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Procurement and Trafficking Agreement [Amendment No. 1] - Digital Equipment Co. and DoubleClick Inc.

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                                   AMENDMENT NO. 1
                               DATED DECEMBER 16, 1996

Effective immediately DoubleClick will be Alta Vista's exclusive representative
(except as outlined below) for the sale and placement of banner advertising on
the Digital Web site (WWW.ALTAVISTA.DIGITAL.COM).  The exception would be when
Digital has an agreement with another company that provides content for certain
co-branded pages that are liked to the Digital web site.

The term of the agreement will be extended to three years from the commencement
date (December 16, 1996), with the same provisions for early termination by
either party for any reason after six (6) months from the effective date of this
amendment or not less than ninety (90) days prior written notice to the other
party.  The agreement shall be assumed by, and be binding upon, all successors
and assigns upon a Change in Control of Digital Equipment Corporation or the
Alta Vista web site or search engine ("Alta Vista").  The term "Change in
Control" shall mean any change in control by way of merger, consolidation,
reorganization, restructuring or the acquisition of all or substantially all of
the assets of Digital or Alta Vista or the sale or other transfer or disposition
of a majority of the equity of Digital or Alta Vista.

DoubleClick shall pay Digital, and Digital agrees to accept,  *  of the Net
Revenues generated on advertising banners delivered during the remaining term of
this agreement and DoubleClick shall retain  *  of the Net Revenues.

FOR: Digital Equipment Corporation           FOR:  DoubleClick Inc.

By:  /s/ Robert E. Hult                      By:  /s/ Kevin P. Ryan
    -------------------                          ------------------
     (Authorized Signatory)                       (Authorized Signatory)

Name:   Robert E. Hult                       Name:   Kevin Ryan   
      ----------------                             ----------------

Title:  V.P. & General Manager               Title:  President        
       -----------------------                      -------------------

Date:  7/JAN/98                              Date:  7/JAN/98
      ---------                                    ---------

*    Represents material which has been redacted pursuant to a request for
     confidential treatment pursuant to Rule 406 under the Securities Act of
     1933, as amended.