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Service Agreement - IMGIS Inc. and 2CAN Media

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ADFORCE-TM- SERVICE                                        2CAN MEDIA AGREEMENT

                       ADFORCE SERVICES AGREEMENT

This Agreement (the "Agreement") is entered into between IMGIS, Inc., a
California corporation ("IMGIS"), with offices at 10101 North DeAnza Blvd.,
Suite 210, Cupertino, California 95014 and 2CAN Media, a Delaware corporation
("COMPANY"), with offices at 20700 Ventura Blvd., Woodland Hills, CA 91364.

1.  ADFORCE SERVICE DEFINITION. The AdForce service is an Internet
    advertising administration system that will allow 2CAN Media and its ad
    sales and network clients, defined as Web publishers ("Clients") to
    manage advertising on Client's Web sites or similar on-line services. As
    part of the AdForce service, IMGIS will provide 2CAN Media with the
    AdForce "client" software application ("Application Software"), with
    which 2CAN Media will be able to (a) generate ad tags, (b) schedule
    advertising to run in the online environments in which 2CAN Media places
    those ad tags and (c) generate reports on such advertising. In addition,
    IMGIS will maintain an AdForce server complex from which IMGIS will
    electronically deliver advertising scheduled by 2CAN Media to the online
    environments containing the ad tags placed by 2CAN Media and its
    Clients. The delivery of "Impressions," defined as the transmission of
    advertisements or other content by AdForce, will be verified by monthly
    third-party audits of the AdForce service, conducted by the Audit Bureau
    of Verification Services, Inc. or another third party chosen by IMGIS in
    its sole discretion. The AdForce service includes targeting features as
    listed in Exhibit B. The AdForce service includes a suite of standard
    reports available in the AdForce system and listed in Exhibit B. Features
    added to the AdForce service in the future, including, but not limited
    to, demographic and psychographic targeting; will be considered part of
    the AdForce service covered in this Agreement and may be subject to
    additional fees, which fees will be subject to IMGIS sole discretion.

2.  ADFORCE SERVICE AND SUPPORT. In addition to the functionality described
    in Section 1, IMGIS will provide 2CAN Media with telephone customer
    support from the hours of 6am to 6pm Pacific Time, Monday-Friday,
    excluding major holidays and 7 day a week, 24-hour-a-day access to IMGIS
    technical support via phone and pager. 2CAN Media will be responsible
    for providing support to its Clients and advertisers unless IMGIS is
    providing Platinum Service. IMGIS will provide full-service scheduling of
    2CAN Media's advertising campaigns by IMGIS personnel ("Platinum
    Service"), including manual insertions and campaign modifications for a
    period of sixty (60) days from the execution date of this agreement
    (Platinum Service). Platinum Service will be available to 2CAN Media
    after this initial sixty (60) day period at an additional fee to be

3.  OBLIGATIONS OF 2CAN MEDIA. 2CAN Media agrees to utilize the AdForce
    service as its exclusive ad serving technology. 2CAN Media agrees to
    implement the ad tags on its Clients' sites as described in the AdForce
    User Guide and Help documentation. 2CAN Media also agrees to use best
    commercial efforts to schedule all advertising for 2CAN's Client sites
    or on-line properties on the AdForce service. If 2CAN Media elects to
    have IMGIS process insertion and modification orders on 2CAN Media's
    behalf, 2CAN Media agrees to supply IMGIS with the information necessary
    to schedule and/or modify ad campaigns at least 12 hours in advance of
    campaign initiation. Should the average file size of 2CAN Media's
    advertisements exceed 12 kilobytes, as determined by IMGIS on a monthly
    basis, 2CAN agrees to pay the incremental fee listed in Exhibit A to
    compensate for higher bandwidth costs. 2CAN Media agrees to provide
    IMGIS with non-binding volume forecasts of Impressions to be delivered
    using the AdForce service for the upcoming 12 months on a rolling 30-day
    basis. 2CAN Media agrees to respond favorably to inquiries from the
    press, potential investors, customers and future customers regarding the
    AdForce service, IMGIS and the relationship between parties.
    Additionally, 2CAN Media agrees to participate in, and make inventory
    available to, upcoming AdForce product functionality currently code
    named "Cross Network Buying" which will allow media buyers and other web
    publishers to electronically access available inventory through the
    AdForce service. (release date TBD).

