Advertising Procurement

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT

PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED



PROCUREMENT AND TRAFFICKING AGREEMENT





Company: DIGITAL EQUIPMENT CORPORATION TOGETHER WITH ITS WHOLLY-OWNED AND MAJORITY-OWNED SUBSIDIARIES AND AFFILIATES ("COMPANY")



Address: MSO 2-3 111 POWDERMILL RD. MAYNARD, MA 01754



Web Site URL: altavista.digital.com



This Agreement when executed by the above named company ("Company"), and DoubleClick Inc. ("DoubleClick"), will constitute a valid and binding agreement between Company and DoubleClick according to the specific terms an d conditions set forth below and those terms and conditions set forth in (i) the Standard Terms and Conditions, (ii) Appendix 1, (iii) Appendix 2 and (iv) Appendix 3 attached hereto. All terms not otherwise defined below shall be as defined in the Standar d Terms and Conditions.



I. DESCRIPTION OF SERVICES



A. DoubleClick hereby agrees to link Pages to the Service and through

such Service, DoubleClick shall deliver Advertisers' Banners to users

accessing Pages. The selection and the delivery of Banners through the

Service to users accessing Pages will be in accordance with the

Placement Algorithm set forth in Appendix 1 hereto, and schedules and

specifications which may be made a part of this Agreement by the

written consent of the parties hereto; provided, however that the

delivery of Banners (the "December Delivery Banners") by DoubleClick

for the period commencing on December 18, 1996 and continuing through

December 31, 1996 (the "December Delivery Period") shall be in

accordance with the terms and conditions of Section VI of this

Agreement and the Placement Algorithm set forth in Appendix 1 hereto

shall not apply to the delivery of the December Banners. DoubleClick

and Company shall mutually agree upon the number and type of Pages to

be linked to the Service.



B. During the first six (6) months of the Term (as defined below), the

Company shall not place, or permit the placement or delivery of, any

Banners or third party advertising on any pages of the Web Site

(including, without limitation, the Pages and those pages which are

not linked to the Service) except through DoubleClick which shall be

the Company's sole and exclusive representative for the placement and

delivery of all Banners and other advertising on the pages of the Web

Site. Thereafter, the Company shall not place, or permit the placement

or delivery of, any Banners or third party advertising on any Pages

except through DoubleClick which shall be the Company's sole and

exclusive representative for the placement and delivery of all Banners

and other advertising on the Pages; provided, however, that if Company

intends to engage a third party to sell or place banners on said







non-linked pages after the first six (6) months of the Term, Company

shall provide DoubleClick with sixty (60) days notice, notifying

DoubleClick of Company's intention to do place or deliver Banner to

the non-linked pages.



II. TERM



The term (the "Term") of this Agreement shall commence on December 16,

1996 and shall continue for two (2) years thereafter, except that

either party may earlier terminate this Agreement for any reason after

that date which is six (6) months following the effective date hereof

on not less than ninety (90) days prior written notice to the other



III. COMPENSATION/PAYMENT



A. In full consideration of the Company providing the use of the Spot,

DoubleClick shall pay Company, and Company agrees to accept, *

of the Net Revenues generated on Banners which are delivered

through the Service to Pages after the December Delivery

Period and DoubleClick shall retain * of said Net Revenues;

provided, however, if the Earned Revenues generated on Banners

which are delivered through the Service to Pages after the

December Delivery Period do not meet minimum calendar quarterly goals

which are mutually agreed upon by Company and DoubleClick (the

"Quarterly Goals"), then DoubleClick shall pay Company, and Company

agrees to accept, * of the Net Revenues generated on Banners

which are delivered through the Service to Pages for the

succeeding calendar quarter and DoubleClick shall retain *

of said Net Revenues for the succeeding calendar quarter.

