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Sample Business Contracts

Financial Services Marketing Agreement - Juno Online Services LP and First USA Bank NA

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                                  CONFIDENTIAL
                     FINANCIAL SERVICES MARKETING AGREEMENT

         THIS AGREEMENT, made this 17th day of February, 1999, (the "Effective
Date"), by and between JUNO ONLINE SERVICES, L.P., a Delaware limited
partnership having its principal office at 120 West 45th Street, 39th Floor, New
York, New York 10036 (the "Company") and FIRST USA BANK, N.A., a national
banking association, having an office at Three Christina Centre, 201 North
Walnut Street, Wilmington, Delaware, 19801 ("FUSA"), (referred to collectively
as the "Parties" and each referred to individually as a "Party").

                                    RECITALS:

         WHEREAS, the Company is in the business of providing certain electronic
mail, Internet access and related services;

         WHEREAS, FUSA desires to market, issue and service those specific
credit products, loans, mortgage products and retail banking products provided
by it and set forth on Exhibit D (hereinafter collectively referred to as
"Products"), subject to the Company's pre-existing contractual limitations and
obligations under its current agreement with Lycos (or any successor agreement
or agreements effecting the delivery of advertising through the site located at
http://home.juno.com, in lieu of the current Lycos Agreement), to the Company
Subscribers as defined below;

                  WHEREAS, the Company is willing to help FUSA in the marketing
and offering of Product(s) to and among the Company Subscribers subject to the
terms and conditions hereinafter contained; and

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the Parties herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties hereby
agree as follows:

1.       DEFINITIONS.

         (a)      "Account" shall mean both (i) any account opened with FUSA for
                  any Product (I.E., a checking account, savings account, CD, or
                  IRA) and (ii) any issuance of a Product by FUSA I.E., any
                  credit card, loan, mortgage.

         (b)      "Ad Bundle" shall mean a set of materials (including without
                  limitation text, images, multimedia elements, and/or software)
                  promoting any FUSA Product by means of a Company Service. Ad
                  Bundles include, without limitation, e-mails, banner
                  advertisements, pop-up ads, interstitial ads, Web
                  click-through ads, and the interactive forms and screens that
                  support such advertising. Each Ad Bundle will consist of a
                  minimum of [***] Impressions, unless the Parties agree to a
                  lower number.

         (c)      "Company Services" shall mean the electronic mail and World
                  Wide Web access services provided, maintained, co-brokered,
                  produced, co-produced, and/or owned by Company to or on behalf
                  of the Company Subscribers as of the Effective Date and as may
                  be altered during the term of the Agreement. The Parties agree
                  that the Company Services

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[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.


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                  do not include the Juno Web sites currently located at
                  http://www.juno.com or http://home.juno.com, or any successor
                  pages thereto.

         (d)      "Company Subscriber" shall mean any individual who as of the
                  Commencement Date is a registered user of any Company Service,
                  or who registers for such Company Service at any point
                  thereafter during the Term of this Agreement.

         (e)      "Commencement Date" shall mean May 2, 1999.

         (f)      "Contract Year" shall mean each consecutive twelve (12) month
                  period commencing on the Commencement Date of this Agreement.

         (g)      "Impression" shall mean a single advertising exposure rendered
                  by any banner, button, text link, window, e-mail, "pop-up",
                  interstitial, transitional, or other form of advertisement
                  displayed by Company, as part of any Ad Bundle, by means of
                  any Company Service.

         (h)      "Initial Term" shall mean the period beginning on the
                  Effective Date and continuing through the first [***] Contract
                  Years following the Commencement Date.

         (i)      "Program" shall mean the Company's distribution of Impressions
                  as part of any Ad Bundles and FUSA's marketing, issuance and
                  servicing of its Products as contemplated by this Agreement.

         (j)      "Renewal Term" shall mean any extension following the Initial
                  Term which is mutually agreed upon in writing by the Parties.

         (k)      "Term" shall mean, collectively, the Initial Term and any
                  Renewal Term.

2.       LICENSE TO USE MARKS.

         (a)      During the Term of this Agreement, FUSA shall have the right
                  and license to use the names, trademarks, service marks,
                  copyrights and logos of the Company (the "Company Marks") set
                  forth in Exhibit "C" , subject to the terms and conditions of
                  this Section 2(a). Such Company Marks may be used by FUSA
                  solely in connection with the Company's displaying of
                  Impressions as part of an Ad Bundle to Company Subscribers
                  under the Program and on merchandise used to encourage
                  individuals to apply for or use Products ("Premiums"). The
                  Company may at any time modify such Company Marks, in its sole
                  discretion. Such right and license is restricted to use
                  pursuant to the terms of this Agreement in connection with the
                  products and services described herein and shall not apply or
                  extend to any other product or service offered by FUSA. Any
                  use of the Company Marks shall require the express approval of
                  the Company, which approval shall not be unreasonably withheld
                  or delayed. Subject to the foregoing, the Parties agree that
                  once FUSA has obtained approval for a specific

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[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.

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                  use of the Marks that FUSA will not be obligated to obtain
                  secondary approval for the same use.

         (b)      Notwithstanding the foregoing, each of the Parties hereto is
                  and shall remain the owner of all rights in and to its name
                  and logos, domain name(s), and any other identifiers of such
                  Party, as the same now exist or as they may hereafter be
                  modified, including all rights in and to any copyright,
                  trademark, service mark and/or like rights pertaining thereto.
                  Any and all rights to Company Marks not herein specifically
                  licensed to FUSA are reserved to Company. Upon the termination
                  of this Agreement, all rights conveyed by Company to FUSA with
                  respect to the use of Company Marks shall cease, and all such
                  rights shall revert to Company. Nothing contained herein shall
                  require FUSA to cancel any Account or to terminate any cards
                  or Products issued in connection with this Agreement, provided
                  that FUSA's rights to issue, or re-issue, new or replacement
                  cards or other Products that bear any Company Marks shall
                  terminate upon the termination of this Agreement.

3.       OFFERING AND ISSUANCE OF PRODUCTS. FUSA shall offer Product(s) to
         Company Subscribers in accordance with the following provisions:

         (a)      Subject to Section 2(a) above and 3(c) below, FUSA shall
                  design, develop, and provide to Company in a format compatible
                  with the Company's format for transmission by means of the
                  Company Services such marketing, promotion and solicitation
                  materials (the "FUSA Materials") as FUSA deems appropriate to
                  promote the Program among Company Subscribers, and the Company
                  shall reasonably assist FUSA with the administration of such
                  promotional and solicitation activities. The Parties agree
                  that FUSA shall have the right to select and promote the
                  marketing and solicitation efforts to be utilized for this
                  Program. Furthermore, the Parties agree that FUSA, in
                  consultation with the Company for the purpose of assuring
                  compliance with the Company's commercially reasonable business
                  objections relating to the timing, duration and displaying of
                  Impressions, has the right to determine the schedule of the
                  transmission of Impressions as part of any Ad Bundles to
                  Company Subscribers. Additionally, the Parties agree that
                  FUSA, subject to the Company's consent which shall not be
                  unreasonably withheld, shall have the right to select the
                  Premiums to be offered to promote the Program. The Parties
                  acknowledge that FUSA reserves the right to limit its
                  solicitation materials to those persons deemed to be
                  creditworthy in accordance with FUSA's normal credit criteria
                  and credit practices. FUSA shall have the right to designate
                  on all Product(s) issued pursuant to this Program such
                  information (other than Company Marks or other information
                  describing the Company) as FUSA shall, in its sole discretion,
                  deem appropriate.

         (b)      FUSA shall provide a tracking system for the purpose of
                  calculating the Products purchased by Company Subscribers as a
                  result of the Program, and implement this system in connection
                  with the marketing, issuing and servicing of the Accounts and
                  Products pursuant to this Agreement.

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         (c)      FUSA reserves the right to communicate information to Account
                  holders, Account members, or other Product purchasers, which
                  it normally sends its other Account holders, Account members,
                  or Product purchasers provided the information communicated
                  does not utilize the Company Marks, without having to obtain
                  the prior approval of Company. FUSA shall be solely
                  responsible for the timeliness and content of all
                  communications with Account holders regarding the Accounts and
                  purchasers of Products, and all associated cost therewith.

