such Services
            by Modem Media for the limited purposes of assuring that such
            Services have been performed in accordance with this Agreement.

            Notwithstanding the above, where a SOW specifies that Modem Media is
            to buy media on behalf of GE, Modem Media is appointed as GE's agent
            for the
<PAGE>

            purpose of such media buys and GE agrees to be primarily liable for
            such media buys to the extent such Services were approved in a SOW.

      8.    Nonsolicitation: Modem Media and GE agree that during the
            performance of Services under the applicable SOW, neither GE nor
            Modem Media shall solicit for employment or retention as an
            independent contractor any employee or former employee of the other
            who provided any Service pursuant to any applicable SOW. "Solicit"
            shall not be deemed to include advertising in newspapers or trade
            publications available to the public. In the event that one of the
            aforementioned entities solicits an employee of the other in
            violation of this paragraph, the entire liability of the soliciting
            entity and the exclusive remedy for the nonsoliciting entity shall
            be payment of ten thousand dollars ($10,000) to the nonsoliciting
            entity by the soliciting entity.

      9.    Nonexclusivity: This Agreement is nonexclusive, and GE may contract
            with other entities to perform services related to or within the
            Scope of Work set forth in an SOW under this Agreement, so long as
            other services providers are not competitors of Modem Media.

      10.   Notice: All notices, including notices of address change, required
            to be sent hereunder shall be in writing and shall be deemed to have
            been given when mailed by first class mail to the GE Project Manager
            at the address in the applicable SOW, with a copy to GE Company,
            Corporate Initiatives Group Counsel, 3135 Easton Turnpike,
            Fairfield, Connecticut 06431 (if to GE), or to the Modem Media
            Project Manager at the address in the applicable SOW, with a copy to
            Modem Media at 230 East Avenue, Norwalk CT 06855 (if to Modem
            Media).

      11.   Waiver: The waiver by either party of any default or breach of this
            Agreement shall not constitute a waiver of any other or subsequent
            default or breach. Except for actions for nonpayment or breach of
            either party's intellectual property rights, no action, regardless
            of form, arising out of this Agreement may be brought by either
            party more than one year after the party discovered, or should have
            discovered, the basis for the cause of action.

      12.   Force Majeure: Neither party shall be in default or otherwise liable
            for any delay in or failure of its performance under this Agreement
            where such delay or failure arises by reason of any Act of God, or
            any government or any governmental body, acts of the common enemy,
            the elements, strikes or labor disputes, or other similar or
            dissimilar cause beyond the control of such party.

      13.   Export Administration: Each party agrees to comply with all relevant
            export laws and regulations of the United States ("Export Laws") to
            assure that neither any software deliverable, if any, nor any direct
            product thereof is (1) exported, directly or indirectly, in
            violation of Export Laws or (2) is intended to be used for any
            purposes prohibited by the Export Laws, including without
            limitation, nuclear, chemical, or biological weapons proliferation.

      14.   Assignment/Subcontractors Except for an assignment and delegation to
            a successor in interest to substantially all of a party's stock or
            assets, neither party may assign any rights or delegate any duties
            under this Agreement without the
<PAGE>

            prior written consent of the other party, which consent shall not be
            unreasonably withheld. This Agreement shall be binding upon the
            heirs, successors, legal representatives and valid assigns of the
            parties.

      15.   Compliance with Laws: Modem Media warrants that its Services
            hereunder will be performed in strict accordance with all applicable
            law, regulations, codes and standards of government agencies or
            authorities having jurisdiction.

      16.   Quality: The parties acknowledge that Modem Media's willingness and
            ability to provide certain Services at a higher level of quality
            than Modem Media's warranty stated in Section C.2 of this Agreement
            is important to GE. In as much as the quality level required by GE
            for Services will vary from project to project, the parties
            acknowledge that the provision of particular Services by Modem Media
            under this Agreement will be based upon the provisions, if any,
            specified in the applicable SOW (e.g. the application of appropriate
            Modem Media resources for the timely delivery of Services consistent
            with the applicable project plans stated in the SOW). The parties
            acknowledge that any additional quality level warranty and any
            particular penalties or liquidated damages which may be applicable
            to specific Services, will be limited to those provisions
            specifically enumerated and agreed upon by the parties in the
            respective SOW.

