REAL MEDIA INC, S-1, 2000-02-08

REAL MEDIA INC
S-1, 2000-02-08

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 2000.

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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REAL MEDIA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 7310 13-3871342
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

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260 FIFTH AVENUE
NEW YORK, NY 10001
(212) 725-4537
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

CHRISTOPHER D. NEIMETH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
REAL MEDIA, INC.
260 FIFTH AVENUE
NEW YORK, NY 10001
(212) 725-4537
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
------------------------

WITH COPIES TO:

<TABLE>
<S> <C>
GIL C. TILY, ESQ. ANDREW R. KELLER, ESQ.
DECHERT PRICE & RHOADS SIMPSON THACHER & BARTLETT
4000 BELL ATLANTIC TOWER 425 LEXINGTON AVENUE
1717 ARCH STREET NEW YORK, NY 10017
PHILADELPHIA, PA 19103 (212) 455-2000
(215) 994-4000
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
- ---------------

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ---------------

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
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PROPOSED
TITLE OF EACH CLASS OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, par value $.001 per share............ $75,000,000 $19,800
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o).
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED FEBRUARY 8, 2000

[REALMEDIA LOGO]

REAL MEDIA, INC.

Common Stock

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

Prior to this offering, there has been no public market for our common
stock. The initial public offering price of the common stock is expected to be
between $ and $ per share. We will apply to list our common stock on the
Nasdaq Stock Market's National Market and on the SWX New Market of the SWX Swiss
Exchange under the symbol "RLMD."

The underwriters have an option to purchase a maximum of
additional shares to cover over-allotments of shares.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 5.

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS REAL MEDIA, INC.
------------------- ------------------- -------------------
<S> <C> <C> <C>
Per Share................................ $ $ $
Total.................................... $ $ $
</TABLE>

Delivery of the shares of common stock will be made on or about
, .

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

CREDIT SUISSE FIRST BOSTON BANC OF AMERICA SECURITIES LLC

LAZARD FRERES & CO. LLC

The date of this prospectus is , .
<PAGE> 3

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TABLE OF CONTENTS

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PAGE
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<S> <C>
PROSPECTUS SUMMARY...................... 1
RISK FACTORS............................ 5
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS............................ 16
USE OF PROCEEDS......................... 16
DIVIDEND POLICY......................... 16
CAPITALIZATION.......................... 17
DILUTION................................ 18
SELECTED FINANCIAL INFORMATION OF REAL
MEDIA, INC. .......................... 19
SELECTED COMBINED FINANCIAL INFORMATION
OF REAL MEDIA EUROPE.................. 20
UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL INFORMATION................. 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS............................ 26
BUSINESS................................ 36
MANAGEMENT.............................. 52
</TABLE>

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PAGE
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<S> <C>
RELATED PARTY TRANSACTIONS.............. 59
PRINCIPAL STOCKHOLDERS.................. 64
DESCRIPTION OF CAPITAL STOCK............ 66
SHARES ELIGIBLE FOR FUTURE SALE......... 69
PRINCIPAL TAX CONSEQUENCES TO NON-U.S.
HOLDERS............................... 71
UNDERWRITING............................ 75
NOTICE TO CANADIAN RESIDENTS............ 78
LEGAL MATTERS........................... 79
EXPERTS................................. 79
WHERE YOU CAN FIND MORE INFORMATION..... 79
TRANSFER OF SHARES ON THE SWX
SWISS EXCHANGE........................ 80
NOTICE TO HOLDERS OF SHARES TRADED ON
THE SWX NEW MARKET OF THE SWX SWISS
EXCHANGE.............................. 81
INDEX TO FINANCIAL STATEMENTS........... F-1
</TABLE>

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

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
------------------

Prior to the completion of the business combination described in this
prospectus, Real Media's business has been conducted by Real Media, Inc. in
North America, Latin America and Africa, and by a group of affiliated companies
in Europe. These European companies are owned by PubliGroupe S.A., one of our
principal stockholders. We refer to these European companies as "Real Media
Europe." Following the completion of the business combination described in this
prospectus, Real Media, Inc. will own 100% of the businesses of Real Media
Europe, except that Real Media, Inc. will own a 49% interest in Real Media S.A.
in Switzerland. PubliGroupe will own the remaining 51% interest in Real Media
S.A. Therefore, unless otherwise indicated, "Real Media" and "we," "us," "our,"
and similar terms refer to Real Media, Inc., Real Media Europe and other recent
acquisitions collectively and, subsequent to their formation or acquisition,
their subsidiaries.
------------------

DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL , (25 DAYS AFTER THE COMMENCEMENT OF THIS OFFERING),
ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
<PAGE> 4

[This page intentionally left blank]
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PROSPECTUS SUMMARY

This summary is not complete and may not contain all of the information
that may be important to you. You should read the entire prospectus carefully,
including the financial information and related notes, before making an
investment decision. Except as otherwise indicated, information in this
prospectus assumes that the underwriters do not exercise their over-allotment
option.

REAL MEDIA

Real Media provides comprehensive Internet advertising solutions for web
sites and advertisers throughout the world. Our solutions, which emphasize the
value of web site brands and user information, enable sites to maximize revenue
from Internet advertising. We focus on developing relationships with leading web
sites worldwide that have strong brands in their national or local markets.
These relationships allow us to offer advertisers opportunities to reach large,
targeted audiences in environments that stimulate user trust and loyalty.

Our comprehensive solutions consist of three complementary components:

The Real Media Network. We provide brand-focused ad sales representation
to a global network of over 1,000 web sites. We organize our network into
national and regional portfolios of selected sites in several categories,
including portals, general interest sites and vertical content sites.
Advertisers purchase ad space through standard network campaigns that use web
sites grouped into specific interest or geographic categories, and through
customized campaigns that use individually selected sites. Customized campaigns
may be event-related, involve sponsorships or combine the use of online and
offline advertising.

Open AdStream(TM) (OAS). Our proprietary ad management software provides
web sites with the technology infrastructure to manage all aspects of targeted
ad campaigns, including campaign planning, delivery, measurement and reporting,
and allows them to manage sales relationships with advertisers and ad agencies.
OAS enables web sites to collect information resulting from user interaction
with site content and advertisements and retain exclusive ownership over this
data. Currently, over 700 web sites worldwide use OAS. Our top 25 web sites use
OAS to serve over six billion advertisements per month.

Media and Marketing Services. We offer a suite of media and marketing
services to web sites that include user base analysis and profiling tools, as
well as consulting and other services.

We currently provide our products and services to over 1,400 web sites in
40 countries, including key operations in the United States (founded May 1995),
Switzerland (February 1996), Germany (October 1997), the United Kingdom (October
1997) and France (January 1998). Our clients include web sites of:

<TABLE>
<CAPTION>
EUROPE NORTH AMERICA LATIN AMERICA ASIA/PACIFIC AFRICA
------ ------------- ------------- ------------ ------
<S> <C> <C> <C> <C>
Excite@Home The New York Times Universo Online (UOL) Lycos Times Media
The Times Eudora Infosel South China Morning Post iAfrica
Suddeutsche Zeitung The Weather Channel El Tiempo Apple Daily Independent Online
Blue Window Bloomberg O Globo Pacific Internet SABC
Bonjour Playboy El Mercurio Netvigator Mweb
</TABLE>

In the online world, as in the offline world, strong brands attract loyal
audiences. We believe that this loyalty allows branded web sites to charge
higher rates for their advertising space, as audiences are more likely to act
upon ad messages on these sites. As the number of web sites worldwide continues
to grow, we believe that branded sites will become increasingly attractive to
advertisers. Over 900 advertisers throughout the world have used our network,
including British Telecom, Ford Motor Company, IBM, Intel, Microsoft, Swisscom
and UBS.

Our objective is to be the leading global provider of comprehensive
Internet advertising solutions to web sites with strong brand identities. We
will continue to focus on providing branded web sites with products and services
that help them maximize revenue from Internet advertising by emphasizing the
value of their brands and user information. In executing our strategy, we intend
to actively promote our brand-focused approach to both web sites and
advertisers.

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The key elements of our strategy are to:

- expand operations in existing global markets and extend into new markets;

- add selected sites to our portfolios;

- enhance and extend OAS capabilities;

- further develop media and marketing services;

- continue to develop cross-media platforms for our products and services;
and

- pursue selected acquisitions and joint ventures.

OUR RELATIONSHIP WITH PUBLIGROUPE

We maintain a strong strategic relationship with our principal stockholder,
PubliGroupe S.A., a leading seller of print advertising throughout the world,
with approximately $1.5 billion in revenue in 1998 and a 100-year history of
media representation. As we expand globally, we intend to continue to take
advantage of PubliGroupe's relationships with publishers, media buyers and
advertisers, and its extensive infrastructure in and operating knowledge of
local markets worldwide. Our relationship with PubliGroupe also provides
cross-promotional marketing opportunities, such as jointly planned and executed
ad campaigns that use both print and online media.

PubliGroupe currently owns the businesses that compose Real Media Europe.
On February 8, 2000, we finalized a stock purchase agreement with PubliGroupe,
under which PubliGroupe will transfer to Real Media, Inc. all of PubliGroupe's
Internet advertising operations in Europe and Asia, except for a part of its
Internet advertising operation in Switzerland. Immediately after this offering,
PubliGroupe will own approximately % of the issued and outstanding common
stock of Real Media, Inc. See "Related Party Transactions -- Business
Combination with Real Media Europe."

RECENT DEVELOPMENTS

In January 2000, we acquired a South African company to which we previously
licensed our technology and which has been selling our products and services in
South Africa. We also acquired a 25% interest in an Australian Internet
advertising company, and we have an option to increase our ownership to 51%.

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

Our principal executive offices are located at 260 Fifth Avenue, New York,
NY 10001, and our telephone number at that location is (212) 725-4537. We
maintain a web site at www.realmedia.com. The information on our web site is not
part of this prospectus.

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THE OFFERING

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<S> <C>
Common stock offered......................... shares
Common stock to be outstanding after this
offering................................... shares
Use of proceeds.............................. For general corporate purposes and to repay
loans from our principal stockholders.
Nasdaq National Market and SWX New Market
symbol..................................... RLMD
</TABLE>

The information in the above table excludes:

- 1,495,206 shares subject to outstanding stock options at a weighted
average exercise price of $4.11 as of December 31, 1999; and

- 99,938 shares issuable upon exercise of unissued stock options under our
1999 employee stock option plan as of December 31, 1999.

3
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SUMMARY CONDENSED AND PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

The following table presents summary condensed and pro forma combined
condensed financial information with respect to Real Media and has been derived
from (1) the audited financial statements of Real Media, Inc. for the three-year
period ended December 31, 1998 and the nine-month period ended September 30,
1999, and the unaudited financial statements of Real Media, Inc. for the nine
months ended September 30, 1998 included elsewhere in this prospectus, and (2)
the unaudited pro forma combined condensed financial statements of Real Media
included elsewhere in this prospectus that give effect to the business
combination of Real Media, Inc. and Real Media Europe to be completed before the
completion of this offering. The information set forth below should be read in
conjunction with "Unaudited Pro Forma Combined Condensed Financial Information,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," the financial statements of Real Media, Inc. and the notes thereto
and the combined financial statements of Real Media Europe and the notes
thereto, included elsewhere in this prospectus. Pro forma information assumes
the completion of the business combination of Real Media, Inc. and Real Media
Europe as of January 1, 1998. The weighted average shares outstanding used to
calculate pro forma net loss per share assumes the issuance of 16,126,525 shares
of Real Media's common stock and 450,000 shares of Real Media's common stock
issuable upon the conversion of Real Media's Series A Convertible Preferred
Stock, which will be issued in connection with the business combination, as if
such shares were outstanding from the beginning of the periods presented. Pro
forma as adjusted information assumes the completion of the business combination
and the completion of this offering as of September 30, 1999, assuming the sale
of shares of our common stock at an assumed initial public offering
price of $
per share (the midpoint of the range of initial public offering prices set forth
on the cover page of this prospectus), after deducting the underwriting
discounts and estimated offering expenses, and the application of the net
proceeds of this offering.

<TABLE>
<CAPTION>
ACTUAL PRO FORMA ACTUAL PRO FORMA
------------------------------------ ------------ ------------------------ -------------
NINE MONTHS
ENDED NINE MONTHS
YEAR ENDED DECEMBER 31, YEAR ENDED SEPTEMBER 30, ENDED
------------------------------------ DECEMBER 31, ------------------------ SEPTEMBER 30,
1996 1997 1998 1998 1998 1999 1999
---------- ---------- ---------- ------------ ----------- ---------- -------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
INFORMATION:
Revenue........................ $ 93 $ 553 $ 2,103 $ 7,462 $ 1,420 $ 4,819 $ 13,905
Cost of revenue................ 72 335 868 4,475 650 1,862 8,535
---------- ---------- ---------- ----------- ---------- ---------- -----------
Gross profit................... 21 218 1,235 2,987 770 2,957 5,370
Operating expenses............. 491 1,997 3,389 7,106 2,047 6,951 11,699
Amortization of goodwill and
intangibles.................. -- -- -- 28,184 -- -- 21,138
---------- ---------- ---------- ----------- ---------- ---------- -----------
Loss from operations........... (470) (1,779) (2,154) (32,303) (1,277) (3,994) (27,467)
========== ========== ========== =========== ========== ========== ===========
Net loss....................... $ (476) $ (1,797) $ (2,116) $ (32,320) $ (1,256) $ (3,982) $ (27,581)
========== ========== ========== =========== ========== ========== ===========
Net loss per share:
Basic and diluted............ $ (0.35) $ (0.30) $ (0.27) $ (1.32) $ (0.16) $ (0.43) $ (1.07)
========== ========== ========== =========== ========== ========== ===========
Weighted average shares
outstanding:
Basic and diluted............ 1,356,493 5,968,767 7,849,253 24,425,778 7,658,212 9,227,267 25,803,792
========== ========== ========== =========== ========== ========== ===========
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1999
------------------------------------
PRO PRO FORMA
ACTUAL FORMA AS ADJUSTED
------ ----------- -----------
(UNAUDITED) (UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET INFORMATION:
Cash and cash equivalents................................... $ 374 $ 10,108 $
Total assets................................................ 4,142 102,915
Total long-term debt........................................ -- 53
Total stockholders' equity (deficiency)..................... (351) 95,461
</TABLE>

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RISK FACTORS

Investing in our common stock will provide you with an equity ownership
position in Real Media. As one of our stockholders, your investment will be
subject to risks inherent in our business. The price of our common stock may
decline. You should carefully consider the following factors as well as other
information contained in this prospectus before deciding to invest in shares of
our common stock.

RISKS RELATING TO REAL MEDIA

WE HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU MAY EVALUATE US

We incorporated in 1995, and we have a limited operating history upon which
you can evaluate our business. Our prospects must be considered in light of the
risks, expenses and difficulties frequently encountered by early-stage companies
in the rapidly-evolving Internet advertising market. We may not be successful in
addressing these risks, and our business strategy may not succeed. These risks
include our ability to:

- maintain and increase the number of web sites and advertisers that use
our products and services;

- further develop our technology and expand the products and services that
we offer;

- sell additional products and services to web sites and advertisers with
whom we already have relationships;

- deploy our business model across the broad range of countries in which we
operate;

- implement and improve operational, financial and management information
systems;

- anticipate and respond to competitive developments and new market
entrants; and

- attract, retain and motivate qualified personnel.

If we are unable to address these risks, our stock price may decline and we
may be unable to compete effectively.

THE BUSINESS COMBINATION OF REAL MEDIA, INC. AND REAL MEDIA EUROPE MAY DISRUPT
OUR OPERATIONS

Pursuant to a stock purchase agreement among Real Media, Inc., Real Media
Europe Holding S.A., a holding company for Real Media Europe, and PubliGroupe
dated February 8, 2000, Real Media, Inc. and Real Media Europe will be combined
prior to the completion of this offering. See "Related Party
Transactions -- Business Combination with Real Media Europe." Prior to this
business combination, Real Media, Inc. and Real Media Europe have operated their
businesses in collaboration with each other but have not formally integrated
their management and operations. The formal integration of Real Media, Inc.'s
operations with Real Media Europe's operations may divert management's attention
from the day-to-day operations of the combined company. The difficulties of
combining the two companies may be increased by the necessity of:

- managing geographically separate organizations;

- integrating management and employees with disparate business backgrounds,
operating experiences and cultures; and

- combining our operational, financial and management information systems,
controls and internal reporting standards.

The process of combining the two organizations may cause an interruption
of, or loss of momentum in, the activities of the combined company. The failure
to integrate the two businesses effectively could have an adverse effect on our
ability to develop and execute our business strategy, which in turn could have
an adverse effect on our revenue and operating results in the near term or
longer.

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OUR BUSINESS MODEL IS UNPROVEN AND MAY NOT SUCCEED

Our business model is to generate revenue by selling Internet advertising
solutions, primarily to web sites with strong brand identities. The profit
potential of our business model is unproven. To be successful, we must continue
to enhance our solutions to achieve broad market acceptance. We cannot assure
you that Internet advertising and the potential value of branded web sites in
general, or our solutions addressed to branded web sites in particular, will
achieve sufficient market acceptance.

Even if Internet advertising gains broad acceptance, web sites,
particularly those with strong brand identities, may choose to sell and manage
advertising themselves and not to engage independent companies such as Real
Media. If the proportion of branded web sites that deploy exclusively in-house
ad sales forces increases, our ability to generate ad sales revenue will be
diminished. Moreover, web sites may choose not to use our technology for ad
management, which could decrease our revenue from technology sales.

Our ad sales representation pricing model is currently based primarily on
the number of users to whom advertising is delivered. We also use, to a lesser
extent, pricing models that depend on the number of users who respond to an
advertisement for more information, or who make purchases after viewing the
advertisement. If response-based pricing models become the market standard, or
if our primary pricing model ceases to be the market standard, we may have
difficulty sustaining revenue growth and maintaining profit margins. Because of
these uncertainties, we cannot assure you that our business model will succeed
in sustaining revenue growth and achieving profitability.

WE EXPECT TO CONTINUE TO INCUR LOSSES, AND WE MAY NEED ADDITIONAL FINANCING

We incurred pro forma net losses of approximately $32.3 million for the
year ended December 31, 1998 and approximately $27.6 million for the nine months
ended September 30, 1999, which include the amortization of goodwill and
intangibles of $28.2 million and $21.1 million for the year ended December 31,
1998 and the nine months ended September 31, 1999, respectively. We anticipate
that our operating expenses will increase substantially in the foreseeable
future as we:

- expand our products and services and enter new markets;

- increase sales and marketing operations;

- increase advertising to establish our brand;

- fund greater levels of research and development;

- improve operational, financial and management information systems; and

- broaden customer support capabilities.

As a result of these expenses, we expect to incur additional losses which
may increase substantially from existing levels. If any of these and other
expenses are not accompanied by increased revenue, our losses may be greater
than we anticipate. Although we have experienced revenue growth in recent
periods, these results are not necessarily meaningful and you should not rely
upon them as an indication of future performance.

In the event of continuing losses, we may need to raise additional funds in
the future. All of our financing to date has been from investments by our
stockholders, particularly PubliGroupe and Advance Internet Inc. We cannot
assure you that we will be able to obtain additional financing from these
stockholders or other persons on favorable terms, if at all. If we are unable to
obtain any required financing in a timely manner or on acceptable terms, our
ability to operate our business could suffer.

WE MAY BE UNABLE TO MANAGE OUR GROWTH EFFECTIVELY

Our business may not succeed if we do not manage our growth successfully.
We have grown substantially since our formation, both in terms of the size of
our organization and the number of the markets that we serve. This rapid growth
has placed, and is expected to continue to place, a significant

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<PAGE> 11

strain on our managerial, operational and financial resources. Since inception,
we have grown to 301 employees worldwide as of January 21, 2000. To better serve
the global marketplace, we plan to open new offices in our existing and new
national markets and to expand our sales and marketing, customer support and
other departments. To meet the demands of this anticipated growth, we expect to
continuously develop, monitor and update our financial and management controls
and our reporting and operating systems. We cannot assure you that these systems
will be adequate to manage our expanded operations or that we will otherwise be
able to manage our growth effectively. If we do not manage our growth
effectively, we may be unable to offer competitive services and implement our
business plan.

WE FACE RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS AND PLANS FOR
EXPANSION

We operate in many countries in Europe, North America, Latin America,
Asia/Pacific and Africa, and our strategy relies heavily on continuing to expand
our operations by entering new national markets. Operating in multiple countries
involves many uncertainties and risks, including:

- complying with the laws and regulations of many countries, which may
change at any time;

- difficulties hiring qualified personnel and the higher costs of staffing
and managing operations in some countries;

- managing operations in multiple economies that may experience political,
economic and social instability;

- potentially adverse tax consequences;

- difficulties enforcing contracts and intellectual property rights in some
countries;

- fluctuations in currency exchange rates and difficulties in moving
capital across borders; and

- seasonal reductions in business activity in different parts of the world,
particularly in Europe during the summer.

Our inability to manage these risks effectively may materially and adversely
affect our business, results of operations and financial condition.

FUTURE ACQUISITIONS MAY ABSORB SIGNIFICANT RESOURCES AND MAY BE UNSUCCESSFUL

As part of our growth strategy, we expect to pursue acquisitions,
investments and other relationships involving products, technologies or
businesses. Acquisitions may involve significant cash expenditures, debt
incurrence, additional operating losses, dilutive issuances of equity
securities, and expenses that could have a material adverse effect on our
financial condition and results of operations. Acquisitions involve numerous
risks, including:

- difficulties integrating acquired technologies and personnel into our
business;

- diversion of management from daily operations;

- inability to obtain required financing on favorable terms;

- entering new markets in which we have little previous experience;

- potential loss of key employees or customers of acquired companies;

- assumption of the liabilities and exposure to unforeseen liabilities of
acquired companies; and

- amortization of the intangible assets of acquired companies.

We have a limited history of acquiring businesses, which may affect our ability
to complete transactions quickly and integrate them efficiently into our
business. We cannot assure you that any acquisition will accomplish its goals,
or that any acquisition will not ultimately have a negative impact on our
business and financial condition.

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OUR BUSINESS WILL SUFFER IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY PERSONNEL OR
IF MANAGEMENT DOES NOT WORK TOGETHER EFFECTIVELY

We depend on the services of our senior management and key technical and
sales personnel. In particular, our success depends on the continued efforts of
those key members of our management team who have extensive experience in this
rapidly evolving industry, including David Morgan, Christopher Neimeth, Pascal
Zahner and Gil Beyda. The loss of services of any key person could have a
material adverse effect on our business, financial condition and results of
operations. Our future success also depends on our continuing ability to attract
and retain highly qualified personnel, especially in the advertising sales area.
Competition for such personnel in the Internet industry is intense, and we
cannot assure you that we will be able to attract and retain qualified personnel
in the future.

We may experience difficulties as we integrate the separate management
teams of Real Media, Inc. and Real Media Europe, which may distract management
from their daily operational responsibilities. This integration process may take
significant time to complete, and we face the risk that key personnel may leave
the company due to changes in our operations and management.

CERTAIN STOCKHOLDERS WILL EXERCISE SIGNIFICANT CONTROL OVER US FOLLOWING THE
OFFERING

Immediately after this offering, PubliGroupe, Advance Internet and five
founders of our company will own %, % and %, respectively, of our
common stock. PubliGroupe, Advance Internet and these founders have entered into
a stockholders voting agreement that establishes the composition of our board of
directors. Subject to the terms of the stockholders voting agreement, these
stockholders, particularly PubliGroupe, may be able to affect or control the
outcome of corporate matters requiring stockholder approval, including business
combinations, amendments to our certificate of incorporation and bylaws, and
other extraordinary transactions. See "Related Party
Transactions -- Stockholders Voting Agreement." The interests of these
stockholders may conflict with our interests and the interests of our other
stockholders. In addition, the ownership or management of PubliGroupe could
change, which could disrupt our relationship with it.

WE WILL RELY ON PUBLIGROUPE TO PROVIDE US WITH KEY SERVICES

Prior to the business combination, Real Media Europe has depended on
PubliGroupe for various financial, business development, legal and other
functions that typically are performed by in-house personnel of public
companies. Following the business combination and for at least some period of
time thereafter, we will continue to rely on PubliGroupe for these services,
which will be made available under an interim administrative services agreement
between Real Media Europe Holding and PubliGroupe. See "Related Party
Transactions -- Interim Administrative Services Agreement." Except as expressly
required by the interim administrative services agreement, PubliGroupe could
choose not to provide these services. Failure to replicate these services
internally in a timely and cost-effective manner could cause a disruption to our
business, and we may incur higher costs as we fulfill these needs in other ways.