(d)               FUSA shall submit to Company, for its prior approval, samples
                  of all marketing, promotional or solicitation materials,
                  printed or otherwise, which FUSA intends to utilize to market
                  the Program to and among Company Subscribers. Company shall
                  review such materials and respond to FUSA's requests for
                  approval on a timely basis, such approval shall not be
                  unreasonably withheld. The Parties agree that FUSA shall
                  utilize its best effort to continue to market this Program
                  during the Term.

         (e)      Products issued and Accounts opened by FUSA pursuant to the
                  Program shall be governed by applicable laws, rules, and
                  regulations, and the terms of the applicable Account holder or
                  Account member agreement to be entered into between such
                  persons and FUSA. Notwithstanding any other limitations
                  contained in this Agreement, FUSA shall have the right to
                  amend such Account holder or Account member agreement at any
                  time in accordance with applicable law such as changing the
                  basic pricing on individual Accounts at anytime in the event
                  of late payments, non-payments, delinquency, payment by checks
                  which fail to clear default, bankruptcy, or other consistent
                  or substantial failure to perform by any Account holder of
                  Account member pursuant to the terms of the Account holder of
                  Account member agreement. FUSA shall be solely responsible for
                  the development, administration and compliance with applicable
                  laws, rules, and regulation of all such Account holder,
                  Account member or similar agreements entered or to be entered
                  between FUSA and any Company Subscribers.

         (f)      The Parties shall use their good faith efforts to test new
                  types of Impressions or strategies designed to increase the
                  efficiency of the marketing program, provided that no such new
                  types of Impressions or new strategies shall be introduced
                  into Ad Bundles or otherwise adopted without the mutual
                  agreement of the Parties. Including but not limited to and by
                  way of example of such new types of strategies, the Parties
                  will use their good faith efforts to develop a marketing and
                  solicitation strategy designed to reach new Company
                  Subscribers at the earliest practical time after a Subscriber
                  completes the sign up process, as further clarified in
                  subsection (i) (iv). In addition to the foregoing, FUSA agrees
                  to test the viability of activation premiums pursuant to
                  Exhibit "B" attached hereto and incorporated herein.

         (g)      Company shall not possess any ownership interest in Products
                  sold, issued and Accounts established pursuant to this
                  Agreement. (For the avoidance of doubt, the foregoing sentence
                  shall not affect the Company's ownership interest in
                  information about or relating to its



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                  subscribers that was developed or obtained independently
                  by Company.) Subject to the terms of Section 5 of this
                  Agreement, any and all outstanding balances with respect
                  thereto (including, without limitation, all amounts
                  owing for the payments of goods and services, periodic finance
                  charges, late and other charges) and all records developed and
                  retained by FUSA in connection with such outstanding balances
                  shall be the sole property of FUSA or its assigns and Company
                  shall have no rights or interests therein.

         (h)      Company shall, during the Term of this Agreement, provide FUSA
                  with the following advertising services:

                  (i)      During each Contract Year, the Company shall produce
                           up to [***] unique Ad Bundles based on the FUSA
                           Materials. FUSA shall be responsible for (i)
                           delivering to the Company the FUSA Materials in order
                           to permit production of the Ad Bundles; (ii) in
                           consultation with the Company for the purpose of
                           assuring compliance with the Company's commercially
                           reasonable business objections relating to the
                           timing, duration and displaying of Impressions,
                           determining the schedule of Impressions throughout
                           each Contract Year and the constraints of the
                           targeting (if any) that FUSA desires the Company to
                           undertake in the transmission of such Ad Bundles.
                           Commencing on the Commencement Date, and during each
                           Contract Year thereafter, the Company shall, on
                           behalf of FUSA, transmit such Ad Bundles to Company
                           Subscribers by means of the Company Services, in
                           accordance with the scheduling and targeting requests
                           of FUSA as contemplated by this Agreement. Prior to
                           actually displaying the Ad Bundles, the Company shall
                           submit the final Ad Bundles to FUSA for approval.
                           FUSA's approval of the Ad Bundles shall not be
                           unreasonably delayed. If FUSA does not approve an Ad
                           Bundle, the Company shall, upon receipt of FUSA's
                           written comments, use reasonable commercial efforts
                           to implement any and all changes proposed by FUSA,
                           provided that such changes do not materially increase
                           the cost of development or distribution, or conflict
                           with the terms and conditions of this Agreement, the
                           terms and conditions of the agreements between the
                           Company and the Company's Subscribers, and/or the
                           Company's then current commercially reasonable
                           advertising practices relating to the content of
                           advertisements. The Company shall have no obligation
                           to transmit any Ad Bundles prior to the Commencement
                           Date.

                  (ii)     The Parties shall have the right to vary, in their
                           mutual discretion, for the purpose of maximizing the
                           response rate any and all variables affecting
                           Impressions and the transmission of the same through
                           as part of an Ad Bundle, including the duration,
                           time-of-day, physical placement and design. Subject
                           to Company's commercially reasonable policies, the
                           Parties will leverage technologies and information
                           which may include databases and targeting
                           capabilities such as
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[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.




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                           keywords, Company Subscriber registration
                           information, payment areas and payment mechanisms to
                           maximize the Products sold and the Accounts generated
                           from the Program.

                  (iii)    During a Contract Year, the Company shall not be
                           obligated to make an aggregate of more than [***]
                           transmissions of Ad Bundles (which number of
                           transmissions shall include production of up to [***]
                           different distinct Ad Bundles for such Contract Year)
                           to the hard drives of then-current Company
                           Subscribers' computers. During a Contract Year, the
                           Company shall not be obligated to display more than a
                           total of [***] Impressions. The Parties agree that
                           each transmitted Ad Bundle shall contain the
                           following Impressions: [***] "pop-ups", [***]
                           interstitials and [***] banners. The Parties further
                           agree that as a result of the testing of the
                           Impressions served pursuant to this Agreement, the
                           Parties may (subject to their mutual written
                           agreement) vary the allotment in order to maximize
                           the Program's performance. Subject to Section 3 (i)
                           (ii) and item 6 of Exhibit A. The Parties agree that
                           the Impression commitment above is a maximum
                           commitment based on the maximum number of Ad Bundles
                           to be transmitted pursuant to this Agreement. If FUSA
                           desires to exceed the maximum number of Impressions
                           or Ad Bundles scheduled for a particular Contract
                           Year, the Parties will negotiate in good faith to
                           determine satisfactory compensation to be paid to
                           Company (and other satisfactory terms, as necessary),
                           for the provision of such additional Impressions or
                           Ad Bundles. The Parties specifically represent that
                           they are under no obligation to reach an agreement,
                           and until and unless such agreement is reached, FUSA
                           shall be under no obligation to provide additional
                           compensation to Company for the given Contract Year
                           and Company shall be under no obligation to provide
                           additional Impressions or Ad Bundles for the given
                           Contract Year.

                  (iv)     The Parties agree that the Company's provision of
                           Impressions as part of any Ad Bundle and the
                           placement of the same as designated by FUSA for the
                           purpose of maximizing the response rate, including
                           but not limited to the placement of Impressions which
                           are displayed to new Subscribers as part of the first
                           set of advertisements viewed, is material to FUSA's
                           entering into this Agreement.

         (i)      The Parties agree that if at the end of any Contract Year
                  during the Initial Term or any applicable Renewal Term, the
                  Program has not attained the annual Account Goals as
                  established within Exhibit "A" attached hereto and
                  incorporated herein, then, either Party shall have the right
                  to terminate this Agreement by delivering to the other Party,
                  at least thirty (30) days prior to its intended effectiveness
                  (but in no event later than 30 days after the end of such
                  Contract Year), a written statement of such Party's intention
                  to terminate (a "Notice of Intention to Terminate"), in
                  accordance with the provisions described
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[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.