The parties expressly acknowledge and agree that the

Quarterly Goals for 1997 shall be * for the first quarter of

1997; * for the second quarter of 1997; * for the

third quarter of 1997; and * for the fourth quarter of

1997. Notwithstanding DoubleClick's failure to achieve the

Quarterly Goals, commencing with the third calendar quarter of 1997,

DoubleClick and Company shall reasonably determine whether Company is

among the top * Internet Search Engines in terms of gross

advertising revenue earned by such Internet Search Engines from the

placement of Banners on said Internet Search Engines for each calendar

quarter and if Company is among the top * Internet Search

Engines for said calendar quarter, then DoubleClick shall pay

Company, and Company agrees to accept, * of the Net Revenues

generated on Banners which are delivered through the Service to Pages

for the succeeding calendar quarter and DoubleClick shall retain

* of said Net Revenues for the succeeding calendar quarter.

DoubleClick anticipates that the majority of Net Revenues derived from

the delivery of Banners through the Service to Pages is



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





generated from the delivery of Banners based on Keywords. Company

acknowledges that except as otherwise provided in this Agreement,

Company shall not be entitled to any additional compensation in

connection with the performance of its obligations hereunder.



B. DoubleClick shall pay Company on or about the third business day of

each month for all Net Revenues collected in the prior month from

Advertisers whose Banners are delivered to Pages.



C. Company shall be solely responsible for any costs or expenses it

incurs in connection with the Service or performance of its

obligations under this Agreement including, without limitation,

expenses associated with any HTML programming and linking Pages to the



D. Notwithstanding anything to the contrary contained herein, in the

event Company terminates this Agreement in accordance with Section II

above and DoubleClick, prior to said termination, has entered into

agreements with Advertisers ("Advertiser Contracts") for the delivery

of Banners to the Pages, the duration of which Advertiser Contracts

extend beyond the date on which this Agreement has been terminated by

Company, DoubleClick shall be entitled to * of the revenues

derived from the continued delivery of said Banners by Company or

any party other than DoubleClick.



E. If Company requests DoubleClick to deliver banners from advertisers

which were secured by Company or a third party to any Web Site pages

not linked to the Service, DoubleClick's compensation for such

delivery shall be negotiated in good faith by the parties hereto.

DoubleClick expressly agrees that it shall deliver Company Partner

Banners pursuant to this Section III.E. in accordance with the terms

set forth in Appendix 1 hereto.



IV. COMPANY OBLIGATIONS AND RIGHTS



A. Company agrees to effect all necessary HTML programming with respect

to the Web Site and Pages in accordance with the HTML Modifications

(the "HTML Modifications") to be designated by DoubleClick.



B. Spots must be within the first screen of a Page and otherwise conform

to the HTML Modifications unless otherwise agreed upon by Company and



C. Company agrees to place a link on the Web Site's home page to

DoubleClick's web site for potential advertisers to learn how they can

place advertising on the Web Site.



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





D. Company agrees that DoubleClick has no responsibility to review the

contents of Pages or the Web Site.



E. Company shall have the right at any time to notify DoubleClick that it

disapproves of a Banner which is then currently being delivered by

DoubleClick to the Web Site and that such Banner should no longer be

delivered to the Web Site. Provided that such notification is given

by Company on a business day, DoubleClick shall remove said Banner

within three (3) hours of such notification. If the notification is

given on a non-business day, DoubleClick shall remove said Banner

within three (3) hours following the start of business on the next

business day following such notification.



V. DOUBLECLICK OBLIGATIONS AND RIGHTS



A. DoubleClick shall have the right to refuse to include in the Service,

or remove from the Service, any Pages (including its contents) that

DoubleClick determines do not meet the standards of the Service or

which do not comply with the HTML Modifications, as DoubleClick deems

reasonable and necessary in its sole good faith discretion, or in the

event of any material change in the nature of the Web Site or the Page

from that set forth in Company's application. DoubleClick shall give

Company notice of any such removal of Pages, except where DoubleClick

reasonably believes that the failure to remove such Pages will result

in harm or damage to DoubleClick or the Service.



B. Company acknowledges and agrees that promotion of the Service is

critical to enhance usage by Advertisers and in connection therewith

Company agrees that (i) DoubleClick shall have the right to use

Company's Alta Vista tradenames and logos ("Company Marks") in

accordance with Section V.K. and Pages in advertising and promoting

the Service in any media now or hereafter known and (ii) Company

shall, upon DoubleClick's reasonable request, supply DoubleClick with

a reasonable amount of Company's promotional materials so as to

facilitate DoubleClick's sales efforts to prospective Advertisers.