PUBLIGROUPE MAY COMPETE WITH US

PubliGroupe is a leading seller of print advertising throughout the world.
Subject to restrictions in a cooperation agreement, PubliGroupe may separately
enter the Internet advertising market and compete with us, directly or
indirectly. See "Related Party Transactions -- Cooperation Agreement." If this
were to occur, PubliGroupe would likely continue to have access to our business
plan and other confidential information through its board representation, giving
it a competitive advantage over us.

8
<PAGE> 13

IF OUR RELATIONSHIP WITH PUBLIGROUPE DETERIORATES, WE MAY LOSE THE STRATEGIC
BENEFITS OF THIS RELATIONSHIP

PubliGroupe has a long history operating globally in advertising sales,
particularly in print media. PubliGroupe has provided us with customer
introductions, helped to raise advertisers' awareness of our capabilities, and
provided a source for our management recruiting efforts. We anticipate continued
strategic benefits from our relationship with PubliGroupe, such as opportunities
in cross-selling. However, if our relationship with PubliGroupe deteriorates, we
may lose these benefits.

ANY FAILURE BY US TO PROTECT OUR INTELLECTUAL PROPERTY COULD HARM OUR BUSINESS
AND COMPETITIVE POSITION

To date, we have not sought patent protection or copyright registration for
our proprietary software and other technologies. As a result, we may not be able
to prevent others from using any inventions in our software and other
technologies, and we may not have adequate remedies to compensate us fully for
any infringement of our copyrights by others.

We have pending applications to register REAL MEDIA and other key
trademarks in the United States, Europe and other foreign jurisdictions.
However, we have not yet secured registrations for any of these marks. We cannot
guarantee that any of our applications will be approved by the applicable
governmental authorities. Moreover, even if the applications are approved, third
parties may seek to oppose or otherwise challenge such registrations. A failure
to obtain trademark registrations in jurisdictions outside the United States
could limit our ability to use the mark and impede our marketing efforts in
those jurisdictions. RealNetworks, Inc., a provider of Internet streaming
technology, has applied to register REAL MEDIA in connection with its products
in the United States and the European Community. We are negotiating an agreement
with RealNetworks regarding the use and registration of the mark REAL MEDIA.
However, we cannot assure you that in the future RealNetworks or another entity
will not assert the right to use or register marks that are the same as or
confusingly similar to our marks in a way that harms us.

We take reasonable measures to preserve the secrecy of our valuable trade
secrets and confidential information and require our employees to sign
confidentiality agreements prohibiting them from disclosing any of our trade
secrets, which we believe are enforceable. However, we cannot assure you that
these measures are sufficient to prevent others from obtaining our valuable
trade secrets, and we may not have adequate remedies to preserve our trade
secrets or to compensate us fully for their loss if our employees breach their
confidentiality agreements with us. In addition, we cannot assure you that our
trade secrets will provide us with any proprietary or competitive advantage, as
they may otherwise become known to or be independently developed by our
competitors, regardless of the success of any measures we may take to try to
preserve their confidentiality.

ENFORCEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS COULD HARM OUR BUSINESS
AND COMPETITIVE POSITION

Several of our competitors have sought patent protection for technology or
methods of doing business in the field of Internet advertising. For example,
DoubleClick, Inc. has obtained U.S. Pat. No. 5,948,061, entitled "Method of
Delivery, Targeting, and Measuring Advertising Over Networks." Another
competitor, 24/7 Media, Inc., has announced that it has received a notice of
allowance in connection with its application for a United States patent, which
purportedly relates to an ad delivery and management system. While we believe
that OAS, our proprietary ad management software, and our methods of doing
business are substantially different from those owned and used by our
competitors and do not violate any of their patent rights of which we are aware,
it is possible that any one of our competitors may file a suit against us,
alleging that we are infringing their patent rights. We are aware that
DoubleClick has filed patent infringement actions against two other companies
that provide Internet advertising solutions, at least one of which has filed a
countersuit against DoubleClick. In addition, our competitors or other persons
may have already obtained or may in the future obtain patents relating to one or
more aspects of our technology or methods of doing business. If we are sued for
patent infringement, we may be forced to incur substantial costs in defending
ourselves. If such litigation were to result in a judgment that we infringed a
valid and enforceable patent, a court may order us to pay substantial damages to
the owner of

9
<PAGE> 14

the patent and to cease using any infringing technology or method of doing
business. Such an order could cause a significant disruption in our business and
force us to incur substantial costs to develop and implement alternative,
non-infringing technology or methods of doing business, or to obtain a license
from the patent owner. We cannot assure you that we would be able to develop
non-infringing alternatives at a reasonable cost that would be commercially
acceptable, or that we would be able to obtain a license from any such patent
owner on commercially reasonable terms, if at all.

WE MAY BE LIABLE FOR CONTENT AVAILABLE OR POSTED ON WEB SITES

We may be held liable to third parties for content in the advertising we
serve if the music, artwork, text or other content involved is found to be
defamatory, to invade the privacy or publicity rights of such third parties, to
violate the copyright, trademark, or other intellectual property rights of such
third parties, or to violate any applicable laws or regulations. Defending any
claims or counterclaims regarding these types of liabilities could be
time-consuming, result in costly litigation or divert management's attention
from daily operations.

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE, WHICH COULD AFFECT THE MARKET
PRICE OF YOUR SHARES

Our quarterly operating results may fluctuate significantly in the future
as a result of a variety of factors that may be beyond our control. These
factors include:

- the ability of web sites in the Real Media Network to maintain or
increase traffic on their sites;

- the addition or loss of web sites and advertisers that use our products
and services;

- the introduction of new Internet advertising solutions by us or our
competitors;

- changes in pricing policies resulting from competitive conditions;

- changes in our mix of products and services;

- the amount and timing of expenditures relating to expanding our
operations, improving ad management technology and further developing new
products and technologies;

- the demand for, and pricing of, Internet advertising;

- the growth of the Internet as a communications medium; and

- general economic conditions.

Expenditures by advertisers tend to vary in cycles that reflect overall economic
conditions. Our revenue could be materially reduced by a decline in the economic
prospects of advertisers or the economy in general, which could alter current or
prospective advertisers' spending priorities. In addition, we believe that our
revenue may be subject to seasonal fluctuations because advertisers generally
place fewer advertisements during the first and third quarters of each year.

Due to these factors, we believe that quarter-to-quarter comparisons of our
results of operations are not necessarily meaningful and should not be relied
upon as an indication of our future performance. Furthermore, it is possible
that in future periods our results of operations will be below the expectations
of securities analysts and investors. If so, the market price of your shares
would likely decline.

YEAR 2000 ISSUES COULD DISRUPT OUR OPERATIONS AND OUR CUSTOMERS' OPERATIONS

Many currently installed computer systems and software products only accept
two digits to identify the year in any date. Therefore, the year 2000 will
appear as "00", which the system or software may

10
<PAGE> 15

consider to be the year 1900 rather than the year 2000. The failure of any of
our computer systems or software to be Year 2000 compliant could result in
system failures, delays or miscalculations, which could:

- cause us to incur significant expenses to remedy any problems;

- affect the availability and performance of the software that we sell or
our ability to execute and manage campaigns and deliver reports for our
web sites and advertisers; or

- otherwise damage our business and our customer relationships.

In addition, the failure of Internet advertisers or web sites to have Year 2000
compliant systems may negatively impact these persons' businesses, causing a
decrease in the demand for our products and services. Any of these issues could
have a material adverse effect on our business, financial condition and results
of operations.

RISKS RELATING TO THE INTERNET ADVERTISING INDUSTRY

THE INTERNET ADVERTISING INDUSTRY IS HIGHLY COMPETITIVE

Our industry is highly competitive. Competition is likely to increase
because there are low barriers to entry in this market, and the evolving nature
of the Internet will present new opportunities for entrants to exploit. Our
ability to compete depends on many factors, some of which are outside of our
control, including:

- our ability to attract and retain effective sales people and other
personnel;

- the timing and market acceptance of new solutions that we may offer;

- our ability to scale technology to customer demands;

- our ability to deliver effective customer service and support;

- our ability to adapt to technology for converging media;

- the success of our sales and marketing efforts; and

- the ease of use, performance, price, features and reliability of our
products and services.

Numerous well-established companies and smaller entrepreneurial companies
are focusing significant resources on developing and marketing products and
services that compete with our products and services. See
"Business -- Competition." Many of our current and potential competitors have
longer operating histories, greater name recognition, larger customer bases and
significantly greater financial, technical and marketing resources than we do.
These competitors may be able to:

- respond more quickly to emerging technologies and changing customer
demands;

- devote more resources to product development and promotion;

- access capital markets more easily;

- adopt aggressive pricing policies; and

- develop superior products and services.

Increased competition is likely to result in price reductions, reduced
profit margins and loss of market share, any one of which could impede our
growth and hinder our ability to compete in the future. We cannot assure you
that we will be able to compete effectively against existing or future
competitors, or that competitive pressures will not have a material adverse
effect on our financial condition and competitive position.

We also compete with other advertising media, such as print, television and
radio, for a share of advertising budgets. To the extent that the Internet does
not develop as an attractive advertising medium, we may be unable to increase
our revenue and we may lose market share to these other media.

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<PAGE> 16

INDUSTRY CONSOLIDATION MAY INCREASE OUR COMPETITORS' RESOURCES

Our industry is consolidating rapidly, and a number of acquisitions have
been announced or completed recently. See "Business -- Competition." Our
competitors may also form joint ventures and other cooperative relationships
that will compete with us in our market. It is therefore possible that newer or
significantly larger competitors may emerge and attain significant market share
and brand recognition, which could have a material adverse effect on our ability
to maintain market share for our products and services.

OUR BUSINESS MAY NOT GROW IF THE MARKET FOR INTERNET ADVERTISING DOES NOT
CONTINUE TO DEVELOP

We expect to derive all of our revenue in the foreseeable future from the
products and services that we offer to the market for Internet advertising.
Therefore, our future success depends on the level of use of the Internet as an
advertising medium. If the market for Internet advertising fails to develop or
develops more slowly than we anticipate, we may be unable to increase or even
maintain our revenue. The Internet may not develop as a successful advertising
medium because it has not existed long enough to demonstrate its effectiveness
in communicating messages and establishing brand awareness when compared to
traditional advertising media. Companies that have relied on traditional media
for advertising may be reluctant to adopt the Internet as an advertising medium
because these companies:

- have limited or no experience using the Internet as an advertising
medium;

- have allocated only a limited portion of their advertising budgets to
Internet advertising and may be unwilling to reallocate their resources
from traditional media to Internet advertising; and

- may conclude that Internet advertising is less effective than traditional
advertising media.

There are no widely accepted standards for the measurement of the
effectiveness of Internet advertising, and we cannot assure you that such
standards will develop to support Internet advertising as a significant
advertising medium. In addition, the effectiveness of Internet advertising is
partly dependent upon the accuracy of information contained in the databases
used to target advertisements. Actual or perceived ineffectiveness of Internet
advertising in general, or inaccurate measurements or database information in
particular, could limit the long-term growth of Internet advertising and cause
our revenue to decline.

WE DEPEND ON THE CONTINUED GROWTH OF INTERNET USAGE AND INFRASTRUCTURE FOR OUR
BUSINESS

Our market is new and rapidly evolving. Our business would be adversely
affected if Internet usage does not continue to grow. Internet usage may be
inhibited for a number of reasons, such as:

- inadequate network infrastructure;

- security and privacy concerns;

- inconsistent quality of service; and

- limited availability of cost-effective, high-speed service.

If Internet usage grows, the Internet infrastructure may not be able to support
the demands placed on it by this growth, or its performance and reliability may
decline. In addition, web sites have experienced interruptions in their service
as a result of failures and delays occurring throughout the Internet
infrastructure. If use of the Internet does not continue to grow, or if the
Internet infrastructure does not effectively support the growth that may occur,
the demand for our products and services may not grow.

TECHNOLOGICAL CHANGES MAY RENDER OUR PRODUCTS AND SERVICES OBSOLETE

The market in which we compete is characterized by rapidly changing
technology, evolving industry standards, frequent new product and service
introductions, and evolving customer demands. These uncertainties are
exacerbated by the emerging nature of Internet use and advertising. For example,

12
<PAGE> 17

computer users may install "filter" programs that limit or prevent the display
of advertising on the users' monitors. The widespread adoption of filter
software could have a material adverse effect upon the commercial viability of
Internet advertising. Our future success will therefore depend on our ability to
modify our products and services to respond in a timely and cost-effective
manner to new technologies and changing customer demands. If we are unable to
adapt our technologies to these pressures or to develop products to address new
and converging technologies, we may be unable to compete successfully. We cannot
assure you that we will not experience difficulties that could delay or prevent
our introduction of new products and services, or that any new products and
services will be attractive to our customers. Any delay or inability to
introduce competitive solutions may cause customers to forgo our solutions and
purchase those of our competitors.

PRIVACY CONCERNS MAY LIMIT OUR SUCCESS

Potential governmental and consumer reactions to concerns about privacy and
the Internet pose a risk to our business. Many web sites, including our clients,
collect personal data through registrations and surveys and use that data to
build profiles for advertising. There is substantial public debate over the
collection and use of Internet user information. We are aware that one of our
competitors is being sued over user privacy concerns. Some United States
legislators have introduced bills that would regulate the collection and use of
personal data from Internet users. The European Union has adopted a directive
addressing data privacy that may result in limitations on the collection and use
of such information. Many proposals focus on requiring the consent of the
Internet user before collecting the user's information. While currently the more
common practice is to give users the option to prohibit the use of their
personal data for profiling uses, it may become the standard practice to require
users to approve the use of personal data. If a user must approve the use of
personal information, rather than not prohibit it, the number of users about
whom information can be collected and to whom targeted ads can be delivered may
decrease. This may limit the effectiveness of our sales and marketing efforts
and adversely affect our financial condition and results of operations.

A particular area of concern has been the use of "cookies," which are small
files placed on a user's hard drive without the user's knowledge or consent.
Cookies allow certain information to be collected without the users' knowledge.
Due to privacy concerns, some Internet commentators and governmental bodies have
called for the use of cookies to be limited or eliminated. For example, the use
of cookies in Germany, while legally permitted, has not been a widely accepted
practice. In addition, web browsers may allow users to prevent cookies from
being placed on users' hard drives. Our technology has features that rely on the
use of cookies. If the use of cookies is limited or eliminated, we may have to
employ alternative technologies to enable the gathering of demographic
information. We believe that alternative technologies that currently exist are
not as effective as cookies. Devising new technologies to replace cookies could
require significant engineering time and resources. We cannot assure you that we
could develop and market successful alternative technologies.

GOVERNMENT REGULATIONS COULD NEGATIVELY IMPACT OUR BUSINESS MODEL

In addition to regulation concerned with privacy issues, other forms of
government regulation could impact our industry and business. Due to the
increasing popularity and use of the Internet, a number of laws and regulations
may be adopted covering issues such as pricing, content, gambling, database
protection, unsolicited commercial e-mail and taxation. In addition, some local
telephone carriers are advocating the regulation of Internet service providers
in a manner similar to long distance telephone carriers. Any of these laws and
regulations could slow the growth of Internet use and decrease the Internet's
effectiveness as an advertising medium, which could impede our ability to
implement our business model. To date, none of these laws has materially
impacted our business. However, legislation that interferes with our business
operations may be adopted in the future. In addition, due to the global nature
of the Internet, it is possible that multiple jurisdictions might pass
inconsistent legislation. Any of the foregoing could have a material adverse
effect on our business, financial condition and results of operations.

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<PAGE> 18

RISKS RELATING TO THE OFFERING

WE EXPECT TO EXPERIENCE VOLATILITY IN OUR STOCK PRICE THAT COULD AFFECT YOUR
INVESTMENT

Prior to this offering, there has been no public market for our common
stock. Accordingly, we cannot predict the extent to which investor interest in
our common stock will lead to the development of a trading market or how liquid
that market might become. The initial public offering price for the shares will
be determined by us and the representatives of the underwriters and may not be
indicative of prices that will prevail in the trading market. The price at which
our common stock will trade after this offering is likely to be highly volatile
and may fluctuate substantially due to factors such as:

- actual or anticipated fluctuations in our results of operations;

- changes in or failure by us to meet securities analysts' expectations;

- announcements of technological innovations;

- introduction of new services by us or our competitors;

- conditions and trends in the Internet and other technology industries;
and

- general market conditions.

In addition, the Nasdaq National Market has from time to time experienced
significant price and volume fluctuations that have affected the market prices
for the common stocks of technology companies, particularly Internet companies.
Some of these market fluctuations have been unrelated or disproportionate to the
operating performance of these companies. Any significant fluctuations in the
future might result in a material decline in the market price of our common
stock. The value of our common stock may also fluctuate because it is listed on
both the Nasdaq National Market and the SWX New Market of the SWX Swiss
Exchange. We cannot be certain what effect, if any, the dual listing will have
on the price of our stock in either market. Listing on both exchanges may
increase stock price volatility due to trading in different time zones and
different trading volumes.

In the past, following periods of volatility in the market price of a
particular company's securities, securities class action litigation has often
been brought against the company. We may become involved in this type of
litigation in the future. Litigation is often expensive and diverts management's
attention and resources, which could have a material adverse effect upon our
business and results of operations.

WE HAVE BROAD DISCRETION IN THE USE OF THE PROCEEDS OF THIS OFFERING

The net proceeds of this offering will be added to our working capital and
will be available for general corporate purposes, including capital expenditures
and potential future acquisitions. We cannot specify with certainty the
particular uses for the net proceeds to be received upon completion of this
offering. Our management will have broad discretion in the application of the
net proceeds. See "Use of Proceeds."

SALES OF OUR SHARES AFTER THIS OFFERING COULD RESULT IN A DECLINE IN OUR STOCK
PRICE

If our stockholders sell substantial amounts of common stock in the public
market following this offering, the market price of our common stock could fall.
These sales also might make it more difficult for us to sell equity or
equity-related securities in the future at a time and price that we deem
appropriate. Based on shares outstanding as of December 31, 1999, upon
completion of this offering, we will have shares of common stock
outstanding. If the underwriters exercise their over-allotment option in

14
<PAGE> 19

full, we will have shares of common stock outstanding. Of these
shares, the shares being offered hereby will be freely tradable and 26,412,675
shares will become eligible for resale as follows:

<TABLE>
<CAPTION>
NUMBER OF SHARES DATE
- ---------------- ------------------------------------------------------------
<C> <S>
417,312 Beginning 91 days after the date of this prospectus
1,165,720 Beginning 181 days after the date of this prospectus,
subject to a stockholders voting agreement. See "Related
Party Transactions -- Stockholders Voting Agreement."
24,829,643 Beginning 181 days after the date of this prospectus,
subject to compliance with Rule 144, and in some cases,
subject to a stockholders voting agreement.
</TABLE>

We are applying to list our common stock on both the Nasdaq National Market
and the SWX New Market of the SWX Swiss Exchange. Sales on the SWX New Market
will still be subject to United States securities laws including Rule 144 and
Regulation S, which may restrict sales.

As of December 31, 1999, options to purchase 865,030 shares of common stock
were outstanding and, when exercised, these shares will be eligible for resale
under Rule 701. These stock options generally have exercise prices significantly
below the expected initial public offering price of our common stock. The
possible sale of a significant number of these shares may cause the price of our
common stock to decline. In addition, prior to the completion of this offering,
we expect to file a registration statement on Form S-8 to register
shares of our common stock issuable under our 1999 employee stock option plan.
See "Shares Eligible for Future Sale."

PURCHASERS IN THIS OFFERING WILL INCUR AN IMMEDIATE DILUTION OF THEIR INVESTMENT

Investors purchasing shares of our common stock in this offering will incur
immediate and substantial dilution of their investment. To the extent
outstanding options to purchase our common stock are exercised, there will be
further dilution. If we elect to purchase, or PubliGroupe elects to sell to us,
the remaining interest in Real Media S.A., we may elect to pay the purchase
price in shares of our common stock. Issuing more common stock to pay the
purchase price for the remaining interest in Real Media S.A. may result in
further dilution. See "Dilution."

WE HAVE ADOPTED ANTI-TAKEOVER MEASURES THAT MAY INHIBIT THE SALE OF REAL MEDIA

Following the closing of this offering, our board of directors will have
the authority to issue up to 9,000,000 shares of preferred stock without your
approval. These shares could be issued with voting, liquidation, dividend and
other rights superior to yours that could discourage a third party from
acquiring Real Media, even if the acquisition would be beneficial to you. Our
certificate of incorporation provides for a classified board of directors, and
our bylaws and Delaware law contain other provisions that could have the effect
of delaying or preventing a change in control of Real Media.

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<PAGE> 20

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates," "believes," "plans,"
"expects," "future," "intends" and similar expressions to identify
forward-looking statements. This prospectus also contains forward-looking
statements attributed to third parties relating to their estimates regarding the
growth of Internet use, Internet advertising and electronic commerce. You should
not place undue reliance on these forward-looking statements, which apply only
as of the date of this prospectus. Because these forward-looking statements
involve risks and uncertainties, there are important factors discussed under
"Risk Factors" that could cause actual results to differ materially from those
expressed or implied by these forward-looking statements.

USE OF PROCEEDS

Based on an assumed initial public offering price of $ per share (the
midpoint of the range of estimated initial public offering prices set forth on
the cover page of this prospectus), our net proceeds from the sale of the shares
of our common stock offered in this offering will be approximately $
million, or $ million if the underwriters' over-allotment option is
exercised in full, after deducting the estimated underwriting discounts and
commissions and estimated expenses that are payable by us in this offering.

Under a stockholders voting agreement with Real Media, Inc., PubliGroupe
and Advance Internet have agreed to make available to us from time to time prior
to the completion of this offering loans up to $13.0 million and $2.0 million,
respectively, for working capital. The loans from PubliGroupe and Advance
Internet will bear interest at an annual rate equal to the prime rate, as
published in the Wall Street Journal, Eastern Edition, and will be due upon the
completion of this offering. See "Related Party Transactions -- Stockholders
Voting Agreement." In addition, within 30 days following the completion of the
audit of Real Media Europe for the year ended December 31, 1999, we must repay
any intercompany loans made by PubliGroupe to Real Media Europe between January
1, 2000 and the completion of the business combination to fund Real Media
Europe's operations. See "Related Party Transactions -- Business Combination
with Real Media Europe." We intend to use some of the proceeds of this offering
to repay in full, with interest, the loans described above. We expect to use the
remaining net proceeds from this offering for general corporate purposes,
including expansion of our sales, marketing and operating capabilities, product
and technology development and possible acquisitions of or investments in
companies or assets. We are not currently involved in negotiations, and we have
no binding obligations, with respect to any acquisition of or investments in
other companies or assets.

Pending these uses, we intend to invest the net proceeds of this offering
in short-term, investment grade instruments, certificates of deposit, or direct
or guaranteed obligations of the United States.

DIVIDEND POLICY

We have never declared or paid dividends on our capital stock, and we do
not intend to pay dividends in the foreseeable future. We plan to retain any
earnings for use in the operation of our business and to fund future growth.

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<PAGE> 21

CAPITALIZATION

The Actual column in the following table sets forth Real Media, Inc.'s
capitalization as of September 30, 1999. The Pro Forma column gives effect to
the business combination of Real Media, Inc. and Real Media Europe, including
the issuance of 16,126,525 shares of our common stock and 450,000 shares of our
Series A Convertible Preferred Stock to PubliGroupe.

The Pro Forma As Adjusted column gives effect to:

- the net proceeds from the sale of shares of common stock offered
at an assumed initial public offering price of $ per share (the
midpoint of the range of estimated initial public offering prices set
forth on the cover page of this prospectus), after deducting underwriting
discounts and commissions and estimated offering expenses;

- the application of those proceeds to repay $ in loans from our
principal stockholders, PubliGroupe and Advance Internet; and

- the conversion of 450,000 shares of our Series A Convertible Preferred
Stock into 450,000 shares of our common stock.

You should read this table with the "Unaudited Pro Forma Combined Condensed
Financial Information," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and each of Real Media, Inc.'s and Real
Media Europe's audited financial statements and the related notes included
elsewhere in this prospectus.