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                  below in (i) and (ii). Upon the effectiveness of such a
                  termination, the parties shall not have any further obligation
                  to each other (including the obligation to pay Advances
                  relating to future Contract Years and obligations to serve
                  Impressions and attain Account Goals). Notwithstanding any
                  other provision of this Agreement, and for the avoidance of
                  doubt, if, in any given Contract Year, this Agreement is
                  terminated pursuant to this subsection regardless of the
                  reason, then Company will have no obligation to refund to FUSA
                  any unearned Advance Payments and any unearned portion of the
                  Subscriber Growth Advance with respect to the preceding
                  Contract Year, essentially the Contract Year in which the
                  Account Goal was not met. The Company will have an obligation
                  to refund any unearned Advance Payments and any unearned
                  portion of the Subscriber Growth Advance with respect to the
                  current Contract year, essentially the year in which notice of
                  termination is rendered.


                  (i)      If Company delivers a Notice of Intended Termination
                           to FUSA, then FUSA shall have the right to reject
                           such termination by (i) providing written notice (a
                           "Notice of Rejection") to the Company within 10 days
                           of FUSA's receipt of the Notice of Intended
                           Termination, such Notice of Rejection to be
                           accompanied by payment of the Advance for the next
                           Contract Year. If FUSA delivers a Notice of Rejection
                           to the Company, FUSA shall be deemed to have waived
                           any remedy it might have under this Agreement with
                           respect to the non-performing Contract Year,
                           including without limitation any further obligation
                           of the Company to transmit additional Ad Bundles or
                           Impressions to achieve the Account Goal related to
                           such Contract Year. If FUSA delivers a Notice of
                           Rejection to the Company, Company will be deemed to
                           have earned all Fees which would have been due and
                           payable if Company had attained all Account Goals
                           during the prior Contract Year, and all such Fees
                           shall be due and payable to Company. If FUSA does not
                           deliver a Notice of Rejection within 10 days of
                           FUSA's receipt of a Notice of Intended Termination,
                           then the Company shall have the option of permitting
                           the Notice of Intended Termination to become
                           effective on the termination date stated therein or
                           to revoke the Notice of Intended Termination and
                           permit this Agreement to remain in full force and
                           effect.

                  (ii)     If FUSA delivers a Notice of Intended Termination to
                           the Company, then Company shall have the right to
                           reject such termination by (i) providing written
                           notice (a "Notice of Rejection") to FUSA within 10
                           days of Company's receipt of the Notice of Intended
                           Termination. If the Company delivers such a Notice of
                           Rejection, then the current Contract Year shall be
                           extended and the Company shall cause the display of
                           additional Impressions (at no additional charge to
                           FUSA) until such time as the Company has achieved the
                           Account Goals for such Contract Year (the "Account
                           Goal Shortfall"). The Parties agree that if the
                           Account Goal is not attained within three (3) months
                           of the Company's election to extend, then the Company
                           has the right, in its sole and absolute discretion,
                           to

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                           terminate this Agreement along with all obligations
                           therein. If however, the Account Goals are attained
                           then the next Contract Year shall convene at the time
                           the Account Goal Shortfall is met. Upon the convening
                           of the next Contract Year, FUSA will be obligated to
                           pay to the Company the Advance with respect to the
                           next Contract Year in accordance with Exhibit A. The
                           Parties agree that if the Company's Impression
                           delivery to make good on the Account Goal Shortfall
                           is increased by more than [***] of the given Contract
                           Years' commitment, then the Company's Impression
                           commitment for the next Contract Year shall increase
                           by the actual percentage increase necessary to reach
                           the Account Goal in the given Contract Year.
                           Furthermore, the Parties agree that each following
                           Contract Years' Impression commitment shall be
                           increased proportionately in addition to any other
                           increase. If Company does not deliver a Notice of
                           Rejection within 10 days of Company's receipt of a
                           Notice of Intended Termination , then FUSA shall have
                           the option of permitting the Notice of Intended
                           Termination to become effective on the termination
                           date stated therein or to revoke the Notice of
                           Intended Termination and permit this Agreement to
                           remain in full force and effect.

                  (iii)    If neither Party exercises its right to terminate,
                           then, this Agreement will remain in force and the
                           Advance with respect to the next Contract Year shall
                           be reduced pro-rata by the amount that the Account
                           Goal Shortfall bears to the Account Goal with respect
                           to that Contract Year and the Impression commitment
                           for the next Contract Year shall also be reduced by
                           the equivent of [***] percent of the above referenced
                           pro-rata Advance Payment reduction.

4.       FEES.

         (a)      To Company. During the Term of this Agreement FUSA shall pay
                  to Company certain Account Fees, Renewal Fees, Marketing Fees,
                  Payment Advances, and Subscriber Growth Advances
                  (collectively, the "Fees") as set forth on Exhibit "A"
                  attached hereto.

         (b)      Account Fees and Renewal Fees shall be payable during the Term
                  upon the purchase of a Product or opening of an Account (or,
                  as applicable, renewal of such Product or Account) by a
                  Company Subscriber by means of the Company Service. A Product
                  will be deemed purchased, and an Account will be deemed
                  opened, upon FUSA's approval of such Company Subscriber's
                  application. FUSA agrees to apply its standard credit policies
                  and procedures in approving Company Subscriber Applications.
                  The Parties agree that an Account Fee and/or Renewal Fee shall
                  be payable during the Term in connection with (i) each
                  separate Account opened or Product purchased, even if by a
                  single Company Subscriber; and (ii) any Account or Product
                  retained by any individual after such individual ceases to be
                  a Company Subscriber, provided that the Account was
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[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.

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                  opened or the Product was purchased while the individual was
                  still a Company Subscriber. Notwithstanding the forgoing, FUSA
                  shall not be obligated to pay to the Company any duplicate
                  Fees described in Exhibit "A" in the event that the Accounts
                  on which such Fees are calculated represent substitute
                  Accounts, including, but not limited to, Accounts which are
                  established due to the loss or theft of an Account holder's or
                  Account member's existing Account or Accounts which were
                  established as a result of former joint Account holders or
                  Account members requesting individual Accounts.

         (c)      FUSA shall provide Company with a reconciliation report within
                  thirty (30) days following the end of each calendar quarter
                  setting forth the amount of Fees earned by Company during such
                  calendar quarter, together with payment in full of any amounts
                  owing to Company and payable pursuant to the terms of this
                  Section 4. FUSA shall pay the Marketing Fee, and (as
                  applicable) the Subscriber Growth Advance, if any, on the
                  Commencement Date and on the first day of each Contract Year
                  thereafter; except that FUSA shall pay the first Marketing Fee
                  on the Effective Date of the Agreement. FUSA shall pay
                  quarterly installments of the Advance Payments as set forth in
                  Exhibit A on the first date of each calendar quarter of each
                  Contract Year, beginning on the Commencement Date and
                  continuing on the first day of each calendar quarter
                  thereafter. The Parties agree that the Marketing Fee for each
                  Contract Year is non-refundable, except as expressly provided
                  in this Agreement.

         (d)      FUSA's obligation to pay any of the aforementioned Fees to the
                  Company shall cease immediately upon the termination of this
                  Agreement for any reason whatsoever, provided that any Fees
                  that have accrued to the Company shall be reconciled and paid
                  to the date of termination.

5.       RECORDS.

         (a)      During the Term of this Agreement and for a period of [***]
                  years thereafter, FUSA agrees that it will maintain full and
                  accurate records with respect to all Accounts established and
                  Products sold pursuant to this Agreement. During such time,
                  upon no less than ten (10) business days prior notice, such
                  records shall be open for inspection by representatives of
                  Company at such reasonable times as shall be agreed upon by
                  FUSA, provided that any inspection shall be subject to such
                  security procedures as FUSA may reasonably impose and subject
                  to such limitations as may be required under applicable rules,
                  regulations or statutes governing the conduct of FUSA's
                  business.

         (b)      During the Term of this Agreement and for a period of [***]
                  years thereafter, Company agrees that it shall keep full and
                  accurate records with respect to the annual Impressions
                  delivered and Ad Bundles transmitted during the Program
                  pursuant to this Agreement. During such time, upon no less
                  than ten (10) business days prior notice, such records shall
                  be open for inspection by representatives of FUSA at such
                  reasonable times as shall be agreed upon by Company, provided
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[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.


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                  that any inspection shall be subject to such security
                  procedures as Company may reasonably impose and subject to
                  such limitations as may be required under applicable rules,
                  regulations or statutes governing the conduct of Company's
                  business.