The parties acknowledge and agree that DoubleClick shall not be

required to obtain Company's permission prior to the use of Company's

Marks in advertising and promoting the Service; provided, however,

that DoubleClick shall at all times comply with the guidelines set

forth by Company pertaining to the use of Company's name, trademarks

or logos, which guidelines are set forth in Appendix 3 hereto. If

DoubleClick fails to comply with said guidelines, Company shall so

notify DoubleClick and DoubleClick shall within a reasonable period of

time thereafter prospectively conform such use to Company's standards.

If DoubleClick fails to conform such use, Company shall have the right

to suspend DoubleClick's non-conforming use of the Company Marks.







C. DoubleClick agrees to actively promote the Web Site to the advertising

community. Seminars, sales materials, trade materials, print and

online advertising, conferences, and sales presentation materials are

among the means by which DoubleClick shall promote the Web Site.

DoubleClick further agrees to promote Company both as part of the

network of web sites linked to the Service and as a premium web site

using collateral materials and a rate card customized to Company and

the Web Site.



D. DoubleClick shall have the right to use for DoubleClick's own internal

use in connection with the Service or for use in connection with

potential Advertisers on the Service, information concerning Pages,

Impressions and users accessing Pages obtained through the Service,

provided DoubleClick does not reproduce any Pages without Company's

prior consent and DoubleClick shall not disclose to any third party

any such information specifically pertaining to such users. Except as

expressly provided herein, DoubleClick shall not disclose any other

statistical data regarding Company or the Web Site to any third party

without the written permission of Company. Except as expressly

provided above, all of the foregoing information shall be maintained

in confidence by DoubleClick in accordance with Section 5 of the

Standard Terms and Conditions attached hereto.



E. DoubleClick will make site reports available to Company through

DoubleClick's web site (www.doubleclick.net) listing the number of

Impressions and click-over rates by Page.



F. DoubleClick and Company shall mutually determine the rate card charged

to Advertisers for delivery of Banners to be delivered solely to

Page(s) of the Web Site (except with respect to the December Banners)

and any general discounting strategies relating thereto. DoubleClick

shall not enter into an Advertiser Contract with an Advertiser for the

delivery of Banners to (i) the Page(s) of the Web Site and (ii) the

Page(s) of at least one other web site which is linked to the Service

without Company's permission and if Company so consents, DoubleClick

shall determine the rate card (and any applicable discount) charged to

said Advertiser for delivery of said Banners. It is understood that

the rate charged for specific buys made by an Advertiser will not be

reviewed with Company. Notwithstanding anything to the contrary

contained herein, DoubleClick shall have the right, in its sole

discretion, to provide Advertisers with bonus and/or make-good

Impressions free of charge.



G. DoubleClick shall procure Banners for delivery to the Web Site.



H. DoubleClick agrees that the Service shall perform in accordance with

the Technical Specifications set forth in Appendix 2, attached hereto

and that Company shall have the right to perform the Technical

Specifications Test in Appendix 2.







I. DoubleClick, for its own internal purposes, shall have a financial

audit of (i) its books and records and (ii) its "Ad Management System"

undertaken by KPMG or another "Big Six" accounting firm on an annual

basis during the Term hereof.



J. DoubleClick shall keep accurate records and accounts in accordance

with standard business practices in the on-line industry and generally

accepted accounting principles. Such records shall include, but are

not limited to, the information relevant to the payment, and the

calculations for such payments, to be made in accordance with Section

III of this Agreement. DoubleClick agrees that an independent

certified public accountant shall, no more than three times per year,

until the expiration of one year after final payment under this

Agreement, have access to and the right, upon prior reasonable notice,

to examine at DoubleClick's principal place of business during regular

working hours any books, documents, papers, records or accounts of

DoubleClick relating to the delivery of Banners pursuant to this

Agreement and to the determination and calculation of the payments to

be made to Company. Company agrees to maintain all information

obtained during such examinations in confidence and to cause its duly

authorized representatives to do so as well. Audits shall be at the

expense of Company, unless an underpayment exceeding five percent (5%)

of the amount paid for the period covered by the inspection is
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