<TABLE>
<CAPTION>
AT SEPTEMBER 30, 1999
-----------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
------- --------- -----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Total debt................................................. $ -- $ 53 $
Stockholders' equity:
Preferred stock, $.001 par value, 9,000,000 shares
authorized, no shares issued and outstanding, actual;
9,000,000 shares authorized, 450,000 shares issued and
outstanding, pro forma; 9,000,000 shares authorized,
no shares issued and outstanding, pro forma as
adjusted.............................................. -- 1 --
Common stock, $.001 par value, 18,000,000 shares
authorized, 9,676,180 shares issued and outstanding,
actual; 120,000,000 shares authorized, 25,802,705
shares issued and outstanding, pro forma; 120,000,000
shares authorized, shares issued and
outstanding, pro forma as adjusted.................... 10 26
Additional paid-in capital............................... 8,027 103,822
Accumulated deficit...................................... (8,372) (8,372)
Deferred compensation.................................... (16) (16)
------- -------- ------
Total stockholders' equity (deficiency).................. (351) 95,461
------- -------- ------
Total capitalization............................. $ (351) $ 95,514 $
======= ======== ======
</TABLE>

The table excludes the following shares:

- 820,750 shares subject to outstanding stock options as of September 30,
1999, of which 566,080 stock options were exercisable as of September 30,
1999; and

- 89,188 shares issuable upon exercise of unissued stock options under our
1999 employee stock option plan as of September 30, 1999.

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<PAGE> 22

DILUTION

Assuming that the business combination of Real Media, Inc. and Real Media
Europe had been completed as of September 30, 1999, Real Media's pro forma net
tangible book value at September 30, 1999 would have been approximately $10.9
million, or $0.42 per share. Pro forma net tangible book value per share is
equal to our total tangible assets less our total liabilities, divided by the
total number of shares of our common stock outstanding. Assuming we had also
sold the shares of our common stock offered hereby at an assumed initial public
offering price of $ per share (the midpoint of the range of estimated
initial public offering prices set forth on the cover page of this prospectus)
and after deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by us, our as adjusted pro forma net
tangible book value at September 30, 1999 would have been approximately $ ,
or $ per share. This represents an immediate increase in pro forma net
tangible book value of $
per share to existing stockholders and an immediate dilution of $ per share
to new investors purchasing shares of our common stock in this offering.
Dilution in pro forma net tangible book value per share represents the
difference between the amount per share paid by purchasers of shares of our
common stock in this offering and the as adjusted pro forma net tangible book
value per share of our common stock immediately following this offering. The
following table illustrates the immediate per share dilution to new investors.

<TABLE>
<CAPTION>
PER SHARE
---------
<S> <C> <C>
Assumed initial public offering price....................... $
Pro forma net tangible book value at September 30,
1999................................................... $ 0.42
Increase attributable to this offering....................
As adjusted pro forma net tangible book value after this
offering..................................................
------
Dilution to new investors in this offering.................. $
======
</TABLE>

The following table sets forth, on an as adjusted pro forma basis, as of
September 30, 1999, the total number of shares of common stock purchased from
Real Media, Inc., the total cash consideration paid and the average price per
share paid by the existing stockholders and by the new investors in this
offering at an assumed initial public offering price of $ per share (the
midpoint of the range of estimated initial public offering prices set forth on
the cover page of this prospectus):

<TABLE>
<CAPTION>
AVERAGE PRICE
SHARES PURCHASED TOTAL CONSIDERATION PER SHARE
--------------------- ----------------------- -------------
NUMBER PERCENT AMOUNT PERCENT
---------- ------- ------------ -------
<S> <C> <C> <C> <C> <C>
Existing stockholders............. 26,252,705 % $103,849,429 % $3.96
New investors.....................
---------- --- ------------ ---
Total................... % $ % $
========== === ============ ===
</TABLE>

The foregoing discussion and tables are based on the number of shares
issued and outstanding on September 30, 1999, assuming the completion of the
business combination and this offering, no exercise of the underwriters'
over-allotment option to purchase additional shares and no exercise of
any stock options outstanding and exercisable as of September 30, 1999. As of
September 30, 1999, there were 820,750 shares issuable upon the exercise of
outstanding stock options, of which 566,080 stock options were exercisable at a
weighted average exercise price of $0.99 per share and 89,188 shares were
issuable upon exercise of unissued stock options under our 1999 employee stock
option plan. Options for 254,670 shares were outstanding but not exercisable as
of September 30, 1999.

Assuming the completion of the business combination, this offering and the
exercise in full of all of the options outstanding and exercisable as of
September 30, 1999, including the underwriters' over-allotment option, our as
adjusted pro forma net tangible book value as of September 30, 1999 would have
been approximately $ , or $ per share. This represents an immediate
increase in pro forma net tangible book value of $ per share to existing
stockholders and an immediate dilution in the pro forma net tangible book value
of $ per share to new investors purchasing shares of our common stock in
this offering.

18
<PAGE> 23

SELECTED FINANCIAL INFORMATION OF REAL MEDIA, INC.

The following selected financial information should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Real Media, Inc.'s financial statements and the notes thereto
included elsewhere in this prospectus. The selected statement of operations
information for the three-year period ended December 31, 1998 and the nine-month
period ended September 30, 1999 and the balance sheet information as of December
31, 1998 and September 30, 1999 are derived from the financial statements of
Real Media, Inc., which have been audited by Ernst & Young LLP, independent
auditors, and are included elsewhere in this prospectus. The selected statement
of operations information for the nine-month period ended September 30, 1998 is
unaudited and has been prepared on the same basis as the audited financial
statements of Real Media, Inc. included elsewhere in this prospectus. In the
opinion of management, this unaudited information includes all adjustments,
consisting of only normally recurring adjustments necessary for a fair
presentation of such information. The historical results are not necessarily
indicative of the operating results to be expected in the future, and interim
results are not necessarily indicative of operating results for the full year.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
FOR THE YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------------- ------------------------
1996 1997 1998 1998 1999
--------- --------- --------- ----------- ---------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
INFORMATION:
Revenue.......................... $ 93 $ 553 $ 2,103 $ 1,420 $ 4,819
Cost of revenue.................. 72 335 868 650 1,862
--------- --------- --------- --------- ---------
Gross profit..................... 21 218 1,235 770 2,957
--------- --------- --------- --------- ---------
Operating expenses:
Sales and marketing............ 140 973 1,720 885 3,618
Product and technology
development................. 61 428 543 421 641
General and administrative..... 290 596 1,126 741 2,692
--------- --------- --------- --------- ---------
Total operating expenses......... 491 1,997 3,389 2,047 6,951
--------- --------- --------- --------- ---------
Loss from operations............. (470) (1,779) (2,154) (1,277) (3,994)
Interest income (expense), net... (6) (18) 38 21 12
--------- --------- --------- --------- ---------
Net loss......................... $ (476) $ (1,797) $ (2,116) $ (1,256) $ (3,982)
========= ========= ========= ========= =========
Net loss per share:
Basic and diluted.............. $ (0.35) $ (0.30) $ (0.27) $ (0.16) $ (0.43)
========= ========= ========= ========= =========
Weighted average shares
outstanding:
Basic and diluted.............. 1,356,493 5,968,767 7,849,253 7,658,212 9,227,267
========= ========= ========= ========= =========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------- SEPTEMBER 30,
1996 1997 1998 1999
---- ----- ------ -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCE SHEET INFORMATION:
Cash and cash equivalents.......................... $594 $ 49 $ 639 $ 374
Total assets....................................... 662 361 1,670 4,142
Total long-term debt............................... -- -- -- --
Total stockholders' equity (deficiency)............ 530 (923) 28 (351)
</TABLE>

19
<PAGE> 24

SELECTED COMBINED FINANCIAL INFORMATION OF REAL MEDIA EUROPE

The following selected combined financial information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and Real Media Europe's combined financial statements
and the notes thereto included elsewhere in this prospectus. The selected
combined statement of operations information for the three-year period ended
December 31, 1998 and the nine-month period ended September 30, 1999 and the
combined balance sheet information as of December 31, 1998 and September 30,
1999 are derived from the combined financial statements of Real Media Europe,
which have been audited by ATAG Ernst & Young AG, independent auditors, and are
included elsewhere in this prospectus. The selected combined statement of
operations information for the nine-month period ended September 30, 1998 is
unaudited and has been prepared on the same basis as the audited combined
financial statements of Real Media Europe included elsewhere in this prospectus.
In the opinion of management, this unaudited information includes all
adjustments, consisting of only normally recurring adjustments necessary for a
fair presentation of such information. The historical results are not
necessarily indicative of the operating results to be expected in the future,
and interim results are not necessarily indicative of operating results for the
full year.

<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED
FOR THE YEAR ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------------- ----------------------
1996 1997 1998 1998 1999
------- --------- --------- ----------- -------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
COMBINED STATEMENT OF OPERATIONS
INFORMATION:
Revenue.................................. $ 289 $ 925 $ 5,436 $ 3,230 $ 9,255
Cost of revenue.......................... 335 751 3,684 2,334 6,842
----- ------- ------- ------- -------
Gross profit (loss)...................... (46) 174 1,752 896 2,413
----- ------- ------- ------- -------
Operating expenses:
Sales and marketing.................... 294 730 2,000 1,348 2,646
Product and technology development..... -- 73 312 225 405
General and administrative............. 360 612 1,405 1,001 1,697
----- ------- ------- ------- -------
Total operating expenses................. 654 1,415 3,717 2,574 4,748
----- ------- ------- ------- -------
Loss from operations..................... (700) (1,241) (1,965) (1,678) (2,335)
Interest income (expense), net........... (5) (15) (55) -- (126)
----- ------- ------- ------- -------
Net loss................................. $(705) $(1,256) $(2,020) $(1,678) $(2,461)
===== ======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------- SEPTEMBER 30,
1996 1997 1998 1999
----- ------- ------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
COMBINED BALANCE SHEET INFORMATION:
Cash and cash equivalents...................... $ -- $ 103 $ 191 $ 731
Total assets................................... 139 1,087 3,429 5,680
Total long-term debt........................... 635 1,746 3,837 6,370
Total shareholder's equity (deficiency)........ (711) (1,389) (3,349) (5,626)
</TABLE>

20
<PAGE> 25

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

The following unaudited pro forma combined condensed financial information
illustrates the effect of the business combination of Real Media, Inc. and Real
Media Europe under the terms of the stock purchase agreement dated February 8,
2000. See "Related Party Transactions -- Business Combination with Real Media
Europe." The unaudited pro forma combined condensed financial information is
based on the historical financial statements of Real Media, Inc. and Real Media
Europe. The unaudited pro forma combined condensed balance sheet as of September
30, 1999 gives effect to the business combination as if it had been completed at
that date. The unaudited pro forma combined condensed statements of operations
for the year ended December 31, 1998 and for the nine months ended September 30,
1999 give effect to the business combination as if it had been completed on
January 1, 1998.

ACCOUNTING TREATMENT

Real Media, Inc. plans to record the business combination with Real Media
Europe using the purchase method of accounting. Accordingly, the assets acquired
and liabilities assumed will be recorded at their estimated fair values, which
are subject to further adjustment based upon appraisals and other analyses. The
pro forma adjustments are based upon available information and assumptions that
Real Media, Inc. believes are reasonable at the time made. The unaudited pro
forma combined condensed financial statements do not purport to present our
financial position or results of operations had the business combination
occurred on the date specified, nor are they necessarily indicative of the
financial position or results of operations that may be achieved in the future.
The unaudited pro forma combined condensed financial statements should be read
in conjunction with the audited financial statements of Real Media, Inc. and the
notes thereto and the audited combined financial statements of Real Media Europe
and the notes thereto included elsewhere in this prospectus.

21
<PAGE> 26

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET

As of September 30, 1999

<TABLE>
<CAPTION>
HISTORICAL
-------------------------
REAL MEDIA, REAL MEDIA PRO FORMA PRO FORMA
INC. EUROPE ADJUSTMENTS REAL MEDIA, INC.
----------- ---------- ----------- ----------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............. $ 374 $ 731 $ 9,003(1) $ 10,108
Accounts receivable, net............... 3,075 3,360 -- 6,435
Due from affiliates.................... 90 535 (464)(2) 161
Due from stockholder................... 100 -- -- 100
Prepaid and other current assets....... 57 451 -- 508
------- ------- ------- --------
Total current assets..................... 3,696 5,077 8,539 17,312
Property and equipment, net.............. 397 561 -- 958
Goodwill and intangibles, net............ -- -- 84,554(1) 84,554
Other.................................... 49 42 -- 91
------- ------- ------- --------
Total assets............................. $ 4,142 $ 5,680 $93,093 $102,915
======= ======= ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)
Current liabilities:
Accounts payable....................... $ 2,051 $ 1,558 $ -- $ 3,609
Accrued expenses....................... 290 1,848 -- 2,138
Due to affiliates...................... -- 672 (654)(1)(2) 18
Notes payable -- stockholders.......... 1,000 -- (1,000)(1) --
Due to stockholders.................... 266 -- -- 266
Capital lease.......................... -- 7 -- 7
Deferred revenue....................... 512 786 -- 1,298
Deferred revenue -- stockholder........ 374 -- (374)(2) --
------- ------- ------- --------
Total current liabilities................ 4,493 4,871 (2,028) 7,336
Note payable............................. -- 6,317 (6,317) --
Capital lease -- long-term portion....... -- 53 -- 53
Other liabilities........................ -- 65 -- 65
Stockholders' equity (deficiency):
Preferred stock........................ -- -- 1 1
Common stock........................... 10 711 (695)(1) 26
Additional paid-in capital............. 8,027 -- 95,795(1) 103,822
Deferred compensation.................. (16) -- -- (16)
Accumulated deficit.................... (8,372) (6,501) 6,501(1) (8,372)
Accumulated other comprehensive income
(loss).............................. -- 164 (164)(1) --
------- ------- ------- --------
Total stockholders' equity
(deficiency)........................... (351) (5,626) 101,438 95,461
------- ------- ------- --------
Total liabilities and stockholders'
equity (deficiency).................... $ 4,142 $ 5,680 $93,093 $102,915
======= ======= ======= ========
</TABLE>

22
<PAGE> 27

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

Year ended December 31, 1998

<TABLE>
<CAPTION>
HISTORICAL
-------------------------
REAL MEDIA, REAL MEDIA PRO FORMA PRO FORMA
INC. EUROPE ADJUSTMENTS REAL MEDIA, INC.
----------- ---------- ----------- ----------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C> <C>
Revenue.................................. $ 2,103 $ 5,436 $ (77)(3) $ 7,462
Cost of revenue.......................... 868 3,684 (77)(3) 4,475
------- ------- -------- -----------
Gross profit............................. 1,235 1,752 -- 2,987
Operating expenses:
Sales and marketing.................... 1,720 2,000 -- 3,720
Product and technology development..... 543 312 -- 855
General and administrative............. 1,126 1,405 -- 2,531
Amortization of goodwill and
intangibles......................... -- -- 28,184(4) 28,184
------- ------- -------- -----------
Total operating expenses................. 3,389.... 3,717 28,184 35,290
------- ------- -------- -----------
Loss from operations..................... (2,154) (1,965) (28,184) (32,303)
Other income (expense):
Interest income........................ 63 17 -- 80
Interest expense....................... (25) (72) -- (97)
------- ------- -------- -----------
Net loss................................. $(2,116) $(2,020) $(28,184) $ (32,320)
======= ======= ======== ===========
Basic and diluted loss per common
share ................................. $ (1.32)
===========
Number of shares used in computing basic
and diluted loss per share (5)......... 24,425,778
===========
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
combined
condensed financial statements are integral parts of this statement.

23
<PAGE> 28

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS

Nine Months ended September 30, 1999

<S> <C> <C> <C> <C>
Revenue.................................. $ 4,819 $ 9,255 $ (169)(3) $ 13,905
Cost of revenue.......................... 1,862 6,842 (169)(3) 8,535
------- ------- -------- -----------
Gross profit............................. 2,957 2,413 -- 5,370
Operating expenses:
Sales and marketing.................... 3,618 2,646 -- 6,264
Product and technology development..... 641 405 -- 1,046
General and administrative............. 2,692 1,697 -- 4,389
Amortization of goodwill
and intangibles..................... -- -- 21,138(4) 21,138
------- ------- -------- -----------
Total operating expenses................. 6,951 4,748 21,138 32,837
Loss from operations..................... (3,994) (2,335) (21,138) (27,467)
Other income (expense):
Interest income........................ 14 8 -- 22
Interest expense....................... (2) (134) -- (136)
------- ------- -------- -----------
Net loss................................. $(3,982) $(2,461) $(21,138) $ (27,581)
======= ======= ======== ===========
Basic and diluted loss per common
share.................................. $ (1.07)
===========
Number of shares used in computing basic
and diluted loss per share(5).......... 25,803,792
===========
</TABLE>

The accompanying notes and management's assumptions to the unaudited pro forma
combined
condensed financial statements are integral parts of this statement.

24
<PAGE> 29

REAL MEDIA, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED
CONDENSED FINANCIAL INFORMATION

1. The issuance of 16,126,525 shares of Real Media's common stock and 450,000
shares of Real Media's Series A Convertible Preferred Stock in exchange for
(i) all of the outstanding shares of Real Media Europe Holding's common
stock, (ii) the conversion of a $1.0 million note payable and (iii) the
contribution to capital of $9.0 million.

<TABLE>
<S> <C> <C>
Value of shares issued...................................... $95,812,000
Cash received............................................... (9,000,000)
Conversion of notes......................................... (1,000,000)
Transaction costs........................................... 100,000
-----------
Total acquisition costs..................................... 85,912,000
Less net tangible assets acquired:
Real Media Europe's net tangible assets as of September
30, 1999............................................... $(5,626,000)
Notes payable to PubliGroupe contributed to capital....... 6,317,000
Inter-company balances due to PubliGroupe contributed to
capital................................................ 564,000
Capital contribution commitment........................... 103,000
-----------
Real Media Europe's net tangible assets acquired............ 1,358,000
-----------
Excess of cost over net tangible assets acquired............ $84,554,000
===========
</TABLE>

We have made a preliminary allocation to intangible assets of costs in excess
of the net tangible assets acquired. Real Media Europe's historical tangible
assets and liabilities are estimated to approximate fair value. However, there
can be no assurance that the actual allocation will not differ significantly
from the pro forma allocation.

2. Reflects the elimination of inter-company balances.

3. Reflects the elimination of inter-company revenue and expenses.

4. Reflects amortization of costs in excess of the net tangible assets acquired
in the business combination by use of the straight-line method over three
years.

5. The weighted average common shares outstanding used to calculate pro forma
loss per common share assumes the issuance of 16,126,525 shares of Real
Media's common stock and 450,000 shares of Real Media's common stock issuable
upon the conversion of Real Media's Series A Convertible Preferred Stock,
which will be issued in connection with the business combination, as if such
shares were outstanding from the beginning of the periods presented.

25
<PAGE> 30

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The historical information discussed below is derived from the audited
financial statements of the separate operations of Real Media, Inc. and Real
Media Europe for each of the periods presented. You should refer to the
unaudited pro forma combined condensed financial statements and related notes
for information regarding our operations on a consolidated basis.

OVERVIEW

Real Media is a global provider of comprehensive Internet advertising
solutions for web sites and advertisers. We provide brand-focused ad sales
representation, technology for planning and delivery of Internet advertising,
and media and marketing services to web sites and advertisers.

Real Media, Inc. was incorporated in May 1995 in Delaware. Following its
founding, Real Media, Inc. began developing its ad management software
technology, OAS, and creating its web site portfolio strategy. In 1995, Real
Media, Inc. had no revenue, and the costs of its initial activities were paid
directly by its founding stockholders. In 1996, Real Media, Inc. began to market
its products and services in the United States.

Real Media Europe comprises businesses that commenced operations in
February 1996, when PubliGroupe established an online advertising business in
Switzerland. In December 1996, PubliGroupe entered into technology licensing and
joint marketing agreements with Real Media, Inc. to develop an Internet ad sales
representation business in Europe and began offering OAS to its customers in
Europe. Throughout 1997 and 1998, the European operations expanded with the
establishment of offices located in Germany, the United Kingdom and France.

In December 1996, PubliGroupe made its initial equity investment in Real
Media, Inc., concurrent with entering into the technology licensing and joint
marketing agreements noted above. PubliGroupe made subsequent equity investments
in Real Media, Inc. in June 1997 and March 1999. Advance Internet made its
initial equity investment in Real Media, Inc. in April 1998 and made subsequent
investments in March and August 1999.

In August 1999, in connection with discussions regarding a potential
business combination and to provide working capital to Real Media, Inc.,
PubliGroupe entered into a commitment to lend Real Media, Inc. $10.0 million to
be evidenced by promissory notes convertible into common stock of Real Media,
Inc. upon the completion of the business combination. Under this commitment,
Real Media, Inc. borrowed $8.4 million as of January 31, 2000 and expects to
borrow the remaining $1.6 million on or before the completion of the business
combination. On February 8, 2000, Real Media, Inc. and PubliGroupe finalized
their agreement regarding the business combination. Under this agreement,
PubliGroupe will transfer to Real Media, Inc.:

- All of the stock of Real Media Europe's holding company. The holding
company owns 100% of Real Media SARL, Real Media Deutschland GmbH, Real
Media Holding (UK) Ltd. and Real Media (UK) Ltd, which conduct our
business in France, Germany and the United Kingdom, respectively. The
holding company also owns 100% of Real Media Technology S.A., which
provides technical support to our European operations, and 49% of Real
Media S.A., which conducts our business in Switzerland.

- Real Media Limited, which conducts our business in Hong Kong.

- Real Media Pte Ltd., which conducts our business in Singapore.

In exchange for the transfer of the stock of Real Media Europe's holding company
and the $10.0 million borrowed by Real Media, Inc. from PubliGroupe, Real Media,
Inc. will issue to PubliGroupe 16,126,525 shares of common stock and 450,000
shares of Series A Convertible Preferred Stock. The preferred stock will convert
into 450,000 shares of our common stock immediately upon the completion of this
offering. Real Media, Inc. will pay PubliGroupe $10.00 in exchange for the stock
of Real Media Limited and Real

26
<PAGE> 31

Media Pte Ltd. Immediately after this offering, PubliGroupe will own
approximately % of the issued and outstanding common stock of Real Media, Inc.
See "Related Party Transactions -- Business Combination with Real Media Europe."

Following the business combination, we will initially own a 49% interest in
Real Media S.A. We have an option to acquire the remaining interest of that
company from PubliGroupe, which we intend to exercise in 2000. In addition,
PubliGroupe will have the option to sell to us the remaining interest in Real
Media S.A. We will consolidate the results of operations of Real Media S.A.,
recognizing 100% of the revenue and the losses but only 49% of the profits, if
any, of that company until we acquire PubliGroupe's 51% interest. See "Related
Party Transactions -- Business Combination with Real Media Europe."

The business combination will be accounted for as a purchase of Real Media
Europe's holding company by Real Media, Inc. and will create approximately $84.6
million of goodwill and intangibles to be amortized on the straight-line basis
over three years.

We currently generate revenue from ad sales, the sale or license of OAS and
related products, and media and marketing services. To date, we have generated
an insignificant amount of revenue directly attributable to media and marketing
services, but we expect the related revenue to increase as a percentage of our
total revenue. For the nine months ended September 30, 1999, virtually all of
our revenue was generated by sales in the United States, France, Germany,
Switzerland and the United Kingdom. We sell the advertising space of Excite in
France and Germany, which accounted for 14.8% and 12.8% of our pro forma
combined revenue for the year ended December 31, 1998 and the nine months ended
September 30, 1999 respectively.

Advertising revenue is derived from advertisers who place ads on the web
sites in the Real Media Network on a purchase order basis, net of any
commissions paid to ad agencies representing the advertisers. The cost to
advertisers of placing ads is generally determined on a cost per thousand ads
delivered basis. Ad sales revenue is recognized in the period in which the
advertisement is delivered to the web sites, provided that no significant
obligations remain to be performed. We bill and collect the amounts from the
advertisers or ad agencies. We bear the risk of loss from the non-collection of
fees payable from advertisers for ads sold. We purchase ad space from web sites
and include the cost of this space in "cost of revenue."

Technology revenue is composed of revenue from software licensing and
maintenance and support revenue. Revenue from software licensing agreements is
recognized upon delivery of the software when collection is probable, all
license payments are due within one year, and the license fee is fixed and
determinable. Revenue from maintenance and support services is recognized
ratably over the lives of the maintenance agreements, which typically do not
exceed one year. Maintenance and support revenue received in advance of the
related services is recorded as deferred revenue. Expenses related to
maintenance and support revenue are primarily payroll costs incurred to deliver,
modify and support the software. These expenses are included in cost of revenue.

Pricing for our Internet advertising and technology solution is based on a
standard price list and is also influenced by whether the customer purchases
more than one of the products and services that compose our solution.