6.       RELATIONSHIP. Nothing in this Agreement is intended to or shall be
         construed to constitute or establish an agency, joint venture,
         partnership or fiduciary relationship between the Parties, and neither
         Party shall have the right or authority to act for or on behalf of the
         other Party.

7.       CONFIDENTIALITY.

         (a)      The Parties acknowledge and agree that the terms of this
                  Agreement and all information provided to or in connection
                  with either Party's performance under this Agreement shall be
                  considered confidential and proprietary information
                  ("Confidential Information") and shall not be disclosed to any
                  third party without the prior written consent of the Party
                  providing the Confidential Information ("Disclosing Party").
                  Confidential Information shall include, without limitation:
                  (i) names, addresses, and demographic, behavioral, and credit
                  information relating to Company Subscribers, FUSA Account
                  holders or Account members or potential FUSA Account holders
                  or Account members; (ii) Company Subscriber, Account holder or
                  Account member communication materials and issuance strategies
                  or methods developed or implemented by either Party; (iii)
                  each Party's business objectives, assets and properties; and
                  (iv) each Party's programming techniques and technical,
                  developmental, cost and processing information.

         (b)      The Party receiving such Confidential Information ("Receiving
                  Party") shall use Confidential Information only for the
                  purpose of performing the terms of this Agreement and shall
                  not accumulate in any way or make use of Confidential
                  Information for any other purpose. The Receiving Party shall
                  ensure that only its employees, authorized agents, or
                  subcontractors who need to know Confidential Information to
                  perform this Agreement will receive Confidential Information
                  and that such persons agree to be bound by the provisions of
                  this Section 7 and maintain the existence of this Agreement
                  and the nature of their obligations hereunder strictly
                  confidential.

         (c)      The obligations with respect to Confidential Information shall
                  not apply to Confidential Information that: (i) either Party
                  or its personnel already know at the time it is disclosed;
                  (ii) is publicly known without breach of this Agreement; (iii)
                  either Party received from a third party authorized to
                  disclose it without restriction; (iv) either Party, its agents
                  or subcontractors, developed independently without use of
                  Confidential Information; or (v) either Party is required by
                  law, regulation or valid court or governmental agency order or
                  request to disclose, in which case the Party receiving such an
                  order or request, to the extent practicable, must give notice
                  to the other Party, allowing them to seek a protective order.

         (d)      Each Party agrees that any unauthorized use or disclosure of
                  Confidential Information may cause immediate and irreparable
                  harm



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                  to the Disclosing Party for which money damages may not
                  constitute an adequate remedy. In that event, each Party
                  agrees that injunctive relief may be warranted in addition to
                  any other remedies the Disclosing Party may have. In addition,
                  the Receiving Party agrees promptly to advise the Disclosing
                  Party in writing of any unauthorized misappropriation,
                  disclosure or use by any person of the Confidential
                  Information which may come to its attention and to take all
                  steps at its own expense reasonably requested by the
                  Disclosing Party to limit, stop or otherwise remedy such
                  misappropriation, disclosure or use.

         (e)      Upon either Party's demand, or upon the termination of this
                  Agreement, the Parties shall comply with each other's
                  reasonable instructions regarding the disposition of
                  Confidential Information which may include return of any and
                  all Confidential Information (including any copies or
                  reproductions thereof). Upon request, such compliance shall be
                  certified in writing, including a statement that no copies of
                  confidential information have been kept.

         (f)      Except as necessary for its performance under this Agreement,
                  neither Party shall use the name of the other, its affiliates
                  or subsidiaries in connection with any representation,
                  publication or advertisement, or make any public statement
                  relating to the other Party, its affiliates or subsidiaries,
                  without the prior full disclosure of the same to the other
                  Party, and the prior written consent of the other Party.

         (g)      Except as may be required by law, regulation or any
                  governmental authority, neither Party, nor any of its
                  affiliates, shall issue a press release or make public
                  announcement or any disclosure to any third party related to
                  the transactions contemplated by this Agreement without the
                  prior consent of the other Party, which consent shall not be
                  unreasonably withheld or delayed. The Parties agree to issue
                  no less than one press release (the timing and content of
                  which is subject to the approval of both Parties) announcing
                  this Agreement and summarizing certain of its principal terms.

         (h)      Notwithstanding the foregoing, it is additionally agreed that
                  the Parties may disclose the terms of this Agreement to
                  potential investors as well as their representatives and
                  agents for the sole purpose of advising such parties in
                  connection with such investment. The Party disclosing may
                  disclose the terms of this agreement to the extent reasonably
                  necessary for the purpose of raising capital so long as the
                  investor enter into an obligation of confidentiality. The
                  Party disclosing the Confidential Information agrees that it
                  will take reasonable measures to protect the secrecy of and
                  avoid disclosure or use of Confidential Information in order
                  to prevent it from falling into the public domain or into the
                  possession of persons other than those persons authorized
                  hereunder. Such measures shall include those measures utilized
                  to protect ones own Confidential Information of a similar
                  nature, but in any event no less than a reasonable degree of
                  care. The Parties agree that the Confidential Information
                  shall be provided on a need-to-know basis only and provided
                  only if the party to whom the Confidential Information is
                  provided to is made aware of the confidential nature of the
                  information and further provided that the



                                       11
<PAGE>

                  Confidential Information shall not be disclosed, either
                  directly or indirectly, to a competitor of FUSA (it being
                  understood that the Company's obligation shall be conditioned
                  on FUSA's providing Company with a list of its competitors for
                  the purposes of this Section at the time of execution of this
                  Agreement with FUSA maintaining the right to reasonably
                  supplement the list from time to time) in any manner
                  whatsoever except as permitted herein without FUSA's express
                  prior consent, which consent shall not be unreasonably
                  withheld. Third party recipients of this Agreement pursuant to
                  this provision are hereby advised and placed on notice of the
                  confidential nature of this Agreement and all information
                  contained herein and that the Confidential Information
                  provided is to be utilized solely in conformity with this
                  Section and this Agreement. Any information obtained as a
                  result of such notice, shall be subject to the confidentiality
                  provisions of this Section.

         (i)      The obligations of this Section 7 shall survive the
                  termination of this Agreement for a period of [***] years.

8.       Representations and Warranties.

         (a)      FUSA represents, warrants, and covenants that: (i) it is a
                  national banking association duly organized, validly existing
                  and in good standing under the laws of the United States; (ii)
                  the execution and delivery by FUSA of this Agreement, and the
                  performance by FUSA of the transactions contemplated hereby,
                  are within FUSA's corporate powers, have been duly authorized
                  by all necessary corporate action, do not require any consent
                  or other action by or in respect of, or filing with, any third
                  party or governmental body or agency (other than informational
                  filings required by MasterCard or Visa), and do not
                  contravene, violate or conflict with, or constitute a default
                  under, any provision of applicable law or regulation or of the
                  charter or by-laws of FUSA or of any agreement, judgment,
                  injunction, order, decree or other instrument binding upon
                  FUSA; (iii) it has the right, power and authority to execute
                  this Agreement and act in accordance herewith; (iv) all FUSA
                  Material provided to Company for incorporation into any Ad
                  Bundle does not infringe the intellectual property rights of
                  any third party, including without limitation copyright,
                  patent, trademark, trade secret, or right of publicity, or any
                  contractual right of any third party; (v) its performance
                  under this Agreement and all Products distributed via the
                  Company Service by FUSA will conform to all laws and
                  governmental rules and regulations applicable to FUSA's
                  business; and (vi) it is not currently aware of any claims,
                  and is not currently involved in any litigation, challenging
                  its rights to market its Products in the manner contemplated
                  under this Agreement or that would have a material adverse
                  impact on FUSA's ability to perform its obligations
                  contemplated herein;

         (b)      Company represents, warrants and covenants that: (i) it is a
                  Delaware limited partnership duly organized, validly existing
                  and in good standing under the laws of the State of Delaware;
                  (ii) the execution and delivery by Company of this Agreement,
                  and the performance by
--------------------------
[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.