      17.   Entire Agreement: This Agreement constitutes the complete agreement
            between the parties and supersedes all previous agreements or
            representations, written or oral, with respect to the Services and
            GE Property, described herein. In the event of any conflict between
            the terms of this Agreement and the Letter Agreement, the Letter
            Agreement shall prevail. In the event of any conflict between the
            terms of this Agreement and any SOW, this Agreement shall prevail.
            This Agreement may not be modified or amended except in a writing
            signed by a duly authorized representative of each party. It is
            expressly agreed that any preprinted terms and conditions of GE's
            purchase order shall be superseded by the terms and conditions of
            this Agreement.

The Effective Date of this Agreement shall be July 1, 1999.

General Electric Company:               Modem Media.Poppe Tyson, Inc.:

/s/ Mark Mastriani                      /s/ Robert Allen
Manager, Technology                     President and COO
<PAGE>

                                    EXHIBIT A
                                     to the
                            MASTER SERVICES AGREEMENT

August 9, 1999

Mr. Richard Costello
Manager, Corporate Marketing Communications
General Electric Corporation
3135 Easton Tpke
Fairfield, CT 06431

Dear Richard:

I am writing this letter in order to establish a framework whereby Modem Media .
Poppe Tyson, Inc. ("MMPT") and General Electric Corporation ("GE") will agree on
the terms of a mutually rewarding business arrangement. MMPT and GE are
currently in the process of negotiating definitive agreements whereby (a) MMPT
will grant certain Warrants for MMPT Common Stock to GE and (b) MMPT will
provide various Services to GE under a Master Services Agreement. In connection
with those agreements, GE commits to provide $12 million in Performance Revenue
(as defined below) to MMPT over a 15-month period beginning July 1, 1999 (the
"Commitment"). In connection with those negotiations, MMPT and GE desire to
reflect their mutual intent with respect to the definition of, and calculation
of, $12 million of Performance Revenue to MMPT, which terms are as follows:

1.    Performance Revenue shall equal all revenue recognized by MMPT and any of
      its wholly owned foreign subsidiaries, in accordance with US GAAP and
      MMPT's past accounting practices consistently applied, as a result of
      Services performed by MMPT or such subsidiaries for GE or any of its
      subsidiaries or majority owned joint ventures. GE recognizes that MMPT's
      affiliate in Sao Paulo, Brazil is not a subsidiary of MMPT and
      accordingly, this arrangement will not apply to the work performed by that
      office. However, any disputed invoice will not be included in the
      calculation of Performance Revenue unless and until such dispute its
      mutually resolved by the parties. Within 30 days after the conclusion of a
      calendar quarter, the parties will confirm the Performance Revenue
      achieved through that quarter.

      GE acknowledges that in connection with providing the Services, MMPT will
      from time to time engage in activities in which the costs are
      passed-through to GE and are not recognized as revenue to MMPT. For
      example, when MMPT purchases media space from websites, MMPT acts as GE's
      agent and purchases such space on GE's behalf and GE is directly liable to
      the media property for such costs. The direct costs to purchase such space
      will be billed to GE by MMPT upon placement of the insertion order. Other
      "pass through" costs may
<PAGE>

      include but are not limited to travel and living expenses, hardware, and
      software. Such pass through costs or other third party costs will not be
      considered Performance Revenue. However, time spent by personnel to
      provide such Services will be considered part of the Performance Revenue
      to the extent consistent with MMPT past practices consistently applied.

2.    All rates charged by MMPT and any of its subsidiaries will be based on the
      attached Rate Card. This Rate Card includes [XXXXX]. Performance Revenue
      shall be based on the net revenue recognized, after the[XXXXX] but before
      the [XXXXX] in MMPT's revenues a result of the issuance of the Warrants.
      This rate will be fixed for Services performed from [XXXXX]. Thereafter,
      MMPT's standard rates shall apply [XXXXX]; provided, however, in no event
      shall such standard rates exceed [XXXXX]. The parties agree that if MMPT
      is requested to perform Services in a hyper-inflationary country, they
      will work together in good faith to adjust the attached Rate Card to
      reflect the economic circumstances in that country.