Sales and marketing expenses are composed primarily of salaries and
benefits expenses, including commissions, for sales and marketing staff and also
include sales support, travel, advertising, trade show costs and marketing
materials costs.

Product and technology expenses consist primarily of salaries and benefits
for all technical and engineering staff, and consulting fees. Salaries and
benefits for maintenance and support staff are included in cost of revenue.

General and administrative expenses consist primarily of salaries and
benefits for all other staff, professional fees, facilities and general office
expenses.

27
<PAGE> 32

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998

Revenue

Real Media, Inc.'s revenue was $4.8 million for the nine months ended
September 30, 1999, a 239% increase from $1.4 million in the comparable prior
period. This increase in revenue was primarily attributable to growth in
technology revenue, resulting from a greater number of OAS licenses sold, at
higher average prices, and higher maintenance and support revenue, due to a
larger installed base of web site licensees contracting for such services.
Increased advertising revenue, resulting from an increase in the number of
advertisers and ads delivered, also contributed to our growth, but to a lesser
extent. It is expected that growth in advertising revenue will outpace growth in
technology revenue in the fourth quarter of 1999 and in 2000.

Real Media Europe's revenue was $9.3 million for the nine months ended
September 30, 1999, a 187% increase from $3.2 million in the comparable prior
period. This increase in revenue was primarily attributable to higher
advertising sales, resulting from an increase in the number of advertisers and
ads delivered. Technology revenue also increased during the period, but at a
slower rate, and had a lesser impact in absolute terms.

Gross Profit

Real Media, Inc.'s gross profit was $3.0 million and $770,000, or 61% and
54% of revenue, for the nine months ended September 30, 1999 and 1998,
respectively. Gross profit margin increased because higher margin technology
sales accounted for a greater proportion of revenue generated in the nine months
ended September 30, 1999. It is anticipated that gross profit margin percentages
will decline for the foreseeable future as advertising sales growth begins to
exceed technology sales growth.

Real Media Europe's gross profit was $2.4 million and $896,000, or 26% and
28% of revenue, for the nine months ended September 30, 1999 and 1998,
respectively. This decrease in gross profit margin was primarily due to the
rapid growth of lower margin advertising sales relative to technology sales
growth.

Operating Expenses

Sales and Marketing. Real Media, Inc.'s sales and marketing expenses were
$3.6 million for the nine months ended September 30, 1999, a 309% increase from
$885,000 in the comparable prior period. This increase in sales and marketing
expenses reflects the additional salary, benefits and commission expenses
incurred with the expansion of the sales force, the hiring of additional
marketing and sales support personnel and greater advertising expenditures
incurred in connection with a major brand awareness campaign that began in
September 1999. Additional increases in staffing and advertising expenditures
will continue in the fourth quarter of 1999 and in 2000.

Real Media Europe's sales and marketing expenses were $2.6 million for the
nine months ended September 30, 1999, a 96% increase from $1.3 million in the
comparable prior period. This increase in sales and marketing expenses reflects
the additional salary, benefits and commission expenses incurred with the
expansion of the sales force, the hiring of additional marketing personnel and
greater advertising expenditures. It is anticipated that advertising expenses,
which have been lower in Europe than in the United States due to better brand
recognition and less competition, will grow substantially in 2000 as Real Media
Europe enters new markets.

Product and Technology Development. Real Media, Inc.'s product and
technology development expenses were $641,000 for the nine months ended
September 30, 1999, a 52% increase from $421,000 in the comparable prior period.
This increase in product and technology development expenses was principally due
to the hiring of software engineering personnel to develop enhanced features
incorporated into new releases of OAS. Compensation expense for additional
research and development, product enhancement and quality assurance personnel is
expected to increase significantly in 2000.

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<PAGE> 33

Real Media Europe relied on the product development efforts of Real Media,
Inc., licensing its technology from Real Media, Inc. for sale or licensing to
web sites in Europe. Real Media Europe maintained a small technology team to
provide customized solutions of OAS. The related costs of the team were $405,000
in the nine months ended September 30, 1999, an 80% increase from $225,000 in
the comparable prior period. This increase in product and technology development
expenses was principally due to the hiring of additional personnel to serve a
growing installed customer base.

General and Administrative. Real Media, Inc.'s general and administrative
expenses were $2.7 million for the nine months ended September 30, 1999, a 263%
increase from $741,000 in the comparable prior period. This increase in general
and administrative expenses was primarily related to increased personnel,
professional fees and facilities expenses necessary to support growth, including
the opening of a Miami office to service Latin America. General and
administrative expenses are expected to continue to increase as a result of
hiring additional senior management, accounting and MIS personnel and from
additional facilities and infrastructure costs to support the growth of Real
Media, Inc.'s business and operations as a public company.

Real Media Europe's general and administrative expenses were $1.7 million
for the nine months ended September 30, 1999, a 70% increase from $1.0 million
in the comparable prior period. This increase in general and administrative
expenses was primarily related to increased personnel and other expenses
associated with increased activity levels. These costs are expected to continue
to increase to support the growth of the European businesses and expansion into
new markets in Austria, Italy, the Netherlands, Spain and Sweden, and as Real
Media Europe begins to perform in-house administrative functions that were
previously performed by PubliGroupe.

Income taxes

No income tax benefits were recorded for either of the periods presented.

YEARS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997

Revenue

Real Media, Inc.'s revenue was $2.1 million for the year ended December 31,
1998, a 280% increase from $553,000 in the prior year. This increase in revenue
was due to growth in both advertising and technology revenue. Increases in the
number of advertisers and ads delivered drove growth in advertising revenue.
Technology revenue growth was driven by an increase in the number of OAS
licenses sold, at higher average prices, and higher maintenance and support
revenue, due to a larger installed base of web site licensees contracting for
such services.

Real Media Europe's revenue was $5.4 million for the year ended December
31, 1998, a 488% increase from $925,000 in the prior year. This increase in
revenue was primarily attributable to higher advertising sales, stemming from
the launching of Real Media France in January 1998, and more significant
contributions from operations in the United Kingdom and Germany, which did not
begin to generate revenue until the fourth quarter of 1997. Technology revenue
increased at a faster rate but was smaller on an absolute basis.

Gross Profit

Real Media Inc.'s gross profit was $1.2 million and $218,000, or 59% and
39% of revenue, for the years ended December 31, 1998 and 1997, respectively.
Gross profit margin increased because higher margin technology sales accounted
for a greater proportion of revenue generated in the year ended December 31,
1998.

Real Media Europe's gross profit was $1.8 million and $174,000, or 32% and
19% of revenue, for the years ended December 31, 1998 and 1997, respectively.
Gross profit margin increased because higher margin technology sales accounted
for a greater proportion of revenue generated in the year ended December 31,
1998.

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<PAGE> 34

Operating Expenses

Sales and Marketing. Real Media, Inc.'s sales and marketing expenses were
$1.7 million for the year ended December 31, 1998, a 77% increase from $973,000
in the prior year. This increase in sales and marketing expenses primarily
reflects an increase in advertising expenditures, as well as the hiring of new
sales and marketing personnel and related costs such as travel and
entertainment.

Real Media Europe's sales and marketing expenses were $2.0 million for the
year ended December 31, 1998, a 174% increase from $730,000 in the prior year.
This increase in sales and marketing expenses was primarily a result of
increased sales and marketing personnel costs as Real Media Europe opened a new
office in Paris, and to a lesser extent, increased advertising expenditures, as
Real Media Europe entered new markets.

Product and Technology Development. Real Media, Inc.'s product and
technology development expenses were $543,000 for the year ended December 31,
1998, a 27% increase from $428,000 in the prior year. This increase in product
and technology development expenses was principally due to the hiring of
additional personnel and related costs.

Real Media Europe's product and technology development expenses were
$312,000 for the year ended December 31, 1998, a 327% increase from $73,000 in
the prior year. The increase in product and technology development expenses was
attributable to higher salary, benefits and related expenses incurred in the
expansion of the European technology team.

General and Administrative. Real Media, Inc.'s general and administrative
expenses were $1.1 million for the year ended December 31, 1998, an 89% increase
from $596,000 in the prior year. This increase in general and administrative
expenses was primarily related to increases in personnel, facilities and general
office expenses relating to Real Media, Inc.'s growth, including a full year of
operation for the San Francisco office, which was opened in the fourth quarter
of 1997.

Real Media Europe's general and administrative expenses were $1.4 million
for the year ended December 31, 1998, a 130% increase from $612,000 in the prior
year. This increase in general and administrative expenses was primarily related
to the first full year of Real Media Europe's operations in France, Germany and
the United Kingdom.

Income taxes

No income tax benefits were recorded for either of the periods presented.

YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996

Revenue

Real Media, Inc.'s revenue was $553,000 for the year ended December 31,
1997, a 495% increase from $93,000 in the prior year. This increase in revenue
was primarily attributable to increased advertising revenue and the initial
sales of OAS.

Real Media Europe's revenue was $925,000 for the year ended December 31,
1997, a 220% increase from $289,000 in the prior year. This increase in revenue
was primarily attributable to increased advertising revenue and the initial
sales of OAS in Europe pursuant to a technology licensing agreement between
PubliGroupe and Real Media, Inc., as well as the commencement of operations in
Germany in the fourth quarter of 1997.

Gross Profit

Real Media, Inc.'s gross profit was $218,000 and $21,000, or 39% and 23% of
revenue, for the years ended December 31, 1997 and 1996, respectively. This
increase in gross profit margin was due to the commencement of higher margin
technology sales in 1997.

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<PAGE> 35

Real Media Europe's gross profit (loss) was $174,000 and $(46,000), or 19%
and (16)% of revenue, for the years ended December 31, 1997 and 1996,
respectively. This increase in gross profit margin resulted from a lower
proportion of revenue from ad sales being paid to web sites as well as the
commencement of technology sales, with their inherently higher profit margins.

Operating Expenses

Sales and Marketing. Real Media, Inc.'s sales and marketing expenses for
the year ended December 31, 1997 were $973,000, a 595% increase from $140,000 in
the prior year. This increase in sales and marketing expenses reflected the
additional salary, benefits and related expenses incurred in establishing its
sales force.

Real Media Europe's sales and marketing expenses were $730,000 for the year
ended December 31, 1997, a 148% increase from $294,000 in the prior year. This
was primarily due to an increase in sales and marketing personnel in Switzerland
and the initial marketing efforts in Germany and the United Kingdom in the
fourth quarter of 1997.

Product and Technology Development. Real Media, Inc.'s product and
technology development expenses were $428,000 for the year ended December 31,
1997, a 602% increase from $61,000 in the prior year. This increase in product
and technology development expenses was principally due to the hiring of
additional engineering personnel.

In 1997, Real Media Europe began hiring its first technology personnel
after PubliGroupe entered into a technology licensing agreement with Real Media,
Inc. in December 1996, thus accounting for its initial technology development
costs incurred, in the amount of $73,000 in 1997.

General and Administrative. Real Media, Inc.'s general and administrative
expenses were $596,000 for the year ended December 31, 1997, a 106% increase
from $290,000 in the prior year. This increase in general and administrative
expenses was primarily related to increased hiring and general office expenses.

Real Media Europe's general and administrative expenses were $612,000 for
the year ended December 31, 1997, a 70% increase from $360,000 in the prior
year. This increase was primarily due to the costs of additional administrative
personnel hired to support the planned expansion into new markets, including
Germany, France and the United Kingdom.

Income taxes

No income tax benefits were recorded for either of the periods presented.

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<PAGE> 36

PRO FORMA COMBINED CONDENSED QUARTERLY RESULTS OF OPERATIONS

The following tables set forth unaudited pro forma combined condensed
quarterly results of operations for the periods indicated in dollars and as a
percentage of revenue. The pro forma information reflects the business
combination of Real Media, Inc. and Real Media Europe as if it were completed on
January 1, 1998. Goodwill and other intangibles are being amortized over three
years. In the opinion of management, this information has been prepared on the
same basis as the audited financial statements appearing elsewhere in this
prospectus, and all necessary adjustments, consisting only of normal recurring
adjustments, have been included in the amounts stated below to present fairly
the unaudited pro forma consolidated quarterly results of operations. The
quarterly data should be read in conjunction with the audited financial
statements of Real Media, Inc., the audited combined financial statements of
Real Media Europe and the notes to the financial statements appearing elsewhere
in this prospectus.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30,
1998 1998 1998 1998 1999 1999 1999
-------- -------- --------- -------- -------- -------- ---------
(IN THOUSANDS, EXCEPT AS A PERCENTAGE OF REVENUE)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue............................ $ 1,143 $ 1,745 $ 1,729 $ 2,845 $ 3,368 $ 4,737 $ 5,800
Cost of revenue.................... 811 1,079 1,061 1,524 1,893 3,044 3,598
------- ------- ------- ------- ------- ------- --------
Gross profit....................... 332 666 668 1,321 1,475 1,693 2,202
Operating expenses:
Sales and marketing.............. 540 846 847 1,487 1,383 1,653 3,228
Product and technology
development.................... 178 232 236 209 276 357 413
General and administrative....... 449 669 624 789 1,331 1,341 1,717
Amortization of goodwill and
intangibles.................... 7,046 7,046 7,046 7,046 7,046 7,046 7,046
------- ------- ------- ------- ------- ------- --------
Total operating expenses........... 8,213 8,793 8,753 9,531 10,036 10,397 12,404
------- ------- ------- ------- ------- ------- --------
Loss from operations............... (7,881) (8,127) (8,085) (8,210) (8,561) (8,704) (10,202)
Interest income (expense), net..... (27) 23 25 (38) (33) (34) (47)
------- ------- ------- ------- ------- ------- --------
Net loss........................... $(7,908) $(8,104) $(8,060) $(8,248) $(8,594) $(8,738) $(10,249)
======= ======= ======= ======= ======= ======= ========
Revenue............................ 100% 100% 100% 100% 100% 100% 100%
Cost of revenue.................... 71 62 61 54 56 64 62
------- ------- ------- ------- ------- ------- --------
Gross profit....................... 29 38 39 46 44 36 38
Operating expenses:
Sales and marketing.............. 47 48 49 52 41 35 56
Product and technology
development.................... 16 13 14 7 8 8 7
General and administrative....... 39 38 36 28 40 28 30
Amortization of goodwill and
intangibles.................... 617 404 407 248 209 148 121
------- ------- ------- ------- ------- ------- --------
Total operating expenses........... 719 503 506 335 298 219 214
------- ------- ------- ------- ------- ------- --------
Loss from operations............... (690) (465) (467) (289) (254) (183) (176)
Interest income (expense), net..... (2) 1 1 (1) (1) (1) (1)
------- ------- ------- ------- ------- ------- --------
Net loss........................... (692)% (464)% (466)% (290)% (255)% (184)% (177)%
======= ======= ======= ======= ======= ======= ========
</TABLE>

Our revenue increased during each quarter of 1999, rising by 41% from the
first quarter to the second quarter and by 22% from the second quarter to the
third quarter. During 1998, revenue did not increase between the second quarter
and the third quarter due to a seasonal slowdown in European sales. Between the
second quarter and the third quarter of 1999, the revenue growth rate was
adversely impacted by the seasonal slowdown in Europe.

Gross profit increased in all quarters in 1998 and 1999. Over this period,
gross profit as a percentage of revenue fluctuated due to changes in the mix of
revenues between advertising and technology sales.

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<PAGE> 37

Increases in total operating expenses were due primarily to an increase in
salaries and benefits resulting from increased hiring of sales and marketing,
technical and administrative personnel required to sustain our growth and
develop our infrastructure for future growth.

SEASONALITY

Our advertising revenue has historically been, and we expect it to continue
to be, subject to seasonal fluctuations because advertisers generally place
fewer advertisements during the first and third quarters of each year.
Seasonality is more pronounced in Europe than in the United States. In Europe,
the third quarter is typically substantially weaker than the fourth quarter, and
often equal to or slightly lower than the second quarter. If as expected,
advertising revenue increases at a faster pace than our technology revenue,
these seasonal fluctuations may become more significant. Additionally,
expenditures by advertisers tend to be cyclical, reflecting overall economic
conditions, as well as budgeting and buying patterns.

LIQUIDITY AND CAPITAL RESOURCES

Real Media, Inc.

From 1996 through September 30, 1999, Real Media, Inc. has financed its
operations through a combination of private placements of equity, debt and
convertible debt to its two major stockholders, PubliGroupe and Advance
Internet. Real Media, Inc. has used the net proceeds from these financings,
totaling approximately $9.4 million, to develop and market its Internet
advertising solutions, to hire additional personnel, and for general corporate
purposes related to the expansion of the business.

Net cash used by Real Media, Inc.'s operating activities for the nine month
period ended September 30, 1999 was $4.4 million. Net cash used by operating
activities was $2.1 million, $1.6 million and $365,000 for the years ended
December 31, 1998, 1997 and 1996, respectively. Cash used for the nine months
ended September 30, 1999 resulted primarily from net losses and increases in
accounts receivable partially offset by increases in accounts payable and other
current liabilities. Cash used from operating activities for the three prior
years resulted primarily from net losses.

Net cash used by Real Media, Inc.'s investing activities in the nine months
ended September 30, 1999 was $385,000, consisting of purchases of property and
equipment. Similar purchases account for the cash used in investing activities
of $73,000, $80,000 and $44,000 in the years ended December 31, 1998, 1997 and
1996, respectively.

Net cash provided by Real Media, Inc.'s financing activities during the
nine month period ended September 30, 1999 totaled $4.5 million, and consisted
of two private equity placements aggregating $3.5 million and a convertible debt
issuance of $1.0 million. See "-- Overview." Net cash provided by financing
activities in 1998 was $2.7 million, consisting of a $3.0 million private equity
placement and the issuance of stockholder notes in the amount of $225,000,
offset by the repayment of stockholder notes of $508,000. In 1997, Real Media,
Inc. raised a total of $1.2 million through the issuance of common stock
($330,000) and stockholder notes ($834,000). In 1996, Real Media, Inc. completed
its first private equity placement of $1.0 million. From 1996 through September
30, 1999, Real Media, Inc. incurred interest expense of approximately $67,000 on
amounts due to PubliGroupe.

Real Media Europe

Real Media Europe has been funded solely by loans and equity contributions
by PubliGroupe. From 1996 through September 30, 1999, Real Media Europe has
received net proceeds of approximately $7.1 million to launch, develop and
operate offices in Switzerland, Germany, the United Kingdom and France.

Net cash used by Real Media Europe's operating activities for the nine
month period ended September 30, 1999 was $1.7 million. Net cash used by
operating activities was $1.7 million, $1.4 million and $616,000 for the years
ended December 31, 1998, 1997 and 1996, respectively. Cash used for all

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<PAGE> 38

periods resulted primarily from net losses and increases in accounts receivable
partially offset by increases in accounts payable and other current liabilities.

Net cash used in investing activities in the nine months ended September
30, 1999 was $414,000, consisting of purchases of property and equipment.
Similar purchases account for the cash used in investing activities of $283,000,
$156,000 and $78,000 in the years ended December 31, 1998, 1997 and 1996,
respectively.

Net cash provided by financing activities during the nine month period
ended September 30, 1999 totaled $2.6 million and consisted of advances from
PubliGroupe. Net cash provided by financing activities in 1998 was $2.1 million,
consisting of a capital contribution from PubliGroupe of $170,000 and loans from
PubliGroupe of $1.9 million. In 1997, Real Media Europe received $1.6 million in
financing from PubliGroupe, consisting of $531,000 in capital contributions and
$1.1 million in borrowings. During 1996, PubliGroupe advanced $694,000. From
1996 through September 30, 1999, Real Media Europe incurred interest expense of
approximately $226,000 on amounts due to PubliGroupe.

Consolidated Real Media

We currently anticipate that we will experience significant growth in
operating expenses worldwide for the foreseeable future and that these operating
expenses will be a material use of our cash resources. We currently have
commitments relating to recent acquisitions that total approximately $1.5
million through December 31, 2000, and we expect to incur an increase in capital
expenditures consistent with our anticipated growth in operations,
infrastructure and personnel. We expect funding for our continued expansion to
come from the remaining $1.6 million of the $10.0 million convertible debt
commitment outstanding from PubliGroupe and the proceeds from this offering. We
believe that the net proceeds of this offering, together with our existing cash
and the remaining proceeds of the convertible debt, will be sufficient to meet
our anticipated cash needs for working capital, repayment of debt and capital
expenditures for at least the next twelve months.

RECENT ACCOUNTING PRONOUNCEMENTS

We do not expect the adoption of any recently issued accounting
pronouncements to have a significant impact on our net results of operations,
financial position or cash flows.

CURRENCY HEDGING INSTRUMENTS

We transact business in various currencies. Accordingly, we are subject to
exposure from adverse movements in currency exchange rates. This exposure is
primarily related to revenues and operating expenses in several European
countries denominated in the respective local currency. However, we currently
have no hedging contracts outstanding.

We currently do not use financial instruments to hedge operating expenses
in any of the countries in which we operate. Instead, we believe that a natural
partial hedge exists, because local currency revenues will substantially offset
the operating expenses denominated in the respective local currency. We assess
the need to utilize financial instruments to hedge currency exposures on an
ongoing basis.

We do not use derivative financial instruments for speculative trading
purposes, nor do we hedge our foreign currency exposure in a manner that offsets
the effects of changes in exchange rates. See "Risk Factors -- Risks Relating to
Real Media -- We face risks associated with our international operations and
plans for expansion."

YEAR 2000 COMPLIANCE

Many currently installed computer systems and software products only accept
two digits to identify the year in any date. Therefore, the year 2000 will
appear as "00," which the system or software may consider to be the year 1900
rather than the year 2000. The failure of any computer systems or software to be
Year 2000 compliant could result in system failures, delays or miscalculations.

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<PAGE> 39

In the ordinary course of our business, we have evaluated the internally
developed software included in our ad management technology, and believe that
this software is generally Year 2000 compliant, meaning that the use or
occurrence of dates on or after January 1, 2000 will not materially affect the
performance of this software or the ability of this software to correctly
create, store, process and output data involving dates. To date, we have not
received any Year 2000 related claims regarding our services.

We do not believe we have significant Year 2000 issues within our systems
or services. Because we believe we are Year 2000 compliant, we have not engaged
any third parties to independently verify our Year 2000 readiness, nor have we
assessed potential costs associated with Year 2000 risks or made any contingency
plans to address these risks. Although we have not discovered any material Year
2000 problems with our internal information technology to date, we may in the
future.

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BUSINESS

Our comprehensive solutions consist of three complementary components:

Media and Marketing Services. We offer a suite of media and marketing
services to web sites that include user base analysis and profiling tools, as
well as consulting and other services.

OUR RELATIONSHIP WITH PUBLIGROUPE

We maintain a strong strategic relationship with our principal stockholder,
PubliGroupe, a leading seller of print advertising throughout the world, with
approximately $1.5 billion in revenue in 1998 and a 100-year history of media
representation. As we expand globally, we intend to continue to take advantage
of PubliGroupe's relationships with publishers, media buyers and advertisers,
and its extensive infrastructure in and operating knowledge of local markets
worldwide. Our relationship with PubliGroupe also provides cross-promotional
marketing opportunities, such as jointly planned and executed ad campaigns that
use both print and online media.

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<PAGE> 41

its Internet advertising operation in Switzerland. Immediately after this
offering, PubliGroupe will own approximately % of the issued and outstanding
common stock of Real Media, Inc. See "Related Party Transactions -- Business
Combination with Real Media Europe."

Simultaneously with the business combination, PubliGroupe, Advance Internet
and our five founders will enter into a stockholders voting agreement. The
stockholders voting agreement will establish the composition of our board of
directors, prescribe voting requirements for PubliGroupe with respect to
important corporate decisions and place limits on transfers of shares of our
stock held by the parties. Under this agreement, PubliGroupe will agree to vote
all of the shares that it holds in excess of one-third of our outstanding common
stock in accordance with the recommendation of the majority of our board of
directors on any matter submitted to the stockholders of Real Media for their
vote. This limitation on voting rights will not apply to votes on many change of
control events involving Real Media, such as mergers and other forms of business
combinations. See "Related Party Transactions -- Stockholders Voting Agreement."
When we consummate the business combination, we will also enter into several
other agreements with PubliGroupe described under "Related Party Transactions."