                                       12
<PAGE>

                  Company of the transactions contemplated hereby, are within
                  Company's powers, have been duly authorized by all necessary
                  action, do not require any consent or other action by or in
                  respect of, filing with, any third party or any governmental
                  body or agency, and do not contravene, violate or conflict
                  with, or constitute a default under, any provision of
                  applicable law, regulation, or under any governing documents,
                  charter or bylaw, or any agreement, judgment, injunction,
                  order, decree or other instrument binding on Company; (iii) it
                  is not currently aware of any claims, and is not currently
                  involved in any litigation, challenging Company's ownership of
                  the Company Marks that would have a material adverse impact on
                  Company's ability to perform its obligations contemplated
                  herein; (iv) it is not aware of any claims, and is not
                  currently involved in any litigation, challenging the
                  Company's access to the Web and/or the Internet that would
                  have a material adverse impact on Company's ability to perform
                  its obligations contemplated herein; and (v) it has the right,
                  power and authority to execute this Agreement and act in
                  accordance herewith.

         (c)      EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
                  WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS
                  AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES,
                  INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND
                  FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT
                  MATTER. THE FOREGOING WAIVER SHALL NOT BE CONSTRUED TO LIMIT
                  OR PROHIBIT EITHER PARTY HEREUNDER FROM PURSUING THE REMEDIES
                  SET FORTH ELSEWHERE IN THIS AGREEMENT OR AS OTHERWISE
                  AVAILABLE AT LAW OR IN EQUITY FOR A BREACH BY THE OTHER PARTY
                  HEREUNDER OF ANY CONTRACTUAL OBLIGATION UNDER THIS AGREEMENT.

9.         INDEMNIFICATION; LIMITATIONS ON LIABILITY.

         (a)      FUSA shall not be responsible in any way for any
                  misrepresentation, negligent act or omission or willful
                  misconduct of Company, its affiliates, officers, directors,
                  agents, or employees in connection with the entry into or
                  performance of any obligation of Company under this Agreement.
                  Further, Company shall indemnify, defend and hold FUSA
                  harmless from and against all third-party claims, actions,
                  suits or other proceedings, and any and all losses, judgments,
                  damages, expenses or other costs (including reasonable counsel
                  fees and disbursements), arising from or in any way relating
                  to: (i) any actual or alleged violation or inaccuracy of any
                  representation or warranty of Company contained in Section 8
                  above; (ii) any actual or alleged infringement of any
                  trademark, copyright, trade name relating to the use by FUSA
                  of the Company Marks as contemplated by this Agreement; and/or
                  (iii) any negligent act or omission or willful misconduct of
                  Company or its directors, officers, employees, agents or
                  assigns in connection with the entry into or performance of
                  this Agreement.

                                       13
<PAGE>

         (b)      Company shall not be responsible in any way for any
                  misrepresentation, negligent act or omission or willful
                  misconduct of FUSA, its affiliates, officers, directors,
                  agents, or employees in connection with the entry into or
                  performance of any obligation of FUSA under this Agreement.
                  Further, FUSA shall indemnify, defend and hold Company
                  harmless from and against all third-party claims, actions,
                  suits or other proceedings, and any and all losses, judgments,
                  damages, expenses or other costs (including reasonable counsel
                  fees and disbursements), arising from or in any way relating
                  to: (i) any actual or alleged violation or inaccuracy of any
                  representation or warranty of FUSA contained in Section 8
                  above; (ii) any actual or alleged infringement of any
                  trademark, copyright, trade name or other proprietary
                  ownership interest resulting from the use by FUSA of any
                  rights held or purported to be held by FUSA for the purpose of
                  fulfilling its obligations pursuant to this Agreement; (iii)
                  any act or omission of FUSA in connection with the issuance of
                  Product(s) and/or the administration of Accounts (iv) the
                  content of any FUSA Material that was provided to the Company
                  by FUSA for display through any Impressions delivered on
                  behalf of FUSA under this Agreement; and (v) any negligent act
                  or omission or willful misconduct of FUSA or its directors,
                  officers, employees, agents or assigns in connection with the
                  entry into or performance of this Agreement.

         (c)      Each Party's obligations to provide indemnification under this
                  Agreement shall be contingent upon the Party seeking
                  indemnity: (i) providing the indemnifying Party with prompt
                  written notice of any claim for which indemnification is
                  sought (provided, however, that the indemnifying party shall
                  be relieved from its indemnification obligations, as a result
                  of failure to render notice, only to the extent that it is
                  prejudiced by the failure to receive prompt notice), and (ii)
                  cooperating fully with the indemnifying Party (at the
                  indemnifying Party's expense). Each Party's obligations under
                  this Section 9 shall survive expiration or termination of this
                  Agreement.

         (d)      If any claim, action, suit or other proceeding covered under
                  Section 9(a) or 9(b) of this Agreement ("Claim") is asserted
                  against a Party entitled to indemnification under such Section
                  9(a) or 9(b) ("Indemnified Party"), then: (i) the Party
                  obligated to indemnify ("Indemnifying Party") shall assume, at
                  its cost and expense, the sole defense of such Claim, provided
                  that an Indemnified Party may at its option and expense select
                  and be represented by separate counsel; (ii) the Indemnifying
                  Party shall maintain control of such defense, provided that
                  the Indemnifying Party may settle a claim as to the
                  Indemnified Party only with the prior written consent of the
                  Indemnified Party, which consent shall not be unreasonably
                  withheld; and (iii) the Indemnified Party may, at its option
                  and expense, participate in such defense.

         (e)      EXCEPT WITH RESPECT TO EACH PARTY'S INDEMNIFICATION
                  OBLIGATIONS AS SET FORTH IN SECTION 9 HEREIN, IN NO EVENT WILL
                  EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,
                  INCIDENTAL OR CONSEQUENTIAL DAMAGES,



                                       14
<PAGE>

                  WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING
                  NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN
                  ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF
                  THE PARTIES FOR DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT
                  OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED,
                  THE FOLLOWING APPLICABLE AMOUNTS: FUSA'S LIABILITY SHALL NOT
                  EXCEED THE GREATER OF (A) TOTAL AMOUNTS DUE AND UNPAID BY FUSA
                  TO COMPANY HEREUNDER; OR (B) TOTAL AMOUNTS TO BE PAID BY FUSA
                  TO COMPANY DURING THE CONTRACT YEAR IN WHICH THE EVENT GIVING
                  RISE TO THE DAMAGE OCCURS (OR IF PRIOR TO THE COMMENCEMENT
                  DATE, THE FIRST CONTRACT YEAR); AND COMPANY'S LIABILITY SHALL
                  NOT EXCEED THE LESSER OF: (A) AMOUNTS RECEIVED BY COMPANY FROM
                  FUSA DURING THE CONTRACT YEAR IN WHICH THE EVENT GIVING RISE
                  TO THE DAMAGE OCCURS (OR IF PRIOR TO THE COMMENCEMENT DATE,
                  THE FIRST CONTRACT YEAR); OR (B) TOTAL AMOUNTS TO BE PAID BY
                  FUSA TO COMPANY DURING THE CONTRACT YEAR IN WHICH THE EVENT
                  GIVING RISE TO THE DAMAGE OCCURS (OR IF PRIOR TO THE
                  COMMENCEMENT DATE, THE FIRST CONTRACT YEAR). HOWEVER, THE
                  FOREGOING LIMITATION OF LIABILITY SHALL NOT PRECLUDE EITHER
                  PARTY FROM SEEKING EQUITABLE RELIEF IN THE EVENT OF DEFAULT BY
                  THE OTHER PARTY HEREUNDER UNDER THE TERMS OF THIS AGREEMENT.

         (f)      The Parties agrees that any obligation or liability arising
                  under or relating to this Agreement shall be without recourse
                  to any partner of either Party, any controlling person thereof
                  and any successor to any such partner or person, and no such
                  partner, controlling person or successor shall have any
                  liability in such capacity for the obligations of a Party to
                  this Agreement.