4.  OWNERSHIP / LIMITATIONS ON USE. Subject to the terms and conditions
    of this Agreement, IMGIS hereby grants to 2CAN Media a non-exclusive,
    non-transferable license for the term of this Agreement to use the
    Application Software in connection with the AdForce service. IMGIS shall
    have the sole and exclusive ownership of all right, title and interest
    in and to the Application Software and the AdForce service, any
    enhancements thereto and in any materials provided to 2CAN Media by
    IMGIS. 2CAN Media may not use or authorize the use of the AdForce
    service except with its Clients and advertisers in conjunction with 2CAN
    Media's ad sales business. 2CAN Media may not copy, sell, distribute or
    sublicense the Application Software except as specifically permitted
    under this Agreement. 2CAN Media shall not modify, alter, reverse
    assemble, reverse compile or otherwise attempt by any other method to
    create or derive the source programs of the AdForce service or the
    Application Software, nor authorize or contract with third parties to do
    the same.

5.  DATA. During the course of delivering advertisements to Client Web
    sites and for Client advertisers, the AdForce service collects and
    maintains various information such as information necessary to target
    advertising, including, but not limited to, the user's IP address,
    cookies, browser type and operating system as well as the time, date and
    ad tag of the request (the "Data"). IMGIS will store and maintain this
    data for a period of 60 days. Although IMGIS owns the right to this
    data, IMGIS shall not, during the term of this Agreement, distribute to
    third parties, Data that discloses the traffic volumes, CPM's or
    campaign details specific to the 2CAN Media network, their Clients or
    advertisers. IMGIS will provide 2CAN Media with 24-hour access to data
    on campaign results through reports available through the Application
    Software. IMGIS will provide 2CAN Media monthly downloads of raw data
    relating to

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ADFORCE-TM- SERVICE                                        2CAN MEDIA AGREEMENT

     reports available through the Application Software. IMGIS will provide
     2CAN Media monthly downloads of raw data relating to 2CAN's network,
     Clients and advertisers in a standard format to be agreed upon by 2CAN
     Media and IMGIS for a period of 60 days. After the initial 60 day
     period, should 2CAN Media require IMGIS to provide data downloads, 2CAN
     Media will reimburse IMGIS for the cost of transferring the data on a
     time and material basis at the rate of $225 per hour.

6.   MODIFICATIONS/ENHANCEMENTS. IMGIS will give 2CAN Media access to any
     modifications, upgrades or changes to the Application Software or AdForce
     service that are generally available to other IMGIS customers as soon as
     they become available; provided that any such modifications, upgrades or
     changes will, at the sole discretion of IMGIS, be considered part of the
     AdForce service covered in this Agreement, or be considered part of
     other AdForce services and subject to additional fees. 2CAN Media may
     request that IMGIS makes modifications to the Application Software or
     the AdForce service. IMGIS will consider any such requests in good
     faith, but shall not be obligated to make any requested modification. In
     the event that IMGIS agrees to make a requested modification, IMGIS will
     submit a quote for the cost to complete the modification to 2CAN Media
     on a time and material basis at the rate of $225 per hour. Any
     modifications will be the sole property of IMGIS and, unless
     specifically agreed otherwise, IMGIS may include the modifications in
     the Application Software and AdForce service it provides to other IMGIS