INDUSTRY BACKGROUND

THE EMERGENCE OF GLOBAL INTERNET ADVERTISING

The Internet has rapidly emerged as an important medium for facilitating
communication, disseminating information and conducting commerce. Growth in the
number of Internet users is expected to continue as new technologies are
developed and adopted, as web access and bandwidth increase, and as Internet
content improves and becomes more dynamic. International Data Corporation
estimates that the number of worldwide Internet users will grow from about 142
million in 1998 to approximately 502 million in 2003. The percentage of these
users residing outside the United States is also expected to increase, growing
from approximately 56% in 1998 to approximately 65% in 2003.

As the number of people using the Internet worldwide grows, advertisers are
predicted to increase spending on online advertising. Forrester Research
projects that total worldwide online advertising expenditures will grow from an
estimated $3.3 billion in 1999 to $33.1 billion in 2004 and that a portion of
this increase will come from offline budgets. Moreover, Forrester Research
predicts that the largest area of growth for online advertising will occur
outside the United States; non-U.S. online advertising expenditures are expected
to grow from 16% of the total in 1999 to 33% in 2004. The Direct Marketing
Association expects that worldwide expenditures for online direct marketing will
grow from approximately $603 million in 1998 to approximately $5.3 billion in
2003.

We believe that increasing acceptance of the Internet as an advertising
medium, combined with further advances in technology, will lead to new forms of
interactive advertising delivered across emerging platforms such as digital
television and wireless communication devices. In particular, Forrester Research
estimates that advertising revenue via interactive television, which brings
together traditional broadcast content with interactive content and
advertisements, will reach $9.4 billion by 2004.

ADVANTAGES OF INTERNET ADVERTISING OVER TRADITIONAL MEDIA

The interactive nature of the Internet offers advertisers several distinct
advantages over traditional media such as television, radio and print. Internet
users communicate with web sites in multiple ways, such as registering for the
sites, requesting information and purchasing goods or services. Internet
technologies enable sites to capture the data generated by this interaction,
which may include user demographics and preferences as well as transactional
data. Analyzing this data permits web sites to better understand the
characteristics of their user base and communicate this detailed information to
advertisers, providing several advantages:

Ability to Target Specific/Individual Audiences. Internet technologies
enable the separate delivery of content and advertisements to each individual
web browser, allowing different users to view the same web page at the same time
while receiving different ads. As a result, sites that can identify individuals
and gather information through user interaction with the site can offer
advertisers the ability to target or personalize their messages to specific
audiences or individuals.

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Ability to Track and Measure Advertising Effectiveness. Increasingly
sophisticated ad management technology enables sites to track and measure the
effectiveness of ad campaigns as they are running; in traditional media,
advertisers receive general reports at the conclusion of a campaign. The ability
to receive continuous campaign feedback enables advertisers and direct marketers
to refine campaigns in "real time" according to actual customer behavior or
product availability.

Greater Cost-Effectiveness. Internet advertising campaigns tend to be more
cost-effective than similar types of traditional media campaigns because
advertisers can better target their messages to individuals, modify campaigns as
they are delivered and pay less, in general, to reach a similar audience size.
Additionally, the Internet allows advertisers to more efficiently deliver
campaigns in local markets worldwide by allowing ads to be delivered
simultaneously to multiple local sites without having to purchase inventory from
each site separately. According to data from the Direct Marketing Association,
each dollar spent during 1998 on Internet advertising generated over $7.50 in
sales, versus $5.00 and $6.25 for television and radio advertising,
respectively.

CHALLENGES OF GLOBAL INTERNET ADVERTISING

While advertising online offers many advantages over traditional
advertising, branded web sites and advertisers face significant challenges in
maximizing the full value of global Internet advertising opportunities.

Challenges for Branded Web Sites

Increasing Ad Sales. Web sites face numerous hurdles in increasing the
sale of their ad inventory, including the time and expense of building an
experienced sales force with national or global coverage, the lack of access to
media buyers at large ad agencies, and the difficulty of implementing the
necessary billing and collections procedures. These challenges can require
significant management attention and resources that could otherwise be devoted
to other aspects of a site's business. As a result, many web sites choose to
outsource their ad sales function to experienced parties that have extensive and
established Internet ad sales organizations and who typically represent a
portfolio or network of many web sites.

Maintaining and Enhancing Brand Value. Several Internet advertising
techniques undermine the ability of web sites to maintain the value of their
brand, which ultimately can negatively impact the rates sites can charge to
advertisers. These techniques include:

- Centralized, Profile-Based Advertising. This technique involves a
third-party ad sales representative selling the ad inventory of
multiple web sites based solely on aggregated user characteristics.
This method places little or no emphasis on the brands of the sites
whose ad inventory is sold. Web sites that permit their ad inventory
to be sold in this manner risk losing pricing power as advertisers
discount the significant value of individual site brands, as well as
user base trust and loyalty.

- Remnant Inventory Sales. Most web sites have significant amounts of
unsold, or remnant, ad inventory. Many web sites put themselves at
risk of diluting their brand value by selling remnant ad inventory to
advertisers at rates that are much lower than the site's published
rates. While providing incremental revenue in the short-term, such
selling may reduce the site's ability to maintain premium pricing over
the long term.

Selecting Appropriate Ad Management Technology. In choosing ad management
technology, web sites must consider the following factors:

- Business Issues: Web sites must determine how important it is for
them to be able to:

-- control the collection and use of user data generated by user
interaction with the web sites' content and advertisements;

-- customize ad targeting, delivery and reporting features to meet
their specific needs; and

-- integrate ad management technology with existing internal systems or
other technologies.

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Local ad management software solutions, which are installed and
operated at web sites, typically offer greater flexibility in
addressing these issues than central serving solutions, which
manage ad delivery and data collection from a remote location.

- Technical Issues: Ad management technologies vary widely in terms
of technical performance. Compared to central serving, local
software solutions generally deliver ads to users at a faster rate,
which can improve user viewing experience and increase the number of
ads delivered. Faster delivery rates typically occur for the
following reasons:

-- ad delivery decisions are made at the site, instead of from a remote
location, reducing communication delays;

-- the number of steps required to deliver an ad is typically lower;
and

-- central serving solutions may suffer from processing bottlenecks
that arise because ad delivery decisions are made simultaneously for
a large number of sites, especially during times of peak user
traffic.

- Total Cost of Ownership: Sites using local software solutions incur
fixed installation and maintenance costs while those that use central
serving solutions typically pay on a per-ad-delivered basis. Local
software solutions allow sites to leverage an infrastructure
investment instead of paying fees each time an ad is delivered. As a
result, purchasing ad management software may cost less over time than
a central serving alternative for sites with high levels of user
traffic.

Realizing Value from Proprietary User Information. User interaction with
web sites generates data that can be gathered and analyzed to better understand
user base characteristics and enable targeted advertising. Sites that collect
user information on their own servers retain access to and control over this
proprietary asset and can capture all of the resulting value generated by using
such data to target advertising on their sites. Web sites may also choose to
rely on central serving or profiling companies to collect user information,
which is then co-owned between the third party and the site and typically
combined by the third party with data from other sites. Once collected, such
information could be used in ways that are competitive to the sites' interests,
such as to enhance targeted direct marketing campaigns on rival sites.

Responding to User Privacy Concerns. Web sites have come under increased
scrutiny with respect to their privacy policies and their handling of user
information. While users typically provide information to web sites through
registration and interaction with content, users may not understand that this
information may be shared with third parties. Legislatures worldwide have
enacted or are considering enacting restrictions on the use of personal
information collected on the Internet. Web sites must be prepared to adapt their
practices to respond to user privacy concerns.

Challenges for Advertisers

Overcoming Internet Audience Fragmentation. Low barriers to entry and
easy-to-use web site authoring software have resulted in a proliferation of web
sites worldwide. eMarketer estimates that there were 3.6 million web sites
worldwide in June 1999. As a result of web site and web user growth, advertisers
are faced with an increasingly complex and fragmented environment in which to
develop and execute their advertising campaigns.

Reaching Consumers in a Trusted, Relevant Environment. As Internet
advertising continues to evolve, advertisers must find ways to reach audiences
in environments that are relevant to individuals' purchasing decisions and
through sites that users are likely to trust.

Obtaining Accurate Information on Ad Campaign Performance. Unlike
traditional broadcast and print media which are delivered to mass audiences,
Internet ads are delivered to individual users. Internet ad campaigns are
usually measured and billed by the number of ad impressions that are delivered
and sometimes by the number of actions that users take, such as clicking on a
banner ad. Accurate and timely measurement of the delivery and performance of ad
campaigns is important to Internet advertisers in determining the
cost-effectiveness of their campaigns.

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THE REAL MEDIA SOLUTION

Real Media provides comprehensive Internet advertising solutions that
emphasize the value of web site brands and user information. Our solutions
consist of three complementary components: the Real Media Network, Open
AdStream(TM) and a suite of media and marketing services. These solutions
benefit web sites and advertisers in the following ways:

THE REAL MEDIA NETWORK

Global Sales Presence. Web sites in the Real Media Network benefit from
our global sales infrastructure consisting of over 70 account executives in 22
offices in 16 countries, as of January 21, 2000. This sales presence and our
knowledge of local and national markets, which is enhanced by the worldwide
relationships of our strategic partner PubliGroupe, permit sites to avoid the
potentially significant cost of building their own national or global sales
forces.

Brand-Focused Sales Approach. Through general ad sales representation or
individual site opportunities such as sponsorships, we sell the value of each
web site's brand and unique audience. Using this approach, we design ad
campaigns that typically run across selected sites that meet an advertiser's
objectives. By emphasizing our sites' brands, we help ensure that advertisers
recognize, and pay for, the full value they receive when placing ads on these
sites.

Overcoming a Fragmented Marketplace through National and Regional
Portfolios. By creating a network of national and regional portfolios of
complementary sites and aggregating their ad inventory, we provide the necessary
scale for these sites to attract the interest of major national and
transnational advertisers. For advertisers and their agencies, our portfolio
approach significantly simplifies the process of planning and executing
advertising campaigns across numerous web sites and multiple geographic markets.

Reaching Large Audiences in Desirable Environments. We design our
portfolios to include several categories of web sites, such as portals and other
general interest content sites, specialized content sites and transnational
sites. This enables advertisers worldwide to reach large,
demographically-desirable audiences in environments that stimulate user trust
and loyalty.

OPEN ADSTREAM(TM)

Comprehensive and Flexible Ad Management Software. OAS provides web sites
with the technology infrastructure to manage all aspects of targeted ad
campaigns, including campaign planning, delivery, measurement and reporting.
Advanced modules in one of our OAS product lines allow web sites to better
manage relationships with advertisers and ad agencies through workplace
automation features that improve the sales, billing and financial management
processes of sites. Many OAS features are customizable, which gives sites
increased flexibility in managing their business and provides competitive
advantages over sites that use a central serving solution.

Exclusive Ownership and Use of User Data. In contrast to most central
serving solutions, OAS enables sites to collect and warehouse user data without
sharing ownership of the information with a third party. Consequently, all value
that is created by analyzing the resulting proprietary user information is
retained exclusively by the site, which helps to preserve the site's brand
value. Moreover, this data may be used to generate user profiles, through
systems such as our audience management solution, to conduct profile-based
marketing on the site.

Superior Performance and Scalability. Because OAS is installed directly on
the web server that delivers content to a user's browser, the time needed to
make and deliver ad decisions is significantly less than with a central serving
solution, which makes the same decisions from a remote location and is therefore
subject to network communication delays. As a result, OAS is capable of serving
more ads per page without significantly increasing the page delivery time. In
addition, OAS's design allows it to maintain its performance levels in
situations where sites experience dramatic increases in user traffic, allowing
sites to maximize potential advertising revenues.

Lower Total Cost of Ownership. While the installation of OAS may require
greater up-front expenditures than using a central serving solution, these costs
and the ongoing maintenance costs are fixed.

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This is in contrast to most central serving solutions, which charge on the basis
of each ad delivered. For web sites whose traffic and advertising revenues are
growing rapidly, a fixed cost solution such as OAS can provide greater operating
leverage and a lower total cost of ownership than a central serving solution.

Adaptable in Response to Privacy Issues. OAS allows web sites to have
flexibility to collect information from users in a manner consistent with the
site's privacy policy. By using a software add-on to OAS called the Privacy
Proxy(TM), sites can also prevent third party ad serving companies from
obtaining data on the site's users.

MEDIA AND MARKETING SERVICES

User Base Analysis and Profiling. Our audience management solution allows
sites to collect registration and other data provided by users and combine it
with information about user browsing activity within their site, which is called
clickstream data, to form the basis of a data warehouse. This information can be
analyzed to develop insights into the characteristics of a site's user base for
purposes of selling more effectively to advertisers. Users may also be
identified and profiled during this interaction with the web site for
simultaneous targeting of advertising and direct marketing campaigns.

Strategic Positioning. Through our consulting services, we advise web
sites on how to increase awareness of their site, increase site traffic, and
enhance the aesthetic appeal and navigability of the site. We also offer a range
of additional consulting, training and other services, which increases our
ability to maintain strong web site relationships.

STRATEGY

Our objective is to be the leading global provider of comprehensive
Internet advertising solutions. We will continue to focus on providing branded
web sites with products and services that help them maximize revenue from
Internet advertising by emphasizing the value of their brands and user
information. In executing our strategy, we intend to actively promote our
brand-focused approach to both web sites and advertisers.

The key elements of our strategy are to:

Expand Operations in Existing Global Markets and Extend into New
Markets. Our global expansion strategy is to develop long-term relationships
with web sites that have strong brand identities in their national and local
markets by (1) establishing an early presence in targeted national markets; (2)
employing experienced local management; and (3) leveraging PubliGroupe's local
knowledge and contacts. We have built what we believe is a market-leading
position in Europe by executing this strategy in Switzerland, Germany, France
and the United Kingdom. We have also built an active local and national presence
in 12 other markets throughout Europe, North America, Latin America,
Asia/Pacific and Africa.

Add Selected Sites to our Portfolios. Our portfolio strategy is to
represent the best possible collection of web site brands in national or
regional markets with significant or rapidly growing online audiences. To build
our portfolios, we assess the value of potential sites to advertisers, determine
whether they complement other portfolio sites, and seek exclusive, long-term
representation relationships with those that meet these criteria. In particular,
we seek to build portfolios comprising a broad mixture of national and regional
sites. As we continue to build our national and regional portfolios throughout
the world, we will remain selective in adding web site brands.

Enhance and Extend OAS Capabilities. We will continue to position OAS as a
leading Internet advertising technology by improving its existing capabilities
and adding new features. In addition, we will continue to integrate OAS with
complementary Internet technology, expanding upon our existing relationships
with NetPerceptions and the iPlanet Sun/Netscape alliance. As we develop more
advanced features or add-ons for OAS, we plan to take greater advantage of
opportunities to sell these product enhancements to existing clients, in
addition to marketing them to new clients.

Further Develop Media and Marketing Services. We intend to expand our
suite of media and marketing services through strategic relationships, internal
development and acquisitions. Our media and marketing services enable our
clients to better compete for Internet advertising dollars and strengthen our

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relationships with those clients. We will increasingly seek to sell media and
marketing services to existing ad sales representation and technology clients.

Continue to Develop Cross-Media Platforms for our Products and
Services. We will continue to position our products and services to take full
advantage of cross-media opportunities, including the convergence of Internet
content and other broadband distribution platforms such as interactive
television and wireless communication devices. Additionally, we offer
advertisers the opportunity to package the purchase of online and offline media
through our Print Plus program, which we jointly market with PubliGroupe.

Pursue Selected Acquisitions and Joint Ventures. Real Media may acquire
companies or form joint ventures to enhance or establish its presence in
targeted global markets. In January 2000, we acquired a South African company to
which we previously licensed our technology and which sells our products and
services in South Africa. We also acquired in January 2000 a 25% interest in an
Australian Internet advertising company, and we have an option to increase our
ownership to 51%. In December 1998, we acquired Cubicmedia GmbH, which helped us
build a strong market position in Germany. Also, we may seek to acquire
companies with products or services that complement our existing Internet
advertising solutions.

PRODUCTS AND SERVICES

THE REAL MEDIA NETWORK: A GLOBAL NETWORK OF NATIONAL AND REGIONAL PORTFOLIOS

Through the Real Media Network, we provide outsourced ad sales
representation to over 1,000 web sites in 33 countries that we organize into 17
national and regional portfolios around the world. We build our portfolios by
working with several categories of branded web sites, including:

- portals and other general interest content sites, which include portals
and other national and regional coverage sites, such as online
newspapers;

- vertical content sites, which focus on specific interest areas, such as
business, technology, entertainment and sports; and

- transnational sites, which operate in multiple national markets.

In our portfolios, we typically seek to include one large portal site with
national coverage and high user traffic; several high traffic national or
regional content sites, frequently including leading online newspapers; vertical
content sites covering specific interest areas; and several transnational sites.
We build our national and regional portfolios by selecting sites in each
category that also meet other criteria, such as strong national or local brand,
loyal user base, minimum number of monthly page views, and attractive user
demographics. This enables advertisers to reach targeted audiences in specific
markets. Clients with web sites in our portfolios include:

<TABLE>
<CAPTION>
FRANCE GERMANY SWITZERLAND UNITED KINGDOM
- ------ ------- ----------- --------------
<S> <C> <C> <C>
Excite@Home Excite@Home Blue Window The Sun
Bonjour Suddeutsche Zeitung Swiss Online The Times
Web66 Planet-Interkom Tages-Anzeiger ADHunter
Le Revenu Game Channel Search E*Trade
Cadresonline Aktiencheck Edicom Arsenal FC
</TABLE>

<TABLE>
<CAPTION>
UNITED STATES BRAZIL MEXICO HONG KONG/CHINA
------------- ------ ------ ---------------
<S> <C> <C> <C>
Eudora Universo Online (UOL) Infosel South China Morning Post
Money.net Zero Hora Digital La Reforma Apple Daily
Boston Globe O Globo Mexico.com Yahoo!
Golf Online Lancenet! El Economista Netvigator
Washington Post Placar Novedades Boom.com
</TABLE>

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<PAGE> 47

We sell the ad inventory in our portfolios to advertisers through several
methods, including:

Targeting Vertical Audiences. Through our Real Media Content Networks, we
group our sites by content categories and aggregate ad inventory across
participating sites. We sell ad inventory as a collection of individual brands
to advertisers trying to reach an audience with particular lifestyle,
demographic or other characteristics. These branded web sites feature content in
the following areas:

<TABLE>
<S> <C> <C>
Automotive Entertainment Personal Finance
Business Health & Fitness Small Business
College Home and Living Sports
E-Commerce Local News Technology
Elite Professional Multicultural Travel
News and Information
</TABLE>

Reaching Local Audiences. We have very strong relationships with most of
the world's leading online newspapers, which offer our advertisers the ability
to target audiences in local or regional markets. We group these online
newspapers into:

World's Interactive Newspapers (WIN) -- WIN comprises selected online
newspapers around the world, including Suddeutsche Zeitung, The Times,
De Telegraaf, O Globo, South China Morning Post, and many others;

America's Interactive Newspapers (AIN) -- AIN consists of U.S. online
newspapers, including Los Angeles Times, The Boston Globe, The New York
Post, Chicago Sun-Times and The Washington Post.

For most WIN or AIN campaigns, advertisers buy ad inventory in groups of five to
eight web sites. Ad inventory on WIN and AIN sites is also sold through the
Content Networks. For example, we sell ad inventory on The Times through the
Business Content Network as well as part of The Times in WIN.

Creating Individual Site Opportunities. Real Media works with selected
branded sites on an individual basis to create site-specific ad sales
opportunities that emphasize the value of a site's brand and user base. Examples
include sponsorships of an entire web site or sections of the site, event-driven
campaigns and exclusive representation in specific international markets. Real
Media matches these opportunities with advertisers seeking to work with
individual sites to target specific audiences.

Maximizing Inventory Sold. Real Media offers sites the opportunity to
maximize the amount of ad inventory sold by allowing sites to make available
previously unsold ad inventory on an anonymous basis at rates below the site's
published rates. Sites are therefore able to generate incremental revenue from
ad inventory while protecting their published rates. Advertisers purchasing this
ad inventory gain access to discounted ad space on participating top branded
sites without knowing on which sites their ads run. To determine the success of
the campaign, advertisers receive detailed reports that measure the particular
parameters relevant to the campaign, such as the number of users clicking on the
ad.

Content Syndication. We offer our portfolio web sites the opportunity to
increase their available ad inventory by receiving free content, such as travel,
financial and other specialized information, from third party providers. This
syndicated content can augment existing content or create new sections on the
site, often in a way that emphasizes the brands of both parties. This additional
content increases the opportunities of our portfolio web sites to create and
sell incremental ad inventory.

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Over 900 advertisers have purchased the ad inventory of our portfolios,
including:

<TABLE>
<CAPTION>
FRANCE GERMANY SWITZERLAND UNITED KINGDOM
- ------ ------- ----------- --------------
<S> <C> <C> <C>
IBM Weltbild/Booxtra UBS Egg
Intel IBM Credit Suisse Virgin
France Telecom Comdirect Bank IBM British Telecom
QXL Primus -- Online Swisscom QXL
Peugeot Deutsche Telekom Teledata British Gas

UNITED STATES MEXICO HONG KONG/CHINA SOUTH AFRICA
- ---------------------- ---------------------- ---------------------- ----------------------
Lexus Consejero Star Alliance Mobile Telegraph
Cnet 3Com E-Finance Networks
Bell Atlantic Dell Boom.com Investec Bank
Amazon.com Querico Hong Kong Tourist South Africa Airways
Marriott Hotels Florida Atlantic Authority BMW
University Quokka Sports Symantec
</TABLE>

We also work with numerous ad agencies, including DDB Digital, Lot21, McCann
Erickson, OgilvyOne and Saatchi & Saatchi Advertising.

OPEN ADSTREAM(TM): TECHNOLOGY INFRASTRUCTURE FOR INTERACTIVE ADVERTISING

Real Media develops, markets and supports the Open AdStream(TM) family of
ad management technology solutions and offers related support services. OAS 5.0
provides sites with the technology infrastructure to plan, deliver, measure and
report on targeted ad campaigns. OAS Enterprise 2000 combines the capabilities
of OAS 5.0 with advanced modules that provide workplace automation features that
allow web sites to consolidate the entire ad sales, billing and financial
management processes into one application. In addition, OAS functions across
existing web-based platforms, including UNIX, Linux and Windows NT. Within these
environments, OAS integrates with other Internet technologies, such as
NetPerceptions' AdTargeting product and the Sun/Netscape alliance's iPlanet
suite of e-commerce products. OAS fully supports "rich media" advertisements and
allows sites to deliver personalized content and promotional offers directly to
users. Rich media refers to the integration of animation, sound, interactivity
and commerce in Internet advertising. OAS also provides the technology backbone
for our audience management system by collecting user information and targeting
ads to individuals in real-time, based on user profiles. Privacy Proxy(TM), an
OAS add-on, prevents third parties from obtaining a site's user information.

We believe that OAS is one of the most deployed ad management technologies,
used by over 700 web sites worldwide. Our top 25 web sites use OAS to serve over
six billion advertisements per month. Some of our clients whose web sites use
OAS include:

<TABLE>
<CAPTION>
FRANCE GERMANY SWITZERLAND UNITED KINGDOM
- ------ ------- ----------- --------------
<S> <C> <C> <C>
Le Monde Axel Springer Tages-Anzeiger The Sun
Les Echos Spiegel Online Swiss Online Shopsmart
Bonjour OMS Swissclick E*Trade
Canal Plus Bertelsmann SF-DRS Cable & Wireless
TF1 Infoseek Edicom Conde Nast

UNITED STATES MEXICO HONG KONG/CHINA SOUTH AFRICA
- ---------------------- ---------------------- ---------------------- ----------------------
The New York Times Infosel Lycos SABC
The Weather Channel Mexico.com South China Morning Independent Online
Bloomberg La Reforma Post iAfrica
MP3 El Norte Apple Daily Times Media
USA Today El Universal Recruit Global Internet Access
Hutch City
</TABLE>

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The OAS Architecture

A significant challenge for Internet ad management technology is to
minimize delays in delivering ads to the web site user, which directly affects
the user's viewing experience. One potential ad delivery bottleneck involves the
location of where decisions are made regarding which ad to deliver. OAS is
designed to make ad delivery decisions directly on the site's web server, which
allows for the nearly simultaneous delivery of content and ads to the user. By
contrast, most central serving solutions make ad delivery decisions at a remote
location, which requires additional communication steps over the Internet. By
eliminating these extra steps to deliver an ad, OAS maximizes ad delivery speed,
which improves the viewing experience for users on the web site and allows sites
to add incremental advertisements to web pages without decreasing ad delivery
performance.