10.      TERM/TERMINATION.

         (a)      Subject to each Party's right to terminate pursuant to Section
                  3 (i) of this Agreement, and subsection 10 (b), (c), (d), (e),
                  (f), and (g) below, this Agreement shall be effective as of
                  the Effective Date hereof and shall continue for an Initial
                  Term that ends [***] years from the Commencement Date.
                  Notwithstanding the foregoing, the Parties agree that at any
                  time after the first thirty (30) months following the
                  Commencement Date, either Party has the right to terminate
                  this Agreement and all obligations contained herein provided
                  that it has given no less than ninety ( 90) days prior written
                  notice to the other Party. Provided that this Agreement is not
                  terminated prior to the expiration of the Initial Term, this
                  Agreement shall be automatically renewed upon the expiration
                  of the Initial Term for successive
--------------------------
[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.



                                       15
<PAGE>

                  Renewal Terms of two (2) years each from the date of
                  expiration of the previous Initial Term or Renewal Term, as
                  applicable. Such renewal shall not be effective if, at least
                  ninety (90) days prior to the termination of the Initial Term
                  or the then current Renewal Term, either Party shall have
                  notified the other in writing of its decision not to renew
                  this Agreement. If the terms hereof are to be amended in
                  connection with any Renewal Term, an appropriate addendum
                  shall be executed by both Parties and added hereto reflecting,
                  as applicable, the revised terms hereof.

         (b)      If there is a material default by either Party in the
                  performance of the terms and conditions of this Agreement, and
                  such default shall continue for a period of thirty (30) days
                  after receipt by the defaulting Party of written notice
                  thereof from the non-defaulting Party (setting forth in detail
                  the nature of such default), then this Agreement shall
                  terminate at the option of the non-defaulting Party as of the
                  thirty-first (31st) day following the receipt of such written
                  notice. If, however, the default cannot be remedied within
                  such thirty (30) day period, such time period shall be
                  extended for an additional period of not more than thirty (30)
                  days, so long as the defaulting Party has notified the
                  non-defaulting Party in writing and in detail of its plans to
                  initiate substantive steps to remedy the default and
                  diligently thereafter pursues the same to completion within
                  such additional thirty (30) day period.

         (c)      This Agreement shall be deemed terminated, without the
                  requirement of further action or notice by either Party, in
                  the event that either Party, or a direct or indirect holding
                  company of either Party, shall become subject to voluntary or
                  involuntary bankruptcy, insolvency, receivership,
                  conservatorship or like proceedings (including, but not
                  limited to, the takeover of such Party by the applicable
                  regulatory agency) pursuant to applicable state or federal law
                  and such proceedings are not dismissed within sixty (60) days
                  of initiation thereof.

         (d)      In the event that Company divests itself of its on-line
                  business(es), FUSA shall have the right to immediately
                  terminate this Agreement and all of its obligations contained
                  herein upon notice to Company.

         (e)      In the event that any material change in any federal, state or
                  local law, statute, operating rule or regulation, or any
                  material change in any operating rule or regulation of either
                  MasterCard or Visa makes the continued performance of this
                  Agreement under the then current terms and conditions
                  demonstratively economically infeasible or illegal, then FUSA
                  shall have the right to terminate this Agreement upon ninety
                  (90) days advance written notice. Such written notice shall
                  include a detailed explanation and evidence of the
                  demonstratively economically infeasible condition imposed.

         (f)      In the event that the Company enters into any merger,
                  acquisition, transfer of control or sale of substantially all
                  of its assets to, or any similar transaction with, (a) any
                  competitor of FUSA or any entity that owns a competitor of
                  FUSA, or (b) any entity that due to its products, services
                  and/or reputation creates a demonstrable and

                                       16
<PAGE>

                  material conflict of interest for FUSA, then, FUSA shall have
                  the right to terminate this Agreement upon thirty (30) days
                  notice.

         (g)      In the event that the Company enters into any merger,
                  acquisition, transfer of control or sale of substantially all
                  of its assets to, or any similar transaction with, a primary
                  competitor of FUSA which due to the primary competitor's
                  products and services creates a economically infeasible
                  material conflict of interest for the Company, then, the
                  Company shall have the right to terminate this Agreement upon
                  no less than one hundred and eighty (180) days written notice,
                  which written notice shall (if permissible) include an
                  explanation of the circumstances surrounding such termination.
                  Notwithstanding the foregoing, in no event shall the
                  termination be effective during the first Year following the
                  Commencement Date of this Agreement. If, upon the consummation
                  of such a transaction, the party with whom Company has entered
                  into such transaction does not request an exclusive
                  relationship with the Company, then FUSA shall have the right
                  to purchase advertising at the Company's then commercially
                  reasonable standard rate, quality, quantity, and terms as for
                  the Products offered pursuant to this Agreement.

         (h)      In the event that any representation or warranty set forth in
                  Section 7 of this Agreement is breached, then the
                  non-breaching Party shall have the right to immediately
                  terminate this Agreement and all of its obligations contained
                  herein by notice to the breaching Party.

         (i)      Upon termination of this Agreement:

                  (i)      Company and FUSA shall work together toward an
                           orderly termination of this Program;

                  (ii)     Each Party shall promptly return to the other any
                           materials that have been supplied by such Party, if
                           any, including without limitation all Confidential
                           Information;

                  (iii)    All Accounts which have been opened pursuant to the
                           terms hereof, together with all Accounts for which
                           applications have been received but not yet processed
                           by FUSA as of the effective date of such termination,
                           shall remain the sole and exclusive property of FUSA;

                  (iv)     FUSA shall have the right, but not the obligation,
                           prior to the expiration date inscribed on the
                           Products, to reissue cards or Products previously
                           issued to Account holder or Account members pursuant
                           to this Agreement and to issue card or Products to
                           applicants whose applications are received after the
                           effective date of such termination, in its own name
                           and without any reference to Company on such cards or
                           Products;

                  (v)      Notwithstanding any other provision of this
                           Agreement, and for the avoidance of doubt, if, in any
                           given Contract Year, this Agreement is terminated
                           pursuant to Section 3 (i), regardless of the reason,
                           then Company will have no obligation to refund to
                           FUSA any unearned Advance Payments and any unearned



                                       17
<PAGE>

                           portion of the Subscriber Growth Advance with respect
                           to the preceding Contract Year, essentially the
                           Contract Year in which the Account Goal was not met.
                           The Company will have an obligation to refund any
                           unearned Advance Payments and any unearned portion of
                           the Subscriber Growth Advance with respect to the
                           current Contract Year, essentially the Year in which
                           notice of termination is rendered;

                  (vi)     If this Agreement is terminated by FUSA pursuant to
                           Sections 10 (b), (d), (f), or by the Company pursuant
                           to Section 10 (a) or (g), then, Company shall be
                           required to remit to FUSA any unearned portion of the
                           Advance Payments and any unearned portion of the
                           Subscriber Growth Advance payment relating to that
                           Contract Year as of the effective date of
                           termination, if any.

                  (vii)    If this Agreement is terminated by Company pursuant
                           to Section 10 (b), Section 10 (c), Section 10 (e), or
                           any other provision hereof, or by FUSA pursuant to
                           Section 10 (a) or Section 10 (e) then, Company shall
                           have the right to retain the entire amount of any
                           Advance Payments and any Subscriber Growth Advance
                           paid made as of the day notice of termination was
                           rendered;

                  (vii)    Except those provisions which by their terms shall
                           survive, all obligations to Company shall cease after
                           the effective date of termination.


11.      EXCLUSIVITY.

         (a)      During the term of this Agreement, FUSA shall have the
                  exclusive right to perform the issuing, marketing and
                  servicing of Accounts and Products by means of the Company
                  Services as contemplated by this Agreement, and Company agrees
                  that during the term hereof it shall not by itself, or in
                  conjunction with others, directly or indirectly, offer or
                  endorse Products, or provide Company Subscribers with on-line
                  processing of Products or enter into any agreement with others
                  for the provision or endorsement of Products to Company
                  Subscribers.

         (b)      Notwithstanding the foregoing Section 11(a), Company shall
                  have the right to develop, transmit, and provide
                  advertisements specifically for the Bankcard Associations
                  currently known as Visa or MasterCard, provided that such
                  advertisements do not allow direct registration by means of
                  the Company Services and further provided that Visa and
                  MasterCard are not representing, or otherwise working on
                  behalf of, a bankcard association member.