7.   CONFIDENTIALITY. Confidential Information includes: (i) information
     of either party regarding R&D, manufacturing, products, business plans,
     customers, user information, finances, or personnel and other
     information identified as confidential by the party at the time it is
     disclosed; (ii) any information regarding 2CAN Media's specific activity
     levels, pricing, performance or any other data specific to 2CAN Media's
     activity levels; (iii) any 2CAN Media's passwords to AdForce, AdForce
     user guides, the AdForce Application Software, and the AdForce "help"
     documentation, whether on-line or in printed form; and (iv) any account
     information input into the AdForce service by 2CAN Media, such as
     advertiser contact and billing information. Confidential Information of
     either party shall not be used, disclosed or reproduced by the other
     party without the consent of the party providing said information,
     except for any information, data or material which: (a) at the time of
     disclosure to the receiving party was known or in the possession of the
     receiving party; (b) is independently developed by the receiving party;
     (c) is generally available to the public without any breach of this
     Agreement; or (d) is obtained from a third party having the right to
     disclose such information. Each party will disclose the other party's
     Confidential Information only to employees who need to know it to perform
     under this Agreement and who are bound by the terms of this Agreement.
     Each party will return or destroy all copies of the other party's
     Confidential Information when this Agreement is terminated except for
     data resident within the AdForce system.

8.   INDEMNIFICATION. (a) Subject to subsection (b), 2CAN Media shall
     indemnify and hold harmless IMGIS from any liability and damages and
     costs (including reasonable costs and attorney's fees) arising out of or
     relating to advertising placed by 2CAN Media, its Clients and
     advertisers using the AdForce service, including, without limitation,
     content, libel, invasion of privacy, and rights of publicity, provided
     that: (i) IMGIS promptly notifies 2CAN Media of such claims; (ii) 2CAN
     Media has sole control of the defense and settlement of such claims and
     is not responsible for any settlement that it does not approve in
     writing; and (iii) IMGIS renders all reasonable assistance required.
     (b) IMGIS shall indemnify and hold harmless 2CAN Media from any third
     party claims and liabilities for infringement arising out of or relating
     to 2CAN Media's use of the Application Software and the AdForce Service
     pursuant to this Agreement, provided that: (i) 2CAN Media promptly
     notifies IMGIS of such claims; (ii) IMGIS has sole control of the
     defense and settlement of such claims and is not responsible for any
     settlement that it does not approve in writing; and (iii) 2CAN Media
     renders all assistance required. If an injunction is entered against
     2CAN Media's use of the Application Software, IMGIS will, at its option,
     (A) obtain a license permitting such use, (B) modify the Application
     Software to avoid the infringement, or (C) if it cannot reasonably do
     either of the foregoing, terminate 2CAN's license to the Application
     Software and terminate this Agreement.

9.   WARRANTY. 2CAN Media warrants that 2CAN Media is free to enter into
     this Agreement and that this Agreement constitutes the valid and
     binding obligation of 2CAN Media enforceable in accordance with its
     terms. IMGIS represents and warrants that IMGIS is free to enter into
     and perform this Agreement and, except for events beyond IMGIS' control
     including but not limited to Internet access outages and other events
     of force majeure, (a) the AdForce service will materially conform to
     the functionality described in section; (b) IMGIS either owns, has, or
     will otherwise acquire the right (and will, during the term hereof
     maintain such right) to use all hardware and software components of the
     AdForce service and will not infringe on any right or interest
     (intellectual property or otherwise) of any third party.



11.  TERM AND TERMINATION. The initial term of this Agreement will be
     eighteen (18) months and shall commence on the Effective Date indicated
     below. Either party may terminate the Agreement if the other party fails
     to perform any of its obligations in any material respect, and such
     failure continues for a period of thirty (30) days after receipt by the
     breaching party of written notice from the non-breaching party
     specifying such default. Either party may terminate this Agreement in
     the event that the other party ceases to do