3.    A full description of the Services to be provided by Modem Media to GE,
      and the compensation therefore, will each be set forth on a Statement of
      Work. These Services may include the design and development of various
      internet and intranet websites, the planning, preparing, and placing of
      advertising/marketing, general consulting on issues related to the
      Internet and on-line commerce, including systems and process, research,
      Website development, maintenance and expansion, media planning and buying
      and any development work related to any such Service. Notwithstanding the
      foregoing, if a proposed project is estimated to be less than [XXXXX] or
      the Service requested is from a location of a GE affiliate such that the
      provision of the Services are impracticable, MMPT shall have the option to
      decline to provide such Services. If MMPT decides not to provide such
      Services under those circumstances, the estimated Performance Revenue that
      would have been recognized relative to such Services shall not be included
      in calculation the Commitment.

4.    All Performance Revenue for Services commencing after July 1, 1999 will be
      included for purposes of calculating the Commitment.

5.    If MMPT cannot perform a requested Service due to a conflict with one of
      its clients, such requested Service, and the revenue that would have been
      recognized to perform such Service, will not be included in calculating
      the Commitment.

6.    During the 15-month period, GE will use its best efforts to ensure that
      its request for Services is proportionally allocated over such 15-month
      period and across various regions. The parties expect that the Performance
      Revenue in 1999 will not be greater than [XXXXX]. As such, if the scope
      and value of any project is large or the timing or service location of any
      project is impracticable, the parties will work together to discuss
      staffing and timing of such projects. If, after such discussion, MMPT
      cannot commit to providing such Services due to the scope or timing of the
      project, MMPT may decline performing such additional Services and, the
      estimated Performance

----------
[XXXXX]= Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE>

      Revenue that would have been recognized will not be included in
      calculating the Commitment. The parties agree to work together to discuss
      the timing and scope of such projects.

7.    If GE exceeds the Commitment during the 15-month period, GE will not be
      entitled to any additional Warrants.

8.    If, at the end of the 15-month period, the Performance Revenue is less
      than $12 million, GE will make a cash payment to MMPT for such difference
      within 30 days of the expiration of such 15-month period and any
      outstanding invoices shall also be due on such date.

9.    GE shall have the right to terminate as provided in the Master Services
      Agreement. In the case of a valid termination, GE will no longer be
      obligated to meet its Commitment nor will MMPT be obligated to provide the
      Services at a [XXXXX].

10.   MMPT acknowledges that GE has certain commitments to other service
      providers, such as iXL and Proxicom. GE will use its best efforts to
      ensure that before MMPT is given the opportunity to present its
      capabilities to provide a Service on a project, GE will have determined
      that it is not obligated to award such project to one of the other
      companies to satisfy its commitments.

11.   From time to time, MMPT may be required to make presentations to GE in
      order for GE to determine whether MMPT will be awarded a particular
      project. If MMPT is not awarded the project, MMPT will not be compensated
      for the time spent on such presentation. However, once GE orally advises
      MMPT that it was awarded the project, time spent by MMPT developing the
      scope of work with GE, will be compensated by GE.

      MMPT and GE agree that the effectiveness of this letter agreement is
      contingent upon the parties executing and delivering definitive agreements
      (the "Definitive Agreements"), reflecting the terms and conditions of the
      issuance of the Warrants, and the terms and conditions upon which the
      Services will be provided, in form and substance satisfactory to both
      parties. The businesses relationship will be governed by the Master
      Service Agreement, substantially in the form attached hereto.

      MMPT and GE will use their best efforts to negotiate and enter into the
      Definitive Agreements and to consummate the transactions contemplated
      thereby as soon as practicable.

----------
[XXXXX]= Certain information on this page has been omitted and filed separately
with the Commission. Confidential treatment has been requested with respect to
the omitted portions.
<PAGE>

      The existence of this letter agreement and the Definitive Agreements shall
      remain strictly confidential, except to extent MMPT is required by law to
      issue a press release or disclose in its public filings letter agreement
      or the Definitive Agreement.

      If this letter reflects your understanding, please sign both copies,
      return a set to me and maintain one for your records.