12.      NON-COMPETITION. With respect to all Accounts established pursuant to
         this Agreement, Company agrees that it shall not, directly or
         indirectly, during the term of this Agreement (including any Renewal
         Term) and for a period of one(1) year following the termination of this
         Agreement for any reason whatsoever, specifically target any offer of a
         Product to cardmembers possessing an Account. Nothing to the contrary
         withstanding, Company may,



                                       18
<PAGE>

         after termination of this Agreement, offer current account holders the
         opportunity to participate in another credit card program endorsed by
         Company, provided Company does not specifically target Account holders
         but rather targets as a part of a general solicitation of Company
         Subscribers. Furthermore, provided no existing Account holder is
         directly or indirectly identified as a cardmember of FUSA, or offered
         incentives different from that offered to of Company Subscribers.

13.      NOTICES. Any and all notices or other communications required or
         permitted under this Agreement shall be in writing and shall be
         delivered either by personal delivery; by telex, telegram, mailgram or
         telecopy; by nationally recognized overnight courier service; or by
         certified or registered mail, return receipt requested, addressed as
         follows:

                  If to FUSA, to:
                           FIRST USA BANK, N.A.
                           Three Christina Centre
                           201 North Walnut Street
                           Wilmington, DE  19801
                           Attention:    Kurt Campisano
                                         Senior Vice President

                           with a copy to:
                                         General Counsel
                                         Fax No. (302) 884-8361

                  If to Company, to:

                           JUNO ONLINE SERVICES, L.P.
                           120 West 45th Street, 39th Floor
                           New York, NY  10036
                           Attention:    Jordan Birnbaum
                                         Senior Vice President

                           with copies to:
                                         General Counsel
                                          Fax No. (212) 597-9000

         or to such other person or address as either Party shall have
         previously designated to the other by written notice given in the
         manner set forth above. Where notice requires a response in ten (10) or
         fewer business days, the notice should be sent by hand delivery or
         telecopy. Notices shall be deemed given one day after sent, if sent by
         telex, telegram, mailgram, telecopy or by overnight courier; when
         delivered and receipted for, if hand delivered; or when receipted for
         (or upon the date of attempted delivery where delivery is refused) if
         sent by certified or registered mail, return receipt requested.

14.      ALTERNATIVE DISPUTE RESOLUTION. Company and FUSA hereby waive their
         rights to resolve disputes through any court proceeding or litigation
         and acknowledge that all disputes shall be resolved pursuant to Section
         15 and 16 below, except that equitable relief may be sought pursuant to
         Section 7 and any claims alleging violations or infringement of
         intellectual property rights from any court of competent jurisdiction.
         Both Parties represent to the other

                                       19
<PAGE>

         that this waiver is made knowingly and voluntarily after consultation
         with and upon the advice of counsel and is a material part of this
         Agreement.

15.      INFORMAL DISPUTE RESOLUTION. Any controversy or claim between Company,
         on the one hand, and FUSA on the other hand, arising from or in
         connection with this Agreement or the relationship of the Parties under
         this Agreement whether based on contract, tort, common law, equity,
         statute, regulation, order or otherwise ("Dispute") shall be resolved
         as follows:

         (a)      Upon written request of either Company, on the one hand, or
                  FUSA on the other hand, a duly appointed representative(s) of
                  each Party will meet for the purpose of attempting to resolve
                  such Dispute. Should they be unable to resolve the Dispute,
                  the designated executive representative of JUNO ONLINE
                  SERVICES, L.P., will meet with FUSA's Executive Vice President
                  of Marketing (the "Executives") in an effort to resolve the
                  Dispute. Said meeting shall be in person or by telephone.

         (b)      The Executives shall meet as often as the Parties agree to
                  discuss the problem in an effort to resolve the Dispute
                  without the necessity of any formal proceeding.

         (c)      Formal proceedings for the resolution of a Dispute may not be
                  commenced until the earlier of:

                  (i)      resolution through the procedures set forth in
                           subsections (a)-(b) hereof does not appear likely; or

                  (ii)     the expiration of the thirty-five (35) day period
                           immediately following the initial request to
                           negotiate the Dispute;

                  provided, however, that this Section will not be construed to
                  prevent a Party from instituting formal proceedings earlier to
                  avoid the expiration of any applicable limitations period, to
                  preserve a superior position with respect to other creditors
                  or to seek temporary or preliminary injunctive relief. The
                  commencement of a proceeding pursuant to this provision does
                  not relieve a Party from the executive consultation
                  requirement contained in this Section.

16.      ARBITRATION. If the Parties are unable to resolve any Dispute as
         contemplated above, such Dispute shall be submitted to mandatory and
         binding arbitration at the election of either Company, on the one hand,
         or FUSA on the other hand (the "Disputing Party"). Any disputes arising
         out of or relating to this Agreement shall be submitted to arbitration
         in accordance with the rules of the American Arbitration Association
         then in effect in Washington, D.C. and the award rendered by the
         arbitrators shall be binding as between the Parties and judgment on
         such award may be entered in any court having jurisdiction thereof.
         Three arbitrators familiar with the financial services, online services
         and advertising industries shall be appointed: one by FUSA, one by
         Company, and a third selected by the two arbitrators selected by FUSA
         and Company. In the event the first two arbitrators can not agree on
         the selection of a third, such third arbitrator shall be appointed by
         the American Arbitration Association. All decisions and awards shall be
         made by a majority of the three arbitrators. Notice of a demand for
         arbitration of any



                                       20
<PAGE>

         dispute subject to arbitration by one Party shall be filed in writing
         with the other party and with the American Arbitration Association.
         Each Party shall advise the other of its selected arbitrator within ten
         (10) days of the date of notice. A stenographic record shall be made of
         all arbitration hearings. The Parties shall share all costs of
         arbitration. The Parties shall each be responsible for their respective
         attorneys fees and costs.

17.      FORCE MAJEURE. In the event that a Party fails to perform its
         obligations under this Agreement in whole or in part as a consequence
         of events beyond its reasonable control (including, without limitation,
         acts of God, fire, explosion, public utility failure, floods,
         embargoes, epidemics, war or nuclear disaster), such failure to perform
         shall not be considered a breach of this Agreement during the period of
         such disability. In the event of any force majeure occurrence as set
         forth in this Section, the disabled Party shall use its best efforts to
         meet its obligations as set forth in this Agreement. The disabled Party
         shall promptly and in writing advise the other Party if it is unable to
         perform due to a force majeure event, the expected duration of such
         inability to perform and of any developments (or changes therein) that
         appear likely to affect the ability of that Party to perform any of its
         obligations hereunder in whole or in part.

18.      ENTIRE AGREEMENT/AMENDMENT. This Agreement, including exhibits,
         constitutes the entire understanding between the Parties with respect
         to the subject matter, and supersedes all prior written and oral
         proposals, understandings, agreements and representations, all of which
         are merged herein. Neither this Agreement, nor any amendment or
         modification of this Agreement, shall be effective unless it is in
         writing and executed by all of the Parties hereto.

19.      NON-WAIVER OF DEFAULT. The failure of either Party to insist, in any
         one or more instances, on the performance of any terms or conditions of
         this Agreement shall not be construed as a waiver or relinquishment of
         any rights granted hereunder or of the future performance of any such
         term or condition, and the obligations of the non-performing Party with
         respect thereto shall continue in full force and effect.

20.      SEVERABILITY. In the event that any provision of this Agreement shall,
         for any reason, be deemed to be invalid and unenforceable, the
         remaining provisions of this Agreement shall remain in full force and
         effect.

21.      GOVERNING LAW. This Agreement shall be governed by, and construed and
         enforced in accordance with, the laws of the State of Delaware without
         regard to its conflict of law principles.

22.      COUNTERPARTS. This Agreement may be executed in counterparts, each of
         which shall be deemed an original and all of which together shall
         constitute one and the same document.


         IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of
the day and year first above written.





                                       21
<PAGE>

                           JUNO ONLINE SERVICES, L.P.


                           By: /S/ CHARLES ARDAI  
                               --------------------------------------
                           Charles Ardai, President




                          FIRST USA BANK, N.A.