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ADFORCE-TM- SERVICE                                        2CAN MEDIA AGREEMENT

     business, undergoes a bankruptcy or insolvency proceeding, or an
     assignment for the benefit of creditors. Upon the expiration or
     termination of the Agreement for any reason, the parties will return all
     Confidential Information of the other party in their possession. All
     accrued payment obligations of 2CAN shall survive expiration or
     termination of the Agreement, as shall the parties' rights and
     obligations under Sections 4 through 10, as well as sections 13 and 15.
12.  ASSIGNMENT. This Agreement is not assignable or transferable by
     either party without the prior written consent of the other party,
     except that a party may assign the Agreement to any entity: (a)
     controlling that party; (b) controlled by, under common control with, or
     acquiring a controlling financial interest in that party, or in which
     that party acquires a controlling financial interest (provided such
     assignee assumes the assignor's obligations under this Agreement and
     provided further that assignor remains liable to the other party
     following such assignment); or (c) acquiring substantially all of
     assignor's assets (provided such assignee assumes assignor's obligations
     under this Agreement), where "control" in the foregoing shall mean
     ownership of fifty percent (50%) or more of the voting stock of the
     entity or (d) by operation of law.

13.  PAYMENT TERMS. 2CAN shall pay to IMGIS the dollar amounts determined
     from the pricing schedule set forth in Exhibit A for all fees incurred
     by 2CAN, its Clients' and advertiser's use of the AdForce service,
     within 15 days. 2CAN shall pay IMGIS for its use and its Clients' and
     advertiser's use of the AdForce service, regardless of whether
     2CAN has received reimbursement from its Clients and
     advertisers for such charges. All payments to IMGIS shall be remitted in
     U.S. Dollars. Fees for the AdForce service are subject to change at the
     expiration of the initial term and upon renewal of this Agreement.

14.  GENERAL. This Agreement is the complete and exclusive statement of
     the mutual understanding of the parties and supersedes and cancels all
     previous written and oral agreements and communications relating to the
     subject matter of this Agreement. No failure or delay in exercising any
     right hereunder will operate as a waiver thereof, nor will any partial
     exercise of any right or power hereunder preclude further exercise. Any
     waivers or amendments shall be effective only if made in writing. If
     any provision of this Agreement shall be adjudged by any court of
     competent jurisdiction to be unenforceable or invalid, that provision
     shall be limited or eliminated to the minimum extent necessary so that
     this Agreement shall otherwise remain in full force and effect and
     enforceable. This Agreement shall be governed by the law of the State of
     California without regard to the conflicts of law provisions thereof.
     The prevailing party in any action to enforce this Agreement will be
     entitled to recover its attorney's fees and costs in connection with such
     action. Nothing contained herein shall be construed as establishing a
     partnership, joint venture, employment or other business relationship
     between the parties hereto other than that of independent contractors.
     This Agreement may be executed in counterparts.

IN WITNESS WHEREOF, the parties have executed this Agreement as of:  8/25/98 
(Effective Date)                                                   -----------

By:       /s/ [illegible]                 Accepted: /s/ Charles W. Berger
           -----------------------------           ----------------------------
Print Name:   [illegible]                 Name:    Charles W. Berger
           -----------------------------           ----------------------------
Title:     President & CEO                Title:   Chairman & CEO
           -----------------------------           ----------------------------
2CAN Media: (2CAN)                        IMGIS, Inc. (IMGIS)

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ADFORCE-TM- SERVICE                                        2CAN MEDIA AGREEMENT

                                  SCHEDULE A

  Pricing for the AdForce basic service for 2CAN Media will be as shown below:

--------------                              ----------------------------------
<S>                                         <C>
< 300 million                               $0.55
300 million                                 $0.35
400 million                                 $0.32
500 million                                 $0.29
750 million +                               $0.27
1 billion +                                 $0.25

-  IMGIS agrees that pricing for AdForce services for 2CAN Media will be
   at most favored nation ("MFN") pricing as it relates to any
   organizations who are exclusively in the business of ad sales and
   delivering similar volumes on similar terms to 2CAN Media. Pricing to
   America On-Lie and its affiliates are specifically excluded.