OAS 5.0

OAS 5.0 is a complete Internet advertising management solution enabling web
sites to manage the planning, delivering and reporting of advertising campaigns.
OAS comprises three main subsystems: AdPlanning, AdDelivery and AdReporting.

AdPlanning -- allows OAS users to manage all aspects of an advertising
campaign, including scheduling, targeting and storing advertisements.

Campaign Scheduling -- determines the placement of ads on the site, the
dates and times ads will run, and the frequency with which ads are
served. For example, an ad can be served based on the availability of
inventory, serving the ad as many times as it is requested until the
commitment has been fulfilled, or in even intervals over the duration of
a selected time period.

Campaign Targeting -- designates specific ad delivery to users based on
one or more criteria pre-selected by the advertiser, such as context
(e.g., sports, news or entertainment), environmental factors (e.g.,
operating system or browser type), or visitor profile information, to
ensure that campaigns are targeted at users most likely to respond to
the ads.

Storing Advertisements -- OAS supports many types of ads, including
images, streaming media, e-commerce banners, Java ads and rich media
ads.

AdDelivery -- automates the ad decision-making process, placement of ads on
a page and distribution of ads to a specific user's browser in real-time as web
pages are requested.

AdDelivery Engine -- automates the ad delivery decision process to
ensure that the correct number, type and specific location of ads are
served on a visitor's browser. This process occurs through the
integration of OAS with the web site's user information databases, or
Real Media's audience management solution, which enables targeted
advertising to specific visitors based on the criteria specified in the
ad planning process.

AdDelivery Logging -- each ad delivery is recorded in a log file, with
details of the ad delivery, for later analysis by the reporting
subsystem.

AdReporting -- analyzes campaign delivery details and presents them in an
easy-to-understand format, allowing the web site and advertisers to evaluate the
performance of an ad campaign and adjust it for optimal campaign performance.
OAS provides detailed ad campaign performance reports of the number of
impressions and click-throughs by category of visitor, by sections and position
on the web sites, by demographic groups and by customized targeting profiles.

Dynamic Reports -- using a standard web browser, web site personnel and
advertisers are able to access detailed campaign reports.

Inventory Management -- allows sites to forecast traffic volume and to
determine available ad space, enabling sites to more effectively plan,
price and sell their ad inventory.

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OAS Enterprise 2000

OAS Enterprise 2000 is a new end-to-end Internet ad business management
solution that combines the planning, delivering and reporting capabilities of
OAS 5.0 with advanced modules for ad sales, billing and finance into one
application. OAS Enterprise 2000 contains the following modules:

AdSales. The AdSales module is a contact management solution that enables
sales personnel to manage relationships with agencies and advertisers throughout
the ad sales process, from tracking prospects to signing contracts. AdSales
tracks all salesperson information, such as number of prospects and active
campaigns, and provides advanced search tools to allow the sharing of
information across the organization.

AdBilling. The AdBilling module synthesizes campaign information from OAS
and delivers it in a usable format to the web site's existing billing system.
This module also calculates agency commissions and generates invoicing
information.

AdFinance. The AdFinance module provides tools for sales managers and
financial personnel to analyze data generated through AdSales and other OAS
features. Sales managers can oversee the efforts of individual sales people or
the collective sales force to measure performance and generate forecasts.
Financial personnel can analyze revenue by advertiser, campaign or contract, as
well as measure the potential impact of changing advertising rates.

Privacy Proxy(TM)

Privacy Proxy(TM) is an add-on software module for OAS that prevents third
parties from capturing a web site's user information. When a third party serves
an ad, the third party typically gains access to the web site user's profile
information and, potentially, other information as well. Privacy Proxy(TM) acts
as an intermediary between the web site user and a third-party ad server,
preventing the flow of specific user information between the two. Therefore, the
user's profile information is kept private and the web site maintains control
over its user information.

Technical Support Services

We offer web sites that use our OAS solution three different options for
technical support services. Basic technical support includes remote installation
support and telephone training/support during normal business hours. Premium
technical support adds 24-hour availability for telephone support, quarterly
training seminars and ad server monitoring. Partner level technical support,
which is mandatory for clients that buy one of our customization packages,
includes all premium support features plus on-site installation, support for all
customizations and access to a private web site from which they can download
fixes or enhancements.

MEDIA AND MARKETING SERVICES

We offer a suite of media and marketing services to web sites that includes
user base analysis and profiling tools, as well as consulting and other
services. These services enable web sites to better compete for Internet
advertising dollars.

Audience Management

We offer an audience management system to web sites in partnership with
Cyber Dialogue, an Internet database marketing company, that enables sites to
collect registration and other data from users and then combine it with
information regarding the user's browsing to form a data warehouse. After
information is collected through OAS and other tools, it is analyzed to identify
users and develop insights into their characteristics and preferences. This
information may also be used to profile individual users to allow OAS to target
advertisements to users as they interact with the web sites. By better
understanding their user base and offering profile-based marketing, we believe
web sites that use our audience management system will increase their value to
advertisers and potentially raise their rates.

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Consulting and Other Services

We offer consulting services to sites, including site promotion, public
relations strategies, developing banner advertisements, sponsorship strategies
and advice on the integration of direct marketing and e-commerce technologies.
We also offer training services designed to help educate web sites on certain
aspects of running an Internet advertising-based business and outsourced
campaign management services to web sites that need temporary assistance in
managing the process of ad campaign execution.

SELECTED CASE STUDIES

Some examples of solutions that Real Media has provided to branded web
sites and advertisers are described below.

NYTIMES.COM

Challenge

NYTimes.com, the online offering of The New York Times, currently has over
10 million users who provide personal information when registering to use the
site. NYTimes.com required an ad management solution that would support the
collection of this user information and target advertising to its users based on
this information. NYTimes.com also wanted to prevent third parties that
centrally served ads to the NYTimes.com site from capturing this proprietary
information.

Solution

NYTimes.com converted from an internally developed ad management system to
OAS to improve the collection of user profiles and perform basic ad targeting to
these users. We also integrated OAS with the subsequently deployed NYTimes.com
decision support system, facilitating advanced ad targeting. NYTimes.com also
uses our Privacy Proxy(TM) add-on module, preventing third parties from tracking
NYTimes.com users after they leave the web site. Consequently, the site is able
to maintain control over the data regarding its demographically attractive user
base and to realize the value of this information by charging premium
advertising rates.

SAMSUNG

Challenge

Samsung wanted to market its portable MP3 player, called Yepp, to teens and
young adults in France.

Solution

Working with two of Samsung's advertising agencies, OMD Interactive Paris
and Agency Paris, we created a customized campaign with two web sites in our
French portfolio, Nirvanet and Infodeclics, that have a high percentage of users
between the ages of 15 and 25. Recognizing that information on the Yepp product
and MP3 files in general might be interesting to these sites' primary users, we
worked with Nirvanet and Infodeclics to integrate this content into their sites,
with links to other information about Samsung's portable MP3 player. During and
after the campaign, Real Media also placed rich media banners on both sites,
using OAS to manage this portion of the campaign.

The Nirvanet homepage is made up of four asteroid-shaped rocks on the
screen, with each rock leading to a different section of the site. We added an
additional rock, which led to a section with information on the Yepp product and
MP3 files. From those pages, over 4% of users clicked through to a Samsung web
site that contained further product information. In the music section of
Nirvanet, a small rich media ad, run by OAS, was used to remind people about the
Yepp product. The digital image of a man surfing would move back and forth
across the screen, and when a user moved his mouse over the image, a special
message with a link to the Samsung Yepp web site would replace the surfer.
Approximately 13% of visitors to the site clicked on the ad.

On the Infodeclics web site, multiple sections of the site also reinforced
the Yepp product. For example, in the music section, a complete article
presented the product, with links to the Samsung site.

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Approximately 3% of all visitors to the Infodeclics site clicked through to the
Samsung site, which exceeded Samsung's expectations.

WEATHER.COM

Challenge

At times of peak audience traffic, such as during severe weather,
Weather.com, the web site of the Weather Channel, lost significant potential
advertising revenue because the site's existing ad management technology could
not scale effectively.

Solution

After examining alternative ad management technologies, Weather.com
selected OAS 5.0 to replace a competitor's technology because of OAS' scalable
architecture, which enables the delivery of ads even during spikes of high user
traffic. Within weeks of the OAS installation, Hurricane Floyd hit the United
States mainland. OAS successfully delivered ads throughout the storm period,
during which the site recorded over 20 million page views each day. OAS's
scalability enabled Weather.com to maximize ad delivery opportunities during
this period of peak audience traffic in contrast to Weather.com's previous ad
management technology. Moreover, with OAS installed directly onto the site's
primary web servers, Weather.com was immediately able to redeploy over 20
secondary servers previously dedicated to ad delivery. This reallocation of
computer resources also resulted in a significant reduction in maintenance and
operation costs related to ad management. More recently, OAS has enabled
Weather.com to hit new daily highs in excess of 100 million ad deliveries.

SALES AND MARKETING

Our sales and marketing efforts emphasize the value of Real Media's
comprehensive solution for web sites and advertisers. Throughout the sales
generation process, we highlight an approach to ad sales representation and ad
management technology that focuses on web site brand value, site ownership of
user information and accurate measurement of ad campaign effectiveness.

We seek to develop long-term relationships with leading web sites worldwide
by providing a full range of products and services to help them build
advertising-based Internet businesses. Once we establish a relationship with a
client, web site account managers coordinate cross-selling efforts and provide
general customer service, while product specialists for the Real Media Network,
OAS and media and marketing services promote specific sales ideas. In Europe,
Latin America and the United States, our OAS sales effort is augmented by
resellers that either offer OAS directly to customers with whom we had no prior
relationship, or sell OAS as part of a bundled suite of technology. Our web site
clients may use products or services from more than one of our core offerings.

To sell ad inventory for sites in the Real Media Network, we employ account
executives that work closely with advertisers and their agencies to offer
solutions that meet their specific needs. To simplify the sales process, we have
developed several types of ad inventory packages that are designed to reach
specific audiences on our network. Account executives are typically either
category specialists, focusing on selling campaigns to advertisers in particular
industries, such as automotive or travel, or web site specialists, who focus on
selling specific web site inventory.

We support our global sales operations with marketing efforts directed at
ad agency professionals, major advertisers, and potential web site clients in
each of our markets. The objective of these efforts is to elevate awareness of
Real Media's brand and differentiated market position, and also generate
business leads, through print and online advertising campaigns, direct
marketing, public relations, the Real Media web site, participation in trade
shows and event sponsorships. To emphasize the value of, and our commitment to,
our web site client base, we are beginning to feature selected sites in our
advertising campaigns to showcase their unique characteristics. Another way in
which we market Real Media throughout the world is by actively cross promoting
our solutions with our strategic partner PubliGroupe, which has operated
internationally for over 100 years. In addition to referring qualified leads to
each other,

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we jointly develop and execute cross media campaigns that have online and
offline components for selected clients.

Our global sales force consists of over 100 individuals as of January 21,
2000, and operates through 23 offices around the world. United States and Latin
America sales are headquartered in New York, with local operations in Chicago,
Dallas, Fort Washington (Pennsylvania), Mexico City, Miami, San Francisco and
Sao Paulo. European sales are headquartered in Lausanne, with offices in
Amsterdam, Hamburg, London, Madrid, Munich, Paris, Stockholm, Vienna and Zurich.
In Asia/Pacific, we have sales offices in Hong Kong, Seoul, Singapore and
Sydney. In Africa, we operate in Johannesburg. We intend to continue expanding
our sales force for web sites and advertisers by hiring employees with extensive
experience in and knowledge of local advertising markets and by opening new
offices in selected countries.

PRIVACY STATEMENT

Real Media is committed to providing branded web sites with Internet
advertising solutions that benefit the sites while protecting the privacy of
consumers. Real Media believes that information collected by web sites using OAS
software and/or our audience management system is owned exclusively by the
sites. We do not sell or license this information to any third parties.
Moreover, an add-on module to OAS is the Privacy Proxy(TM), which prevents
third-party ad serving or profiling companies from collecting information on
site users without their consent. Sites may therefore ensure that user
information is handled in a manner consistent with the site's privacy policy.

For ad campaigns that are centrally delivered by Real Media, we do collect
certain non-personally identifiable information about users, such as the type of
browser, IP address, operating system, domain name, day and time of visit, pages
visited and search term, if any, and other data that is not used to identify,
contact or locate a person. Such information is used exclusively for the purpose
of targeting ads and measuring ad effectiveness on behalf of Real Media's
advertisers, and is not used to create user profiles.

Real Media is an industry leader in privacy initiatives. We actively
promote site ownership of the data that they collect from third parties. Real
Media is a founding member of the Network Advertising Initiative working on
self-regulation by Internet advertising networks. We strive to educate our
business customers about data collection and privacy concerns and consumers on
their privacy rights.

COMPETITION

The market for global Internet advertising solutions is highly competitive
and we expect this competition to increase in each of our targeted national
markets worldwide from both existing participants and new entrants, due to the
lack of barriers to entry in the marketplace. See "Risk Factors -- Risks
Relating to the Internet Advertising Industry -- The Internet advertising
industry is highly competitive."

We compete against a fragmented landscape of participants in the Internet
advertising solutions market, many of whom possess greater financial resources
and brand recognition than we do. The competition for each element of our
solution includes:

THE REAL MEDIA NETWORK

The Real Media Network competes directly with a number of different types
of companies. Our competition differs considerably across the markets in which
we operate. Competitors include: (1) other third-party Internet advertising
networks, (2) large Internet media companies, (3) other Internet ad sales
representation firms and (4) to a lesser extent, Internet direct marketing
firms. In addition, the Real Media Network also indirectly competes with
traditional media companies in the television, radio and print industries to
capture a greater portion of total advertising expenditures.

We compete with other third-party ad networks, such as CMGI, Inc.,
DoubleClick and 24/7 Media or their affiliates, in the markets in which we
operate, especially in the United States, France and the United Kingdom, and
across many of the other European, Latin American and Asian markets.

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<PAGE> 54

We also face competition in various markets from several large online media
companies that are not part of our network and which use in-house sales forces
to sell advertising on their sites. These include America Online in the United
States and Brazil, Yahoo! in the United States, France and Germany, and Rignier
in Switzerland.

Other online ad sales representation firms that may be independent or part
of larger media companies compete with us in a variety of markets. These include
independent sales representation firms such as Adlink in France, TSMSI in the
United Kingdom, AdPepper in Switzerland, BMC Media in Australia and several
smaller independents in these and other markets in which we operate. In Germany,
two of our principal competitors are the third-party ad representation units of
Axel Springer Verlag and Bertelsmann.

OPEN ADSTREAM(TM)

We face competition for our Open AdStream(TM) technology principally from
other third-party ad management technology companies, including DoubleClick,
Engage Technologies' Accipiter unit, CMGI's AdForce unit and Excite@Home's
MatchLogic division, as well as internally-developed web serving technology.
Because we focus primarily on providing local ad management software solutions,
we may not be able to compete effectively if centrally-served solutions gain
popularity with branded web sites.

We also expect to face indirect competition from software companies that
offer products to help web sites personalize their interaction with users. Such
companies include Allaire, BroadVision and Vignette. Additionally many larger
software firms with significantly greater financial and technical resources than
us, such as Microsoft and Oracle, may develop products that compete with OAS or
that bundle the technology of our competitors with their own.

MEDIA AND MARKETING SERVICES

We currently face competition for our media and marketing services from
Internet user profiling companies, including Engage Technologies, MatchLogic
division, and DoubleClick, which offer alternatives to our audience management
solution. We may also encounter competition in the future from database
marketing firms, data mining and analysis firms, and Internet consulting, public
relations and related firms.

CONSOLIDATION IN THE INDUSTRY

Our industry is consolidating rapidly with several of our principal
competitors, including CMGI, DoubleClick, Engage Technologies and 24/7 Media
having announced or completed numerous acquisitions in recent months. While we
currently face fragmented competition in many markets, this consolidation may
lead to changes in our competitors and the size and resources of our competitors
in the near term. See "Risk Factors -- Risks Relating to the Internet
Advertising Industry -- Industry consolidation may increase our competitors'
resources."

INTELLECTUAL PROPERTY

The computer software market is characterized by frequent and substantial
intellectual property litigation, which is often complex and expensive, and
involves a significant diversion of corporate resources. We are not currently
involved in any litigation involving intellectual property rights, nor have we
been put on notice of any potential claims, but some may arise in the ordinary
course of business. However, there can be no assurances that our business
activities will not infringe upon the proprietary rights of others, or that
other parties will not assert infringement claims against us whether meritorious
or not. Should such claims arise, it could have a material adverse effect on our
business. See "Risk Factors -- Any Failure by us to protect our intellectual
property could harm our business and competitive position."

Our success and ability to compete are substantially dependent on our
proprietary technologies, including Open AdStream(TM), OAS Enterprise(TM) 2000
and Privacy Proxy(TM), that we protect through a combination of intellectual
property laws. We are actively evaluating the extent to which we may be able to
claim patent protection for our proprietary technologies. To date, however, we
have not sought patent protection or copyright registration for our proprietary
software and other technologies. As a result, we may not be able to prevent
others from using any inventions in our software and other technologies, and we
may not have adequate remedies to compensate us fully for any infringement of
our copyrights by others.

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<PAGE> 55

Although we have applied to register trademarks in the United States and
internationally, we have not secured registrations for our marks. We cannot
guarantee that any of our trademark registrations will be approved. Even if they
are approved, these trademarks may be successfully challenged by others or
invalidated since the validity, enforceability and scope of protection on
intellectual property rights in Internet-related industries are uncertain and
still evolving. Furthermore, if our trademark registrations are not approved
because third parties own these trademarks, our use of these trademarks will be
restricted unless we enter into arrangements with these third parties. We cannot
assure you that we can enter into arrangements with these third parties on
commercially reasonable terms, if at all. We are aware that other companies
claim rights to the mark REAL MEDIA and we may not be able to prevent all
third-party use of our marks. Further, the laws of some foreign countries do not
protect our proprietary rights to the same extent as do the laws of the U.S. and
effective copyright, trademark and trade secret protection may not be available
in all jurisdictions.

We generally enter into confidentiality or license agreements with our
employees, consultants and corporate partners and generally control access to
and distribution of our technologies, documentation and other proprietary
information. Despite these efforts, unauthorized parties may attempt to
disclose, obtain use of our advertising solutions or technologies. Our
precautions may not prevent misappropriation of our advertising solutions or
technologies, particularly in foreign countries where laws or law enforcement
practices may not protect our rights as fully as in the United States. Further,
we cannot assure you that others will not develop technologies that are similar
or superior to our technology.

EMPLOYEES

As of January 21, 2000, we had 301 employees worldwide. None of our
employees is represented by a collective bargaining agreement. We believe that
we maintain good relationships with our employees.

FACILITIES

Our global headquarters are in New York, New York, where we lease
approximately 8,500 square feet pursuant to a lease that expires in February
2002. Our principal technology development center is located in a 16,820 square
foot office in Fort Washington, Pennsylvania, under a lease that expires in
2005.

Our European operations are headquartered in Lausanne, Switzerland, where
we lease approximately 1,700 square feet pursuant to a lease that expires in
2005.

We continually evaluate our facilities requirements and believe that
suitable additional space will be available in the future on commercially
reasonable terms.

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors, their ages and positions, and
director classes, are set forth below. Three current directors who will resign
from the board prior to this offering are not listed.

<TABLE>
<CAPTION>
NAME AGE POSITION CLASS
- ---- --- -------- -----
<S> <C> <C> <C>
David Morgan............. 36 Chairman and Director
Christopher Neimeth...... 30 President, Chief Executive Officer and Director
Gil Beyda................ 36 Chief Technology Officer and Director
Norman Blashka........... 45 Chief Financial Officer, Senior Vice President and Secretary
Pascal Zahner............ 39 Chief Executive Officer, Europe
Silvana Imperiali........ 32 Chief Operating Officer
Philippe Paget........... 38 Chief Operating Officer, Europe
Walter Annasohn.......... 54 Director
Hans Steiner............. 51 Director
Heinz Wagli.............. 57 Director
</TABLE>

- ---------------
(1) Member of the audit committee

(2) Member of the compensation committee

David Morgan is a co-founder of Real Media and has served as Chairman and
Director since its inception in May 1995. From May 1995 to December 1999, Mr.
Morgan was also our President and Chief Executive Officer. Before co-founding
Real Media, from 1992 to May 1995, Mr. Morgan was General Counsel and a Director
of New Media Ventures for the Pennsylvania Newspaper Publisher's Association.
Mr. Morgan obtained a J.D. from the Dickinson School of Law and a B.A. in
political science from The Pennsylvania State University.

Christopher Neimeth has served as Real Media's President and Chief
Executive Officer since December 1999 and will serve as a Director upon the
completion of the business combination of Real Media, Inc. and Real Media
Europe. Before joining Real Media, from August 1999 to December 1999, Mr.
Neimeth was Senior Vice President, Business Development and Strategic Planning
of Times Company Digital, the Internet unit of The New York Times Company. From
September 1995 to August 1999, Mr. Neimeth was Director of Marketing, then Vice
President, Director of Sales and Marketing and later Group Vice President of the
predecessor of Times Company Digital. From April 1994 to September 1995, Mr.
Neimeth worked at Grey Interactive, where he was a co-founder and associate
director. Mr. Neimeth is a founding member of the Advertising Research
Foundation Video/Interactive Media Council and The New York New Media
Association, and a member of the advisory board of the AdCouncil's Internet
Committee. He is also a founding member and director of the Internet Advertising
Bureau. Mr. Neimeth obtained a B.A. in anthropology and economics from Hamilton
College.

Gil Beyda is a co-founder of Real Media and has served as a Director and
Chief Technology Officer since its inception in May 1995. Before co-founding
Real Media, Mr. Beyda was President and Technology Consultant of Beyda
Consulting Group, a computer consulting firm he founded in 1979, specializing in
designing, developing and deploying complex software systems for Fortune 500
companies. Mr. Beyda obtained an M.B.A. and a B.S. in computer science from
California State University at Northridge and is fluent in 15 computer
programming languages, 14 computer operating systems and over 20 computer
systems.

Norman Blashka has served as Real Media's Chief Financial Officer and
Senior Vice President since September 1999 and Secretary since October 1999.
Before joining Real Media, from January 1997 to September 1999, Mr. Blashka was
Senior Vice President and Chief Financial Officer of Mickelberry

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<PAGE> 57

Communications, Inc., an integrated marketing services company, and Executive
Vice President of Union Capital Corporation, a merchant bank and holding company
affiliated with Mickelberry. From January 1999 to September 1999, Mr. Blashka
was also the Chief Investment Officer at Union Capital. From October 1993 to
September 1996, Mr. Blashka was the Vice President and Chief Financial Officer
of Lang Communications, L.P., a privately-held magazine publisher. Mr. Blashka,
a certified public accountant, obtained an M.B.A. from Columbia University's
Graduate School of Business and a B.A., summa cum laude, in economics from the
State University of New York, College at New Paltz.

Pascal Zahner is the founder of Real Media Europe and has served as Chief
Executive Officer, Europe since February 2000. From November 1997 to February
2000, Mr. Zahner served as a Director of Real Media, Inc. From January 1997 to
January 2000, Mr. Zahner served as Real Media Europe's Managing Director and
Chief Executive Officer Europe & Asia. From May 1995 to December 1996, Mr.
Zahner participated in the launch of MMD Multimedia Development S.A. as a member
of the management team. MMD is a subsidiary of PubliGroupe dedicated to
interactive advertising and web development, mainly active in Switzerland. From
April 1994 to April 1995, Mr. Zahner was part of PubliGroupe's R&D team,
focusing on defining a development strategy in interactive media for the group.
Mr. Zahner obtained a degree in political science from the University of
Lausanne (Switzerland) and an M.S. in journalism from Columbia University's
Graduate School of Journalism.

Silvana Imperiali has served as Real Media's Chief Operating Officer since
September 1999. Before joining Real Media, from April 1998 to September 1999,
Ms. Imperiali was a Marketing Director at Publicitas/Globe Media, an affiliate
of PubliGroupe. From October 1994 to March 1998, Ms. Imperiali was a Managing
Director of Publicitas Swiss Press, an affiliate of PubliGroupe in Zurich,
Switzerland, where she directed advertising and marketing for Swiss publishing
groups. Ms. Imperiali obtained a masters degree in management of publishing
houses at SZV/SAWI and a degree in politics with special certificates in
economics and law from the University of Lausanne (Switzerland).