                          By: /S/ KURT CAMPISANO                     
                               --------------------------------------
                          Kurt Campisano, Senior Vice President



                                       22
<PAGE>


                                    EXHIBIT A

                                      FEES

                  During the term of this Agreement and any renewal terms
thereof, and provided that Company fulfills its obligations hereunder and
continues to provide Impressions as provided in this Agreement, FUSA shall pay
to Company, during the term of this Agreement the following Fees for marketing
and promoting the Program:

         1.       The Company shall be paid a [***] dollar fee (the "Account
                  Fee") for every Account opened or Product purchased for which
                  the application was generated on-line or otherwise (e.g.,
                  dedicated telephone line, customer reference to Company's
                  advertising) by marketing programs conducted through the
                  Company Services during the Term of this Agreement and during
                  any Renewal Term thereof. If FUSA and Company mutually agree
                  to undertake direct marketing and solicitation activities that
                  are not through the Company's Services, then the Parties agree
                  to negotiate in faith the method by which the marketing and
                  solicitation efforts shall be conducted.

         2.       A [***] dollar fee for each existing Account or Product on
                  such Account's or Product's annual anniversary date, unless
                  each such Account has been canceled prior to such anniversary
                  date (the "Renewal Fee").

         3.       Marketing and Promotional Fee: Upon the Effective Date of this
                  Agreement and upon each anniversary of the Commencement Date
                  thereafter (starting with the first anniversary of the
                  Commencement Date), FUSA shall pay to the Company an annual
                  payment of [***] which will be an annual non-refundable
                  guaranteed marketing and promotional production fee as a
                  result of the good will associated with this Program and for
                  use in developing the Ad Bundles (the "Marketing Fee"). The
                  Marketing Fee is due and payable each Contract Year regardless
                  of whether Company has achieved the Subscriber Growth Advance
                  (as defined below) for the previous Contract Year.
                  Notwithstanding the foregoing, the Parties agree that if this
                  Agreement is terminated by either Party during a Contract Year
                  in accordance with Section 10 (a) or by FUSA in accordance
                  with Section 10(i)(v) then, any Marketing Fee paid for the
                  given Contract Year shall be refunded pro rata.
                  Notwithstanding the forgoing, the Parties agree that if the
                  Agreement is terminated during the first [***] months of
                  the Term that Company shall not be obligated to refund any
                  portion of the Marketing Fee paid.

         4.       So long as this Agreement is in effect, FUSA shall pay the
                  Company Yearly advances against earnings that accrue to the
                  Company pursuant to items 1 and 2 above (the "Advance
                  Payment"). FUSA shall pay the Company the Advance Payment in
                  equal quarterly payments (at the start of each quarter)
                  provided that Company is not in material breach of the
                  Agreement:
---------------------------------
[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.

                                       23
<PAGE>

                  The Advance Payments shall be paid as follows:

                          [***] through [***]: Annual payments of [***] via
                          equal quarterly payments of [***], the first quarterly
                          payment to be due upon the Commencement Date and paid
                          thereafter in accordance with the Agreement. Each
                          subsequent quarterly payment shall be due on the
                          first day of the calendar quarter thereafter. To the
                          extent the Account Fees and Renewal Fees earned by
                          Company with respect to a given Contract Year exceed
                          the Advance Payment made with respect to such
                          Contract Year, FUSA shall pay such Account Fees and
                          Renewal Fees to Company within 30 days following the
                          quarter in which such Account Fees and Renewal Fees
                          were earned.

5.                For each of the first [***] Contract Years of the Term, the
                  applicable New Account Goal for each such Contract Year shall
                  be as follows:


                   
                          Contract Year:      New Account Goal*
                          ---------------     -------------------
                                                                    
                          ---------------     -------------------
                          [***]              [***] New Accounts
                          ---------------     -------------------
                          [***]              [***] New Accounts
                          ---------------     -------------------
                          [***]              [***] New Accounts
                          ---------------     -------------------
                          [***]              [***] New Accounts
                          ---------------     -------------------
                          [***]              [***] New Accounts
                          ---------------     -------------------


                  The Account Goals are not cumulative but rather are intended
                  to equal no less than [***] Accounts by the [***] anniversary
                  of this Agreement. Notwithstanding the forgoing, the Parties
                  agree that if a Subscriber Growth Advance is paid pursuant to
                  item 6 below, that the next Contract Years' Account Goal shall
                  increase in proportion to the Subscriber Growth Advance paid.
                  Essentially, the Parties shall look to the Subscriber Growth
                  Advance paid and divide that by [***] which number shall
                  represent the increase to the Account Goals for the given
                  Contract Year. So long as this Agreement remains in effect,
                  FUSA shall pay the Company as an additional advance against
                  Account Fees and Renewal Fees that accrue to the Company
                  pursuant to items 1 and 2, based on the aggregate growth in
                  number of Company Subscribers at the beginning of each new
                  Contract Year under the Agreement from the prior Contract Year
                  (the "Subscriber Growth Advance"). FUSA shall pay to the
                  Company annually in quarterly payments commencing within
                  forty-five (45) days of the beginning of each Contract Year
                  and quarterly thereafter during the applicable Contract Year
                  for the duration of the Initial Term, a Subscriber Growth
                  Advance equal to [***] for each [***] incremental active
                  subscribers that the Company has on the first day of such
                  Contract Year in excess of the "Expected Beginning Subscriber
                  Count" set forth below:*


---------------------------------
[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.

                                       24
<PAGE>



                          Respective           The Total Company Subscribers as of the    
                          Contract Year:       Commencement Date plus the below respective
                                               Contract Year expected Subscriber increase 
                                               (Expected Subscriber Count):               
                          -------------------- --------------------------------------------
                                      
                          [***] [***]          [***]
                          -------------------- --------------------------------------------
                          [***] [***]          [***]
                          -------------------- --------------------------------------------
                          [***] [***]          [***]
                          -------------------- --------------------------------------------
                          [***] [***]          [***]
                          -------------------- --------------------------------------------


                  * The Parties agree that if a Subscriber Growth Advance is
                  paid, Company shall increase the maximum number of Ad Bundles
                  and Impressions as set forth in the Agreement for such
                  Contract Year, in proportion to the Subscriber Growth Advance
                  paid.


---------------------------------
[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.

                                       25
<PAGE>



                                    EXHIBIT B

                               ACTIVATION PREMIUMS
                            TO BE PROVIDED BY COMPANY
                            -------------------------


         Pursuant to this Agreement and during the term of this Agreement,
Company agrees that it will provide Account holders or Account members an
Activation Premium to be determined by mutual agreement of the Parties.

         FUSA agrees to test various activation premiums to be sent to Account
holders or Account members generated as a result of this Program for the purpose
of encouraging the Account holders or Account member to activate their FUSA
Product. FUSA agrees to pay Company up to [***] dollars, per Product holder,
towards the premium (the "Premium Reimbursement").

         Company agrees that it will cooperate with FUSA to test Premium levels
that FUSA may suggest provided that the Company shall not be obligated to bear
any costs associated with such Premiums.

         Following expiration and/or termination of this Agreement for any
reason, Company agrees that it will redeem all Premium benefits which have been
earned by any Account prior to such expiration and/or termination for a period
of time of at least twelve (12) months after expiration and/or termination of
the Agreement or the expiration of the last point, certificate, voucher or such
other vehicle as is designated by the Program and that is earned within this
Program, which ever is earlier, provided FUSA continues to pay Company the
Premium Reimbursement, and provided that the Company is not obligated to bear
any costs associated with providing such Premium Reimbursement.

---------------------------------
[***]    Confidential treatment has been requested for this portion pursuant to
         Rule 406 promulgated under the Securities Act of 1933, as amended.


                                       26
<PAGE>



                                    EXHIBIT C

                                 COMPANY'S MARKS
                                 ---------------




Mark                       USPTO Reg. No. (if Applicable)

                             
"JUNO"                     2,164,956
JUNO & DESIGN              2,165,016
JUNOWEB                    N/A
JUNOGOLD                   N/A



                                  FUSA'S MARKS


<PAGE>



                                    EXHIBIT D

                       FUSA PRODUCTS AND RELATED SERVICES


checking accounts
savings accounts/time deposits
certificates of deposit (CDs)
individual retirement accounts (IRAs)
consumer loans
auto loans
student loans
home mortgages
home equity loans and lines of credit
credit cards and credit card products


                                       28