Sincerely,


/s/ Robert Allen
President and COO


Accepted and Agreed

This 9 day of August, 1999

General Electric Corporation


/s/: Richard Costello
Manager,  Corporate Marketing Communications
<PAGE>

                                    EXHIBIT B
                                     to the
                            MASTER SERVICES AGREEMENT

                          GE TRAVEL and LIVING POLICIES


               Travel & Living Guidelines for Corporate Employees

                   Revised April 1999 - Revisions shown in red

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

Before you plan any trip or meeting, use the Bullet Train Screen:

  o  Think first! Ask why?

  o  Is this trip necessary? Is this meeting necessary? Do I really have
     to go?

  o  Do I have other options?

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


  o  Use of GE Travel Center (GETC) and GE Corporate Card:

     All travelers are required to use the GETC and the GE Corporate Card for
     all business-related travel arrangements and expenses. Personal travel
     arrangements may not be booked via the GETC. The Corporate Card should be
     used for business related travel expenses only. The Corporate card may not
     be used for personal expenses or personal cash advances.

  o  Submission & Approval Requirements:

       o  Travelers are expected to submit expense reports within five (5) days
          of end of trip. IRS regulations require the imputing of income on
          uncleared corporate card balances. Failure to submit timely expense
          reports will also result in suspension of corporate card privileges.

       o  Receipts are required for all corporate card items and for cash items
          of $15 or more.

       o  Designated managers will receive monthly statements from the GE Travel
          Center in order to review and approve the appropriateness of trips and
          reasonability of expenses for each employee.

  o  Transportation

       o  Air Travel

          o  Coach class is required for all flights within North America,
             within Europe, and within Asia-Pacific (for flights originating in
             those respective regions).

          o  Coach class is strongly recommended for all flights between North
             America and Europe and between North America and the northern
             portion of South America.

             For these flights, because of the combination of longer
             distances and the potential for unusual timing or
             circumstances, the ultimate decision between coach and
             business class remains with the traveler. It is expected that
             the choice of business class will be limited.
<PAGE>

          o  Business class is allowed for flights beyond the above "coach
             zone", e.g., North America to Asia-Pacific.
          o  Flights must be taken on Preferred airlines designated by the GETC,
             unless Preferred airlines are not available.
          o  Officer pre-approval is required for any exception to the above
             service class guidelines.
          o  Employees may retain credits from frequent traveler programs.
             However, travel plans, routing requirements, etc., should not
             result in additional expense to the Company nor require an increase
             in travel time during regularly assigned working hours.
          o  The cost of upgrading an airline ticket to another class is not
             reimbursable.

       o  Meetings

          o  Utilize GETC Meeting Planning Service for all Company meetings
             involving 10 or more air fares.

       o  Consultant/Contractor Travel

          Work with your finance representative:
          o  Consultants and contractors who travel regularly for GE should
             complete a non-employee travel profile and use the GETC for all
             GE-related travel arrangements.
          o  Components using consultants who travel infrequently (1 - 5 times a
             year) or when scheduling interviews with external candidates should
             make the travel arrangements through the GETC by using a Mastercard
             Special Purpose Account.

       o  Reservations

          o  Make your own travel reservations and when possible schedule
             meetings to allow for travel during off-peak hours.
          o  Take the "best buy" air fare recommended by the agent.
          o  Book tickets as early as possible.
          o  Use teleconferencing and/or videoconferencing to minimize travel
             costs.
          o  Minimize number of employees taking same trip, e.g., to
             trade shows, conferences, etc.
          o  Consider non-refundable fare for frequent trips to the same
             location.
          o  Consider staying over on Saturday night to obtain lower air fare
             (Company will reimburse hotel and meal costs if the total cost is
             lower).

       o  Ground Transportation

          o  Use hotel/airport shuttle services when practical.
          o  For car rental, use the Company-designated agency, Hertz. When not
             available, use National.
          o  Book smallest rental car practical for traveler's purpose.
             When using your personal vehicle, you will be reimbursed @
             $.31 per mile, which covers depreciation, insurance, and gas.
          o  For New York airports private limos are not allowable expenses,
             except:
             o  When traveling outside normal working hours (very early in the
                morning or late in the evening) or when there is a safety
                concern;
             o  When there are at least two passengers and a private limo would
                be a lower cost option than other alternatives such as a rental
                car or scheduled limo service with Red Dot.
<PAGE>

             o  From Fairfield use Hertz or Red Dot Limo Service.
             o  Minimize Company costs on rental cars by: declining Collision
                Damage Waiver in the U.S. (covered under GE contract programs);
                returning rental cars with a full tank of gas.