Philippe Paget has served as Chief Operating Officer of Real Media Europe
since January 2000. From June 1997 to January 2000, Mr. Paget served as Managing
Director of Real Media France. From September 1994 to June 1997, Mr. Paget was
an Associated Manager of Presence D'Esprits, a French communication agency. Mr.
Paget obtained a degree in marketing from the European Business School (France).

Walter Annasohn has served as a Director of Real Media, Inc. since April
1999. Dr. Annasohn has served as the CEO of operations in North America, Russia
and Ukraine of Publicitas Promotion Network as a Senior Vice President of
PubliGroupe since May 1994. From July 1990 to April 1994, Dr. Annasohn was the
CEO of the International Division of Ascom, a Swiss telecommunications company.
Dr. Annasohn is also a high ranking officer (colonel) and member of the general
staff of the Swiss Army. Dr. Annasohn obtained a degree, magna cum laude, in
economics, and a Ph.D., magna cum laude, in economics, from the University of
Bern (Switzerland).

Hans Steiner will serve as a Director upon the completion of the business
combination of Real Media, Inc. and Real Media Europe. Mr. Steiner has served as
a Director and a Senior Vice President of the PubliOnline Division of
PubliGroupe since October 1999. From February 1986 to September 1999, Mr.
Steiner was a Senior Vice President with managerial responsibilities in Europe,
Asia, Latin America and the United States of Societe Generale de Surveillance, a
Swiss-based service company. Mr. Steiner obtained a B.S. in business through
studies at the Ecole de Commerce in Neuchatel (Switzerland) with additional
coursework at The University of Hartford and Babson College. Mr. Steiner
obtained an M.B.A. in marketing and finance from Babson College.

Heinz Wagli will serve as a Director upon the completion of the business
combination of Real Media, Inc. and Real Media Europe. Dr. Wagli has served as
Chief Financial Officer of PubliGroupe since October 1993. From 1987 to
September 1993, Dr. Wagli was the Chief Financial Officer of the personal and
business communications division of Ascom, a Swiss telecommunications company.
Dr. Wagli obtained a degree, magna cum laude, in economics and a Ph.D., magna
cum laude, in economics from the University of Bern (Switzerland).

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BOARD COMPOSITION

We currently have seven members on our board of directors. When we complete
the business combination of Real Media, Inc. and Real Media Europe, we will have
nine members on our board of directors pursuant to the terms of the Second
Amended and Restated Voting and Stockholders Agreement. Upon the completion of
this offering, the composition of our board of directors will be determined by a
stockholders voting agreement. See "Related Party Transactions -- Stockholders
Voting Agreement."

Our certificate of incorporation provides for a board of directors of at
least three but not more than nine directors, to be divided into three classes
of directors. These classes are as nearly equal in number as possible and serve
staggered three-year terms. As a result, approximately one-third of our board of
directors will be elected each year. See "Description of Capital
Stock -- Section 203 of the Delaware General Corporation Law, Certain
Anti-Takeover, Limited Liability and Indemnification Provisions -- Classified
Board of Directors."

BOARD COMMITTEES

The compensation committee reviews and makes recommendations to the board
of directors regarding the compensation to be paid to our executive officers and
directors. Beginning , 2000, the compensation committee will
administer our 1999 employee stock option plan. The compensation committee
consists of Messrs. , and .

The audit committee reviews and monitors our corporate financial reporting,
external audits, internal control functions and compliance with laws and
regulations that could have a significant effect on our financial condition or
results of operations. In addition, the audit committee has the responsibility
to consider and recommend the appointment of, and to review fee arrangements
with, our independent auditors. The current members of the audit committee are
Messrs. , and .

BOARD COMPENSATION

We do not pay cash compensation to our directors, other than our
independent directors. We intend to pay our independent directors annually
for their services as directors. All of our directors are reimbursed for the
expenses they incur in attending meetings of the board or board committees.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our executive officers, directors or compensation committee members
currently serves, or has in the past served, on the compensation committee of
any other company whose directors or executive officers have served on our
compensation committee.

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<PAGE> 59

EXECUTIVE COMPENSATION

The following table provides certain summary information concerning the
compensation earned by our chief executive officer and our other executive
officers who earned more than $100,000 in total cash compensation during the
year ended December 31, 1999. The value of certain perquisites and other
personal benefits is not included in the amounts disclosed because it did not
exceed for any officer listed in the table below the lesser of either $50,000 or
10% of the total annual salary and bonus reported for such officer.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------- ------------
SHARES
OTHER UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
- --------------------------- ---- -------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Christopher Neimeth................... 1999 $ 10,416(1) -- -- 630,176
President and Chief Executive
Officer
David Morgan.......................... 1999 77,500 -- -- --
Former President and Chief Executive
Officer (through December 14, 1999)
Gil Beyda............................. 1999 160,000 -- -- --
Chief Technology Officer
</TABLE>

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

(1) Compensation commenced on December 15, 1999. See "-- Employment Agreement."

In 2000, we expect that executive officers in addition to those listed
above will earn more than $100,000 in total cash compensation.

The following tables set forth certain information concerning grants to
purchase shares of our common stock made to each of the officers named in the
summary compensation table above during the year ended December 31, 1999. The
exercise price per share of each option was greater than or equal to the fair
market value of our common stock on the date of grant as determined by our board
of directors. We calculate the potential realizable value of options by assuming
that the fair market value of our common stock appreciates from the date of
grant at the indicated annual rate compounded annually for the entire term of
the option, and that the option is exercised and sold on the last day of its
term for the appreciated stock price. These numbers are calculated based on the
requirements of the Securities and Exchange Commission and do not reflect our
estimate of future stock price growth.

OPTION GRANTS DURING THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENTAGE OF AT ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM
OPTIONS EMPLOYEES IN PRICE PER EXPIRATION -----------------------------------
NAME GRANTED 1999 SHARE DATE 5% 10%
- ---- ---------- ------------- --------- ---------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Christopher Neimeth..... 630,176 53.4% $6.00 12/14/09
David Morgan............ -- -- -- -- -- --
Gil Beyda............... -- -- -- -- -- --
</TABLE>

Of Mr. Neimeth's 630,176 options, 157,544 are vested, and 39,386 will vest
at the end of each calendar quarter from the first quarter of 2000 to the fourth
quarter of 2002.

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The following table sets forth certain information concerning option
exercises by the officers named in the above summary compensation table. The
value of unexercised in-the-money options at fiscal year-end is based on an
assumed initial public offering price of $ per share (the midpoint of the
range of initial public offering prices set forth on the cover page of this
prospectus), less the exercise price, multiplied by the number of shares
underlying the option.

YEAR-END DECEMBER 31, 1999 OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
SHARES AT FISCAL YEAR-END AT FISCAL YEAR-END
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Christopher Neimeth......... 0 0 157,544 472,632
David Morgan................ -- -- -- -- -- --
Gil Beyda................... 0 0 10,000 0
</TABLE>

EMPLOYMENT AGREEMENT

We have entered into an employment agreement with Mr. Neimeth, dated as of
December 15, 1999, under which we have agreed to employ Mr. Neimeth as our chief
executive officer and a director for an initial term ending on December 31, 2002
and automatically renewing for successive one-year periods thereafter. Mr.
Neimeth's annual base salary under the agreement will be $250,000, $300,000 and
$350,000 for 2000, 2001 and 2002, respectively. Mr. Neimeth is eligible for an
annual incentive bonus based on performance targets, subject to modification by
our board of directors. The agreement provides that Mr. Neimeth will receive
three weeks of vacation per year and other benefits that we generally provide to
our senior executives. Under the agreement, we granted Mr. Neimeth options to
acquire 630,176 shares of our common stock. All shares of common stock Mr.
Neimeth acquires from exercising these options will be subject to the
stockholders voting agreement among Real Media, PubliGroupe, Advance Internet
and our five founders. See "Related Party Transactions -- Stockholders Voting
Agreement." The employment agreement prohibits Mr. Neimeth from competing with
us or soliciting our employees for employment for two years following the
termination of his employment. We can terminate Mr. Neimeth's employment with or
without cause, and Mr. Neimeth can terminate his employment with good reason,
such as a reduction in salary or responsibilities. If we terminate Mr. Neimeth's
employment without cause, or if he terminates it with good reason, we are
required to pay him six months' severance pay, and all stock options previously
granted to Mr. Neimeth that are vested on the termination date or would have
vested within 12 months following the termination date will immediately vest. In
addition, the covenant not to compete will no longer apply.

1999 EMPLOYEE STOCK OPTION PLAN

The board of directors adopted the Real Media, Inc. 1999 Employee Stock
Option Plan on July 15, 1999. The purpose of the plan is to provide incentives
to our directors, key employees, independent contractors, agents and consultants
and to aid in attracting and retaining valued directors, employees, independent
contractors, agents and consultants by offering them a greater stake in our
success and a closer identity with us and our stockholders. The plan is designed
to accomplish these goals by allowing for the grant of stock options and stock
appreciation rights. The total number of shares of common stock authorized under
the plan is 1,093,364 (subject to adjustments for stock splits, stock dividends
and other similar changes in our capitalization). If any awards expire or
terminate prior to exercise or if any award is paid in cash in lieu of stock,
the shares of common stock subject to such award will again be available for
grant under the plan. Once our common stock becomes publicly traded, no
individual employee may receive awards covering more than 50,000 shares under
the plan during any calendar year.

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<PAGE> 61

Eligibility. Any officer, director, employee, independent contractor,
agent or consultant of Real Media or any of its subsidiaries is eligible to
participate in the plan.

Administration and Implementation. Currently, our board of directors
administers the plan. Once our common stock becomes publicly traded, the
compensation committee composed of at least two non-employee, outside directors
selected by the board of directors will administer the plan. The committee may:

- interpret and administer the plan;

- prescribe, amend and rescind rules and regulations to aid in the
interpretation and administration of the plan;

- select who among the eligible individuals will participate in the plan;

- determine the terms and conditions of awards under the plan; and

- make all determinations with respect to any controversies and claims
arising under the plan.

All determinations made by the compensation committee will be conclusive and
binding on all persons.

Options. An option is a grant by us of the right to purchase a specified
number of shares of our common stock for a specified time period at a fixed
price. Options may be either incentive stock options or non-qualified stock
options. Grants of options will be evidenced by option agreements which will
specify when an option may be exercisable and the terms and conditions
applicable to the option. The exercise price of an option will be determined by
the compensation committee, but, in the case of incentive stock options, the
exercise price will not be less than the fair market value of a share of common
stock on the date of grant (or 110% of such fair market value if such option is
granted to a person who owns more than 10% of the voting power of the company).
The term of an option will in no event be greater than ten years (or five years
in the case of an incentive stock option granted to a person who owns more than
10% of the voting power of the company). The compensation committee may provide
that non-qualified stock options may be transferred in accordance with such
limitations and conditions determined by the compensation committee.

The compensation committee may also provide in an option recipient's option
agreement that an additional option may be granted upon the exercise of the
initial option if the exercise price is paid in shares of our common. Such
additional option would be for the same number of shares so paid, would have an
exercise price equal to the fair market value of the common stock on the date of
grant and would not be exercisable until six months after the date of grant.

Options may be exercised by payment of the exercise price in cash, by
check, by delivery of shares of our common stock, or any combination of such
methods, or, if permitted by the compensation committee, with the proceeds of a
loan from us. Any such loan would be secured by the stock acquired pursuant to
the exercise of the option or by any other security as determined by the
compensation committee.

Options may be terminated upon the occurrence of one of the following:
three months after a recipient's voluntary or involuntary termination without
cause, termination of a recipient's employment for cause, or one year after a
recipient's employment is terminated for retirement, disability or death.

Stock Appreciation Rights. A stock appreciation right allows a recipient
to receive, upon exercise of the right, the increase in the fair market value of
a specified number of shares of common stock from the date of grant to the date
of exercise. Stock appreciation rights may be granted only in conjunction with
the grant of a stock option and will be exercisable at such times and to the
same extent as the related stock option is exercisable. Upon exercise of a stock
appreciation right, the related stock option will be forfeited and surrendered.

Payment upon exercise of a stock appreciation right may be made in cash or
common stock. Once our common stock is publicly traded, a stock appreciation
right generally may only be exercised in limited

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<PAGE> 62

periods following the release of certain financial reports. The terms of a stock
appreciation right will be evidenced by a stock appreciation right agreement.

Amendment and Termination. The plan will terminate on July 15, 2009,
unless terminated earlier by the board of directors. The board of directors has
authority to amend or terminate the plan at any time. However, no termination or
amendment of the plan may adversely affect the rights of a holder of an
outstanding award granted under the plan without the consent of the holder. In
addition, certain amendments require the approval of the stockholders. The
following amendments require stockholder approval:

- any amendment that would, if it were not approved by the stockholders,
cause the plan to fail to comply with any requirement of applicable law
or regulation; and

- any amendment materially modifying the classes of individuals eligible to
participate in the plan.

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RELATED PARTY TRANSACTIONS

David Morgan, our chairman, Mark Pinney, a director until completion of the
business combination, and Gil Beyda, our chief technology officer and a
director, were involved in our founding and organization and may be considered
our promoters.

In 1995, our promoters paid for our operating expenses incurred in 1995.

In August 1996, Messrs. Morgan, Pinney and Beyda purchased 1,088,000,
1,044,000 and 1,004,000 shares of our common stock, respectively, at par value
$0.001 per share, or total cash consideration of $1,088, $1,044 and $1,004,
respectively.

In October 1996, Messrs. Morgan, Pinney and Beyda received stock options to
purchase 20,000, 50,000 and 10,000 shares of our common stock, respectively, at
an exercise price of $.05 per share.

In December 1996, we sold 2,250,000 shares of our common stock to
PubliGroupe for approximately $1.0 million in cash.

On May 13, 1997, we issued a $100,000 note payable to PubliGroupe, which
was repaid in June 1997.

In June 1997, PubliGroupe purchased 550,000 shares of our common stock for
$330,000 in cash and loaned Real Media, Inc. $770,000, which was evidenced by a
promissory note dated June 19, 1997.

In December 1997, Real Media, Inc. issued a $64,000 note payable to Mr.
Pinney, which was repaid in April 1998.

In January and February 1998, Real Media, Inc. issued notes payable to
PubliGroupe in the aggregate principal amount of $225,000.

In January 1998, Mr. Pinney received stock options to purchase 71,720
shares of our common stock at an exercise price of $.60 per share.

In April 1998, we sold 2,195,000 shares of our common stock to Advance
Internet for $3.0 million in cash. We also repaid to PubliGroupe principal and
interest of $500,000 in connection with the $770,000 and $225,000 notes payable.
The balance (aggregating approximately $551,000) was canceled and set up as
deferred revenue in accordance with the Amended and Restated Technology Transfer
Agreement, dated April 8, 1998, between Real Media, Inc. and PubliGroupe.

Under an agreement between Advance Internet and Real Media, Inc. in April
1998, Real Media, Inc. became a non-exclusive Internet ad sales representative
for Advance Internet affiliated web sites. As a result of this agreement, Real
Media, Inc. sold ad inventory of Advance Internet's web sites totaling
approximately $42,000 in 1998 and $171,000 in 1999.

In March 1999, we sold 277,778 shares of our common stock to PubliGroupe
for $750,000 in cash, and we sold 833,333 shares to Advance Internet for $2.25
million in cash.

In July 1999, to make additional shares of our common stock available for
the grant of options by us to our employees, consultants and non-employee
directors, Mr. Morgan terminated 20,000 options to purchase our common stock,
and we repurchased 40,000 shares of our common stock from him at par value $.001
per share.

In June and November 1999, Mr. Pinney exercised stock options for 121,720
shares of our common stock for an aggregate consideration of $45,532. In
addition, we paid Mr. Pinney a $50,000 retainer fee in 1999 for consulting and
advisory services provided to us.

In August 1999, we sold 95,007 shares of our common stock to Advance
Internet for $500,000 in cash.

Also in August 1999, in connection with discussions regarding a potential
business combination and to provide working capital to Real Media, Inc. prior to
the completion of the business combination, PubliGroupe entered into a
commitment to lend Real Media, Inc. $10.0 million. Loans made pursuant to

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this commitment were to be evidenced by promissory notes convertible into common
stock of Real Media, Inc. upon the completion of the business combination. As of
January 31, 2000, PubliGroupe has loaned Real Media, Inc. an aggregate of $8.4
million under this commitment in September ($1.0 million), October ($2.5
million), November ($1.5 million), December 1999 ($1.0 million) and January 2000
($2.4 million). These notes are generally due one year from the date of
issuance, unless earlier terminated, and they accrue interest at the prime rate,
compounded annually.

BUSINESS COMBINATION WITH REAL MEDIA EUROPE

Real Media Europe consists of a group of affiliated companies, all of which
are subsidiaries of PubliGroupe. These companies are:

- Real Media SARL, which conducts our business in France;

- Real Media Holding (UK) Ltd. and Real Media (UK) Ltd, which conduct our
business in the United Kingdom;

- Real Media Deutschland GmbH, which conducts our business in Germany;

- Real Media S.A., which conducts our business in Switzerland; and

- Real Media Technology S.A., which provides technical support to our
European operations.

PubliGroupe has created a holding company, called Real Media Europe Holding
S.A., organized under the laws of Switzerland. PubliGroupe will transfer all of
the capital stock of the Real Media Europe companies to Real Media Europe
Holding, except that PubliGroupe will transfer only a 49% interest in Real Media
S.A. Pursuant to a stock purchase agreement between Real Media, Inc.,
PubliGroupe and Real Media Europe Holding, dated February 8, 2000, PubliGroupe
will transfer all of the stock of Real Media Europe Holding to Real Media, Inc.
in exchange for 16,126,525 shares of common stock of Real Media, Inc. and
450,000 shares of Series A Convertible Preferred Stock of Real Media, Inc. The
preferred stock will convert into 450,000 shares of our common stock immediately
upon the completion of this offering. In addition, PubliGroupe will transfer to
Real Media, Inc. for $10.00 all of the capital stock of Real Media Pte Ltd.,
which conducts our business in Singapore, and Real Media Limited, which conducts
our business in Hong Kong. Simultaneously with this transaction, the promissory
notes issued to PubliGroupe for its $10.0 million loan commitment will be
converted into approximately 1,901,141 shares of our common stock. If
PubliGroupe has loaned less than $10.0 million to us under this commitment
immediately prior to the completion of the business combination, PubliGroupe
will fund the balance upon completion of the business combination. The 1,901,141
shares of our common stock to be issued to PubliGroupe are included in the
16,126,525 shares of our common stock that PubliGroupe will receive in the
business combination.

The companies of Real Media Europe have various loan facilities with
PubliGroupe. Interest accrues on these loans at rates ranging between 4.0% and
6.75% per year. PubliGroupe has agreed to forgive intercompany loans and
eliminate all accumulated losses of Real Media Europe through December 31, 1999
through capital contributions. We must repay any intercompany loans made by
PubliGroupe to Real Media Europe between January 1, 2000 and the completion of
the business combination within 60 days following the business combination.

Following the business combination, we will own 49% of Real Media S.A.
through Real Media Europe Holding, and PubliGroupe will continue to own 51%.
Under the terms of our stock purchase agreement with PubliGroupe, we have the
right, exercisable until January 1, 2002, to purchase all, but not less than
all, of PubliGroupe's interest in Real Media S.A. Until that date, PubliGroupe
has the right to elect to sell to us all, but not less than all, of its interest
in Real Media S.A. The purchase price of a sale of Real Media S.A. will be
determined by negotiations between us and PubliGroupe and shall be payable in
cash, or, at our election, in shares of our common stock. If we are unable to
agree on a purchase price, we will agree to be bound by a value determined by
investments banks retained by PubliGroupe and us.

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PubliGroupe and Real Media have given each other customary representations
and warranties in the stock purchase agreement as to the organization and
capitalization of the companies, their financial condition, title to their
assets, the absence of adverse changes to their businesses, the absence of
certain liabilities, and other matters typically covered in acquisition
agreements. We have agreed to indemnify each other for any losses caused by a
breach of those representations and warranties. PubliGroupe has also agreed to
indemnify us for certain potential tax liabilities. In addition to the stock
purchase agreement, we have entered into several ancillary agreements regarding
our relationship with PubliGroupe and other stockholders. The principal terms of
these agreements are described below.

STOCKHOLDERS VOTING AGREEMENT

Real Media, PubliGroupe USA Holding, Inc. (a wholly-owned subsidiary of
PubliGroupe), PubliGroupe, Advance Internet and our five founders, David Morgan,
Gil Beyda, Mark Pinney, Charles Smith and Joshua Rosen, will enter into a Second
Amended and Restated Voting and Stockholders Agreement upon the closing of the
business combination. Among other things, under this agreement, PubliGroupe and
Advance Internet will agree to make available to us from time to time prior to
the completion of this offering up to $13.0 million and $2.0 million,
respectively, at an interest rate equal to the prime rate. These loans are all
due on the earlier of one year from the date of the first loan or the completion
of this offering, and we will repay them in full from the proceeds of this
offering.

The Second Amended and Restated Voting and Stockholder Agreement will be
terminated, and the parties will enter into a new stockholders voting agreement,
on the closing date of this offering. This stockholders voting agreement will
provide for a board of directors of nine members, three to be nominated by
PubliGroupe, two to be nominated by the founders, one to be the chief executive
officer of Real Media, and three to be independent directors. Initially, one of
the independent directors shall be nominated by Advance Internet, and two shall
be nominated by a vote of at least five of the other seven directors.

The parties to the stockholders voting agreement will agree not to sell or
transfer their shares of our common stock except:

- to Real Media, another party to the stockholders voting agreement or an
affiliate of that party, or any other person or entity who agrees to be
bound by the stockholders voting agreement;

- to the public in a sale registered under the Securities Act, or open
market sales made in accordance with Rule 144 under the Securities Act on
the Nasdaq National Market or the SWX New Market of the SWX Swiss
Exchange;

- pursuant to a tender offer, merger, recapitalization or other business
combination that is recommended by our board of directors; or

- in a transaction after the stockholder has offered to sell the stock to
the other parties to the stockholders voting agreement on the same terms
as a proposed sale.

PubliGroupe will agree to vote all of the shares that it holds in excess of
one-third of our outstanding common stock in accordance with the recommendation
of the majority of our board of directors on any matter submitted to our
stockholders for their vote. This limitation on PubliGroupe's voting rights does
not apply, however, to a vote on any merger or other business combination that
would result in the conversion of our common stock into cash or other securities
or would result in the stockholders of the other entity acquiring control of a
majority of the voting power of the combined entity. This requirement also does
not apply to any sale of all or substantially all of our assets.

During the term of the stockholders voting agreement, we will agree to give
PubliGroupe a right of first refusal on any proposed sale by us of our interest
in Real Media S.A. If PubliGroupe exercises this right, it will have the right
to buy our interest on the same terms as the proposed sale. If PubliGroupe does
not exercise its right of first refusal, we may sell our interest in Real Media
S.A., subject to our being able to complete the sale within a specified time
period.

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The stockholders voting agreement will terminate on the earliest date on
which:

- PubliGroupe ceases to own at least 36% of our outstanding common stock;

- the parties to the agreement cease to own in the aggregate at least 51%
of our outstanding common stock, and Advance Internet owns less than
2,811,006 shares of our common stock; or

- Advance Internet and the founders cease to own at least 5% of our
outstanding common stock, and Advance Internet owns less than 2,811,006
shares of our common stock.

COOPERATION AGREEMENT

We will enter into a cooperation agreement with PubliGroupe. PubliGroupe
will agree to promote us as an Internet advertising organization, and we will
pay PubliGroupe a percentage of our advertising revenue for advertising sales
leads that they deliver. We will agree to promote PubliGroupe as a transnational
print media representation and sales organization, and PubliGroupe will pay us a
share of its sales commissions for any sale leads we generate. PubliGroupe will
agree to promote OAS, and we will pay PubliGroupe a commission of 8% of the
first year license fee on all OAS sales it generates. In the cooperation
agreement, we and PubliGroupe will agree that we will not actively seek
relationships with companies that compete with the other's core business and
that we will not develop activities that compete with each other's core
businesses. This agreement, including the non-competition provisions, pertains
to all of the countries of the world except Switzerland. This agreement will
have an initial term of three years and will renew automatically for one-year
periods unless terminated.

INTERIM ADMINISTRATIVE SERVICES AGREEMENT

PubliGroupe has provided administrative services to Real Media Europe since
its formation. Real Media Europe Holding will enter into an interim
administrative services agreement with PubliGroupe at the closing of the
business combination, pursuant to which PubliGroupe agrees to provide to Real
Media Europe Holding substantially the same financial management, information
technology and network services, legal, contract and corporate planning services
as PubliGroupe provided to Real Media Europe prior to the business combination.
Real Media Europe Holding will pay PubliGroupe a quarterly fee for these
services equal to the cost to PubliGroupe to provide the services, plus 5% of
that cost. This agreement will terminate on January 31, 2001 unless extended,
except that PubliGroupe may terminate the agreement upon notice or if
PubliGroupe owns, directly or indirectly, less than a majority of Real Media's
then outstanding common stock.