-  Pricing is based on average ad size of 12K bytes. An additional $0.01 per
   thousand will be added for each 1K bytes average ad size exceeds 12K bytes.

-  Custom Reports can be designed for an extra charge.

-  On-site training is available on request for $750 per day, per trainer
   plus expenses.

-  Pricing for advanced features such as demographic and psychographic
   targeting will be negotiated as those features become available. Such
   pricing shall be offered to 2CAN Media on a MFN basis when compared to
   other organizations who's primary business is on-line media sales under
   similar terms and volumes. The only exception to this will be America
   On-Line and its affiliates.

-  IMGIS' client service personnel will manually input new campaigns for
   a sixty (60) day period from the execution of this agreement at no
   additional charge (Platinum Service). Additionally, IMGIS agrees to
   assign a dedicated Client Services representative to work with 2CAN
   Media. This person will be based in IMGIS' Costa Mesa office, but will
   be available from time to time to go on site at 2CAN's South Coast
   offices. This service will be available after the initial sixty (60) day
   period at a fee to be agreed by the parties.

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ADFORCE-TM- SERVICE                                        2CAN MEDIA AGREEMENT

                                 SCHEDULE B

   All levels of the AdForce service include targeting on the following
   parameters, when AdForce databases allow the parameter to be resolved:

-  BROWSER TYPE - Different campaigns can be delivered to visitors with
   different browsers.

-  OPERATING SYSTEM - Different campaigns can be delivered to visitors
   with different operating systems.

-  DOMAIN TYPE - Different campaigns can be delivered to visitors from
   different domains (i.e., com or edu)

-  SERVICE PROVIDER - Different campaigns can be delivered to visitors
   with different Internet service providers.

-  TELEPHONE AREA CODE - Different campaigns can be delivered to visitors
   in different area codes.

-  SIC CODE - Different campaigns can be delivered to visitors working
   for companies with different SIC codes.

-  COUNTRY - Different campaigns can be delivered to visitors from
   different countries.

-  FREQUENCY - An advertisement can be shown no more than a specified
   number of times to each visitor.

-  SEQUENCE - A series of advertisements can be shown in sequence to a

-  KEYWORDS - Advertisements can be targeted on the basis of a word or phrase
   typed by a visitor.

-  SITE DATA - Ads can be targeted on the basis of data in a site's
   database (i.e., with registered users)

-  DAY / DATE / TIME OF DAY - Ads can be scheduled to run during specific
   times and on specific days.

-  CONTENT AREA - Ads can be targeted to a specific area of a site.

There may be additional charges for additional targeting parameters added in
the future, as well as for customization of the targeting algorithms for
keywords and site data--pricing for these services to be determined.

The following reports are currently available with all levels of the AdForce

<S>                            <C>                              <C>
Daily Campaign Details         Activity by Advertiser           Campaign On-line Summary
Daily Campaign Summary         Activity by Area Code            Summary by Area Code
Monthly Billing Report         Activity by Browser              Summary by Banner
Sumary by Advertiser           Activity by Content Unit         Summary by Browser
Summary by Area Code           Activity by Country              Summary by Category
Summary by Browser             Activity by Date                 Summary by Country
Summary by Category            Activity by Domain               Summary by Date
Summary by Country             Activity by Keyword              Summary by Domain
Summary by Date                Activity by Hour                 Summary by Hour
Summary by Domain              Activity by Operating System     Summary by Operating System
Summary by Hour                Activity by Pay Type             Summary by Service Provider
Summary by Operating System    Activity by Service Provider     Summary by SIC Code
Summary by Payment Type        Activity by SIC Code             Summary by Website
Summary by Service Provider    Website Revenue                  Campaign Summary
Summary by SIC Code                                             Monthly Billing Report
Summary by Website

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ADFORCE-TM- SERVICE                                        2CAN MEDIA AGREEMENT



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