  o  Living, Meals & Other Expenses

     o  Lodging

          o  Book all hotels through the GETC at the time air reservations are
             made.
          o  Reservations will be made at GE Preferred full service, moderate or
             economy properties, depending on the business requirements.

     o  Personal Meals

          o  Meals are reimbursable provided you are on Company business away
             from your normal place of business with an overnight stay.
          o  On a day trip, meals eaten outside your regularly assigned work
             hours are reimbursable.

     o  Other Reimbursables

          o  Nominal gifts in lieu of meals and/or lodging at friends' or
             relatives' residences are reimbursable as long as the cost to GE is
             lower.
          o  Gratuities for bellhop, taxi, meals, etc.
          o  Highway tolls and parking fees.
          o  Laundry and dry cleaning services if the employee is away for five
             consecutive days.
          o  Telephone and fax expenses incurred on behalf of the Company,
             including essential calls to home.
          o  Use your Dial Comm Key Card for all long distance phone calls.
          o  Review "in lieu of" situations with your financial representative.

  o  Dues, Initiation Fees & Memberships

     o  Dues and initiation fees for professional organizations are not
        reimbursable, except in those instances where memberships are primarily
        for the benefit of the Company. Company officer approval is required for
        all fees.
     o  Country club memberships require approval by the Corporate Executive
        Office for reimbursement.

  o  Business Meals & Business Meetings

     o  Costs incurred in connection with meetings are reimbursable, provided
        there is a legitimate business purpose, e.g., meeting with key
        suppliers, meeting on quality with GE business representatives, etc.
     o  Expense account must be submitted by the highest level employee at the
        meeting.
     o  Expense account must indicate date, time, place, business purpose and
        business relationship of attendees.
     o  Exercise good judgment and adhere to customer policies when incurring
        expenses to entertain customers and GE associates for business purposes.
        Refer to the GE Integrity Guide for Company policy.
     o  Discourage GE to GE entertainment and meals unless the business purpose
        is clearly defined.
     o  Consider offering only non-alcoholic beverages at GE-sponsored meetings.
<PAGE>

  o  Expenses Not Reimbursable

     The following items are considered to be of a personal nature, and
     therefore are not normally reimbursable by the Company.

     o  Airline club membership fees
     o  Clothing or toiletries, except if caused by airline delay or overbooking
        of airplane reservations
     o  Cost of an employee's family member traveling with the employee, except
        when the family member's presence serves a business purpose and the
        costs have Corporate Officer approval
     o  Cost of a circuitous or side trip for personal convenience or benefit
     o  Fines traffic violations
     o  Gifts to employees or their families of flowers, money, merchandise, or
        services
     o  Insurance on personal property; personal travel insurance
     o  Items for personal use, such as: hairstyling, shoe shine, magazines,
        newspapers, movies (including in-room movies), shows, and sporting
        events (unless for entertainment on behalf of the Company) and other
        similar items
     o  Loss or theft of personal property (e.g., clothes, jewelry, etc.), cash
        advance, personal funds, or tickets
     o  Maintenance or repair of personal property (e.g., home and grounds)
        while out of town on Company business
     o  Parking or garage charges at the employee's regularly assigned place of
        business
     o  Personal credit card fees or charges incurred as a result of third-party
        misuse of lost credit cards
     o  Traveling expense between home and regularly assigned place of business

  o  Unusual Expenses

     o  In the event there are valid business reasons to incur expenses not
        reimbursable under these guidelines, these expenses may be reimbursed
        with Company Officer approval.
     o  Review unusual circumstances with your finance representative in
        advance.

For clarification, contact the GE Travel Center or your financial
representative.
<PAGE>

                          Modem Media.Poppe Tyson, Inc.
                                 1999 Rate Card

[XXXXX]

[XXXXX]= Certain information on this page has been omitted and filed separately
with the Commission. Confidential Treatment has been requested with respect to
the omitted portions.