REAL MEDIA S.A. STOCKHOLDERS AGREEMENT

Real Media Europe Holding will enter into a stockholders agreement with
PubliGroupe and Real Media, Inc. with respect to Real Media S.A. Real Media
S.A.'s board of directors will be composed of three members designated by
PubliGroupe and two members designated by us. However, many important corporate
decisions must be approved by both Real Media Europe and PubliGroupe. The
agreement also restricts transfers of shares of Real Media S.A. PubliGroupe will
also agree to fund the operations of Real Media S.A. through loans as needed for
working capital and other general corporate purposes. Loans by PubliGroupe to
Real Media S.A. will bear interest at the prime rate as determined from time to
time by banks of Switzerland and will be repaid in full with interest when we
acquire PubliGroupe's 51% interest in Real Media S.A. The Real Media S.A.
stockholders agreement will terminate when we acquire PubliGroupe's 51% interest
in Real Media S.A.

TECHNOLOGY TRANSFER AGREEMENT

Real Media and Real Media S.A. will enter into a technology transfer
agreement in which we will grant to Real Media S.A. an exclusive license to use
and modify the Open AdStream(TM) system technology in connection with planning
and delivery of Internet advertising in Switzerland. Until December 31, 2005,
Real Media S.A. will have the exclusive right to relicense Open AdStream(TM) and
provide related services in Switzerland and will agree to pay us a fee, ranging
from 5% to 30%, of the gross receipts it receives from those sales. The Open
AdStream(TM) technology may not be transferred by Real Media S.A. without our
consent, except that Real Media S.A. may grant non-exclusive licenses of the
technology to third parties to the extent necessary to comply with compulsory
license requirements and to keep any patents in

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full force. During the term of the agreement, we will grant a license to Real
Media S.A. for any improvements to the technology that we develop, acquire or
discover, and Real Media S.A. will grant us a fully paid-up license during the
term of the agreement for any improvements that they develop, acquire or
discover. The technology transfer agreement requires us and Real Media S.A. to
notify each other if either of us becomes aware of any unauthorized use or
infringement of the technology. Real Media S.A. has the exclusive right in its
discretion to defend any actions against it in Switzerland resulting from any
claim of unauthorized use or infringement of the technology.

TRADEMARK AND TRADENAME AGREEMENT

We will enter into a trademark and tradename agreement with Real Media S.A.
under which we will grant Real Media S.A. the exclusive right to use in
Switzerland the tradename REAL MEDIA S.A., the trademark REAL MEDIA, and any
other trademarks or trade names used by us in connection with the operation of
our business outside Switzerland. Real Media S.A. will agree not to use the
marks outside of Switzerland and will not grant anyone else the right to use the
trademarks or its tradename. We and Real Media S.A. will cooperate in seeking
registrations and approvals of the tradename and trademarks. The trademark and
tradename agreement remains in effect until terminated by mutual agreement of
the parties or terminated due to a breach by either party or the insolvency of
Real Media S.A.

IMAS LICENSE AGREEMENT

We have entered into two agreements with Consultas, a PubliGroupe company,
regarding the development and support of an advertising management information
system, known as IMAS. We expect IMAS to be operational in the first quarter
2000. Under a development agreement relating to IMAS, Consultas will own all
intellectual property rights to the first version of IMAS, IMAS 1.0, and we will
have a perpetual, fully paid-up license to use IMAS 1.0. Consultas has
contributed the salaries and benefits of personnel and other developmental costs
to the development of IMAS 1.0, and we will pay Consultas a fee of $250,000 over
nine months for the license to use IMAS 1.0. We will have the right to license
IMAS to third parties under a revenue-sharing arrangement with Consultas. We and
Consultas will also jointly develop IMAS 2.0, which Consultas will have the
right to use internally for PubliGroupe companies. Under a related application
service provider agreement, Consultas will provide us with computer hosting and
technical support for IMAS in exchange for a monthly fee of $5,000 while IMAS is
deployed only in Europe and $10,000 when IMAS is both deployed in Europe and
also outside of Europe.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding beneficial
ownership of our common stock as of December 31, 1999, and as adjusted to
reflect the sale of shares of our common stock offered by this prospectus, by:

- each person (or group of affiliated persons) who is known by us to own
more than 5% of the outstanding shares of our common stock;

- each of our directors and our executive officers named in the summary
compensation table; and

- all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or investment power with respect to securities.
Unless otherwise noted, we believe that all persons named in the table have sole
voting and sole investment power with respect to all shares beneficially owned
by them. All figures include shares of common stock issuable upon the exercise
of options or warrants exercisable within 60 days of the date of this
prospectus. Options or warrants that are exercisable for common stock and other
ownership rights in common stock that vest within 60 days of the date of this
prospectus are deemed to be outstanding and to be beneficially owned by the
person holding such options or warrants for the purpose of computing the
percentage ownership of such person but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person.

<TABLE>
<CAPTION>
PERCENT OF SHARES OUTSTANDING(1)
5% BENEFICIAL OWNERS, DIRECTORS, NUMBER OF SHARES -----------------------------------------
NOMINEES FOR DIRECTOR, NAMED OFFICERS BENEFICIALLY OWNED(1) BEFORE THE OFFERING AFTER THE OFFERING
- ------------------------------------- --------------------- ------------------- ------------------
<S> <C> <C> <C>
PubliGroupe S.A.(2)(3)(4)................ 18,612,030 70.5%
Advance Internet Inc.(5)................. 3,123,340 11.8%
David Morgan............................. 1,048,000 4.0%
Christopher Neimeth(6)................... 196,930 *
Gil Beyda(7)(8).......................... 1,014,000 3.8%
Walter Annasohn(4)(9).................... 18,612,030 70.5%
Hans Steiner(4)(9)....................... 18,612,030 70.5%
Heinz Wagli(4)(9)........................ 18,612,030 70.5%
All executive officers and directors as a
group
(thirteen persons)(10)................. 21,422,942 80.5%
</TABLE>

- ---------------
* Less than 1%

(1) Gives effect to the 16,126,525 shares of our common stock and 450,000
shares of Series A Convertible Preferred Stock issued to PubliGroupe in the
business combination of Real Media, Inc. and Real Media Europe. Upon the
completion of this offering, each share of Series A Convertible Preferred
Stock will convert into one share of our common stock immediately upon the
completion of this offering. Excludes 1,042,273 shares of our common stock
that PubliGroupe will receive in the business combination, which it will
sell to eleven employees of Real Media Europe.

(2) Includes 3,077,778 shares owned by PubliGroupe USA Holding, Inc., a wholly
owned subsidiary of PubliGroupe.

(3) PubliGroupe's address is Avenue des Toises 12, CH-1202, Lausanne,
Switzerland.

(4) Voting of these shares is subject to a stockholders voting agreement. See
"Related Party Transactions -- Stockholders Voting Agreement."

(5) Advance Internet's address is 30 Journal Square, Suite 400, Jersey City, NJ
07306.

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(6) Includes 196,930 options that are or will become exercisable within 60 days
of the date of this prospectus.

(7) Includes 100,000 shares owned by AS-IS Holdings, LLC, a limited liability
company of which Mr. Beyda, his spouse and the Gil Beyda 1999 Family Trust
Indenture are the only members.

(8) Includes 10,000 options that are or will become exercisable within 60 days
of the date of this prospectus.

(9) Drs. Annasohn and Wagli and Mr. Steiner are members of the executive
committee of PubliGroupe and may be deemed to beneficially own the shares
of our common stock owned by PubliGroupe. Their business address is the
same as PubliGroupe's.

(10) Includes 216,930 options that are or will become exercisable within 60 days
of the date of this prospectus.

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DESCRIPTION OF CAPITAL STOCK

GENERAL

Our authorized capital stock consists of 120,000,000 shares of common
stock, par value $.001 per share, and 9,000,000 shares of preferred stock, par
value $.001 per share. Upon completion of this offering, we will have
approximately shares ( shares if the underwriters'
over-allotment option is exercised in full) of common stock issued and
outstanding, and no shares of preferred stock issued and outstanding.

The following is a summary only of our certificate of incorporation and
bylaws and of the Delaware General Corporation Law. We have filed copies of our
certificate of incorporation and bylaws as exhibits to the registration
statement of which this prospectus forms a part.

COMMON STOCK

The holders of our common stock are entitled to dividends that our board of
directors may declare from funds legally available therefor, subject to the
preferential rights of the holders of our preferred stock, if any. The holders
of our common stock are entitled to one vote per share on any matter to be voted
upon by stockholders. Our certificate of incorporation does not provide for
cumulative voting in connection with the election of directors, and accordingly,
holders of more than 50% of the shares voting will be able to elect all of the
directors.

Upon any voluntary or involuntary liquidation, dissolution, or winding up
of our affairs, the holders of our common stock are entitled to share ratably in
all assets remaining after payment of creditors and subject to prior
distribution rights of holders of our preferred stock, if any. All of the
outstanding shares of common stock are, and the shares offered by us will be,
fully paid and non-assessable.

PREFERRED STOCK

Our certificate of incorporation provides that our board of directors may
by resolution establish one or more classes or series of preferred stock having
such number of shares and relative voting rights, designation, dividend rates,
liquidation, and other rights, preferences and limitations as may be fixed by
them without further stockholder approval. The holders of our preferred stock
may be entitled to preferences over common stockholders with respect to
dividends, liquidation, dissolution or our winding up in such amounts as are
established by our board of directors' resolutions issuing such shares.

The issuance of our preferred stock may have the effect of delaying,
deferring or preventing a change in control of Real Media without further action
by the stockholders and may adversely affect voting and other rights of holders
of our common stock. In addition, the issuance of preferred stock, while
providing desirable flexibility in connection with possible acquisitions and
other corporate purposes, could make it more difficult for a third party to
acquire a majority of the outstanding shares of voting stock. At present, we
have no plans to issue any shares of preferred stock.

Prior to the completion of this offering, 450,000 shares of our Series A
Convertible Preferred Stock will be outstanding. The holders of Series A
Convertible Preferred Stock are not entitled to vote on matters submitted to our
stockholders. Shares of Series A Convertible Preferred Stock convert into an
equal number of shares of our common stock immediately upon the completion of
this offering.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW; CERTAIN ANTI-TAKEOVER,
LIMITED LIABILITY AND
INDEMNIFICATION PROVISIONS

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. Section 203 prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the

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person became an "interested stockholder," unless the business combination is
approved in a prescribed manner. A "business combination" includes certain
mergers, asset sales, and other transactions resulting in a financial benefit to
the "interested stockholder." Subject to certain exceptions, an "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within the past three years did own, 15% of the corporation's voting stock.

Certain provisions of our certificate of incorporation and bylaws could
have anti-takeover effects. These provisions are intended to enhance the
likelihood of continuity and stability in the composition of the corporate
policies formulated by our board of directors. In addition, these provisions
also are intended to ensure that our board of directors will have sufficient
time to act in what the board of directors believes to be in the best interests
of us and our stockholders. These provisions also are designed to reduce our
vulnerability to an unsolicited proposal for our takeover that does not
contemplate the acquisition of all of our outstanding shares or an unsolicited
proposal for the restructuring or sale of all or part of Real Media. The
provisions are also intended to discourage certain tactics that may be used in
proxy fights. However, these provisions could delay or frustrate the removal of
incumbent directors or the assumption of control of us by the holder of a large
block of common stock, and also could discourage or make more difficult a
merger, tender offer or proxy contest, even if such event would be favorable to
the interests of our stockholders.

CLASSIFIED BOARD OF DIRECTORS

Our certificate of incorporation provides for our board of directors to be
divided into three classes of directors, with each class as nearly equal in
number as possible, serving staggered three-year terms (other than directors who
may be elected by holders of preferred stock). As a result, approximately
one-third of our board of directors will be elected each year. The classified
board provision will help assure the continuity and stability of our board of
directors and our business strategies and policies as determined by our board of
directors. The classified board provision could have the effect of discouraging
a third party from making an unsolicited tender offer or otherwise attempting to
obtain control of us without the approval of our board of directors. In
addition, the classified board provision could delay stockholders who do not
like the policies of our board of directors from electing a majority of our
board of directors for two years.

NO STOCKHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS

Our certificate of incorporation provides that stockholder action can only
be taken at an annual or special meeting of stockholders and prohibits
stockholder action by written consent in lieu of a meeting. Our bylaws provide
that special meetings of stockholders may be called only by our board of
directors or our chief executive officer. Our stockholders are not permitted to
call a special meeting of stockholders or to require that our board of directors
call a special meeting.

ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES

Our bylaws establish an advance notice procedure for our stockholders to
make nominations of candidates for election as directors or to bring other
business before an annual meeting of our stockholders. The advance notice
procedure provides that only persons who are nominated by, or at the direction
of, our board of directors or its chairman, or by a stockholder who has given
timely written notice to our secretary or any assistant secretary prior to the
meeting at which directors are to be elected, will be eligible for election as
our directors. The advance notice procedure also provides that at an annual
meeting only such business may be conducted as has been brought before the
meeting by, or at the direction of, our board of directors or its chairman or by
a stockholder who has given timely written notice to our secretary or any
assistant secretary of such stockholder's intention to bring such business
before such meeting. Under the advance notice procedure, if a stockholder
desires to submit a proposal or nominate persons for election as directors at an
annual meeting, the stockholder must submit written notice to Real Media not
less than 90 days nor more than 120 days prior to the first anniversary of the
previous year's annual meeting. In addition, under the advance notice procedure,
a stockholder's notice to Real Media proposing to nominate

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a person for election as a director or relating to the conduct of business other
than the nomination of directors must contain certain specified information. If
the chairman of a meeting determines that business was not properly brought
before the meeting, in accordance with the advance notice procedure, such
business shall not be discussed or transacted.

NUMBER OF DIRECTORS; REMOVAL; FILLING VACANCIES

Our certificate of incorporation and bylaws provide that our board of
directors will consist of not less than three nor more than nine directors
(other than directors elected by holders of our preferred stock), the exact
number to be fixed from time to time by resolution adopted by our directors.
Further, subject to the rights of the holders of any series of our preferred
stock, if any, our certificate of incorporation and bylaws authorize our board
of directors to elect additional directors under specified circumstances and
fill any vacancies that occur in our board of directors by reason of death,
resignation, removal or otherwise. A director so elected by our board of
directors to fill a vacancy or a newly created directorship holds office until
the next election of the class for which such director has been chosen and until
his successor is elected and qualified. Subject to the rights of the holders of
any series of our preferred stock, if any, our certificate of incorporation and
bylaws also provide that directors may be removed only for cause and only by the
affirmative vote of holders of a majority of the combined voting power of the
then outstanding stock of Real Media. The effect of these provisions is to
preclude a stockholder from removing incumbent directors without cause and
simultaneously gaining control of our Board of Directors by filling the
vacancies created by such removal with its own nominees.

INDEMNIFICATION

We have included in our certificate of incorporation and bylaws provisions
to eliminate the personal liability of our directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by the
Delaware General Corporation Law, and to indemnify our directors and officers to
the fullest extent permitted by Section 145 of the Delaware General Corporation
Law, including circumstances in which indemnification is otherwise
discretionary. We believe that these provisions are necessary to attract and
retain qualified persons as directors and officers.

CERTIFICATE OF INCORPORATION

The provisions of our certificate of incorporation that could have
anti-takeover effects as described above are subject to amendment, alteration,
repeal or rescission by the affirmative vote of the holders of not less than
two-thirds (66 2/3%) of the outstanding shares of voting securities. This
requirement makes it more difficult for stockholders to make changes to the
provisions in our certificate of incorporation, which could have anti-takeover
effects by allowing the holders of a minority of the voting securities to
prevent the holders of a majority of voting securities from amending these
provisions of our certificate of incorporation.

BYLAWS

Our certificate of incorporation provides that our bylaws are subject to
adoption, amendment, alteration, repeal or rescission either by our board of
directors without the assent or vote of our stockholders, or by the affirmative
vote of the holders of not less than two-thirds (66 2/3%) of the outstanding
shares of voting securities. This provision makes it more difficult for
stockholders to make changes in our bylaws.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is American Stock
Transfer & Trust Company. The transfer agent and registrar's address is 40 Wall
Street, New York, New York 10005, and its telephone number is (212) 936-5100.

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SHARES ELIGIBLE FOR FUTURE SALE

Immediately upon completion of this offering, shares of our
common stock will be outstanding, or shares if the underwriters
exercise their over-allotment option in full. Of these shares, the
shares of our common stock sold in this offering, assuming the underwriters
exercise their over-allotment option in full, assuming no exercise of
outstanding options, will be freely transferable without restriction or further
registration under the Securities Act of 1933, unless held by one of our
"affiliates," as that term is defined under Rule 144 under the Securities Act.
The remaining 26,412,675 shares of our common stock were issued prior to this
offering and are "restricted securities," as that term is defined under Rule
144. These shares are restricted securities because they were issued in private
transactions not involving a public offering and may not be sold in the absence
of registration other than in accordance with Rule 144 or another exemption from
registration. In addition, there are outstanding options to purchase 1,495,206
shares of our common stock which will be eligible for sale in the public market
from time to time, subject to vesting and applicable laws and, in some cases, to
the expiration of lock-up agreements.

Beginning on the 91st day after the date of this prospectus,

- 417,312 restricted shares will be eligible for sale.

Beginning on the 181st day after the date of this prospectus,

- 1,165,720 restricted shares will be eligible for sale, subject to a
stockholders voting agreement. See "Related Party
Transaction -- Stockholders Voting Agreement."

- 24,829,643 restricted shares will be eligible for sale, subject to
compliance with Rule 144 and in some cases, subject to a stockholders
voting agreement.

Prior to this offering, there has been no public market for our common
stock. No information is currently available and we cannot predict the timing or
amount of future sales of shares, or the effect, if any, that future sales of
the shares, or the availability of shares for future sale, will have on the
market price of our common stock prevailing from time to time. Sales of
substantial amounts of our common stock (including shares issuable upon the
exercise of stock options) in the public market after the lapse of the
restrictions described below, or the perception that such sales may occur, could
materially adversely effect the prevailing market prices for our common stock
and our ability to raise equity in the future. See "Risk Factors -- Risks
Relating to the Offering -- We expect to experience volatility in our stock
price that could affect your investment" and "Risk Factors -- Risks Relating to
the Offering -- Sales of our shares after this offering could result in a
decline in our stock price."

RULE 144

In general, under Rule 144, beginning on the 91st day after the date of
this prospectus, a person who owns shares that were purchased from us or any of
our affiliates at least one year previously, including a person who may be
deemed our affiliate, is entitled to sell within any three-month period a number
of shares that does not exceed the greater of:

- 1% of the then outstanding shares of our common stock, which we expect
will equal approximately shares immediately after this offering,
or

- the average weekly trading volume of our common stock on the Nasdaq
National Market during the four calendar weeks preceding the date on
which notice of the sale is filed with the SEC.

Sales under Rule 144 are also subject to certain restrictions as to the
manner of sale, notice requirements and the availability of current public
information about us.

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In addition, under Rule 144(k), if a period of at least two years has
elapsed since the later of the date restricted securities were acquired from us
or one our affiliates, a stockholder who is not one of our affiliates at the
time of sale and who has not been one of our affiliates for at least three
months prior to the sale would be entitled to sell shares of our common stock on
the public market immediately without complying with the volume limitations,
manner of sale, public information or notice provisions of requirements under
Rule 144. Rule 144 does not require the same person to have held the securities
for the applicable periods.

RULE 701

Any employee, director or officer of, or some consultants to, Real Media
who acquired shares pursuant to a written compensatory plan or contract may be
entitled to rely on the resale provisions of Rule 701 of the Securities Act,
which permits non-affiliates to sell their Rule 701 shares without having to
comply with the public information, holding period, volume limitation or notice
provisions of Rule 144, and permits Real Media affiliates to sell their Rule 701
shares without having to comply with the holding period restrictions of Rule
144, in each case, beginning on the 91st day after the date of this prospectus.
417,312 shares issued will be eligible for sale in reliance upon Rule 701.

LOCK-UP AGREEMENTS

In addition to the restrictions on resale described above, Real Media,
PubliGroupe, Advance Internet, our directors, our executive officers and certain
other stockholders have entered into lock-up agreements under which they have
agreed not to offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, or, in the case of Real Media, file with the SEC a
registration statement under the Securities Act relating to, any shares of our
common stock or securities convertible into or exchangeable or exercisable for
any shares of our common stock, or publicly disclose the intention to make any
such offer, sale, pledge, disposition or filing, without the prior written
consent of Credit Suisse First Boston Corporation and Banc of America Securities
LLC, for a period of 180 days after the date of this prospectus, except in our
use for the filing of a registration statement on Form S-8 or grants of employee
stock options in connection with or pursuant to the terms of a plan in effect on
the date hereof, issuances of securities pursuant to the exercise of employee
stock options outstanding on the date hereof or the exercise of any other stock
options outstanding on the date hereof. Consequently, although some of the
shares owned by these persons and entities may be eligible for earlier sale
under the provisions of Rule 144, these persons may not sell these shares until
181 days after the date of this prospectus.

SWX SWISS EXCHANGE

Under the listing rules of the SWX New Market of the SWX Swiss Exchange,
Real Media and any stockholder who owns more than two percent of our common
stock prior to this offering must jointly and severally agree not to sell or
announce any intention to sell any of their equity securities of Real Media
during the six-month period beginning on the first trading day of our common
stock. After this six-month period, there are no restrictions under the rules of
the SWX New Market of the SWX Swiss Exchange on such stockholders' ability to
sell our common stock on the SWX New Market of the SWX Swiss Exchange.

REGISTRATION ON FORM S-8

Prior to the completion of this offering, we intend to file a registration
statement on Form S-8 to register shares of our common stock issuable
under our 1999 employee stock option plan. All of these shares generally will be
available for sale in the open market from time to time, subject to vesting
provisions, Rule 144 volume limitations applicable to our affiliates and, in the
case of some of the options, the expiration of lock-up agreements.

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<PAGE> 75

PRINCIPAL TAX CONSEQUENCES TO NON-U.S. HOLDERS

CERTAIN UNITED STATES TAX CONSEQUENCES

The following discussion summarizes principal U.S. federal income and
estate tax consequences of the ownership and disposition of common stock by
"Non-U.S. Holders". You are a "non-U.S. holder" for U.S. federal income tax
purposes if you are:

- a non-resident alien individual;

- a foreign corporation;

- a foreign partnership; or

- an estate or trust that in either case is not subject to U.S. federal
income tax on a net income basis on income or gain from common stock.

This discussion does not consider the specific facts and circumstances that
may be relevant to particular holders and does not address the treatment of
holders of common stock under the laws of any state, local or foreign taxing
jurisdiction. This discussion is based on the tax laws of the U.S., including
the Internal Revenue Code, as amended to the date hereof, existing and proposed
regulations thereunder, and administrative and judicial interpretation thereof,
as currently in effect. These laws are subject to change, possibly on a
retroactive basis.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS WITH REGARD TO THE APPLICATION OF
THE FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS TO THE
APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS TO WHICH YOU
MAY BE SUBJECT.

DIVIDENDS

If you are a non-U.S. holder of our common stock, dividends paid to you are
subject to withholding of U.S. federal income tax at a 30% rate or at a lower
rate if so specified in an applicable income tax treaty. If, however, the
dividends are effectively connected with your conduct of a trade or business
within the U.S., and they are attributable to a permanent establishment that you
maintain in the U.S., if that is required by an applicable income tax treaty as
a condition for subjecting you to U.S. income tax on a net income basis on such
dividends, then such "effectively connected" dividends generally are not subject
to withholding tax. Instead, such effectively connected dividends are taxed at
rates applicable to U.S. citizens, resident aliens and domestic U.S.
corporations.

Effectively connected dividends received by a non-U.S. corporation may,
under certain circumstances, be subject to an additional "branch profits tax" at
a 30% rate or at a lower rate if so specified in an applicable income tax
treaty.

Under currently effective U.S. Treasury regulations, dividends paid to an
address in a foreign country are presumed to be paid to a resident of that
country, unless the payor has knowledge to the contrary, for purposes of the 30%
withholding tax discussed above. Under current interpretations of U.S. Treasury
regulations, this presumption that dividends paid to an address in a foreign
country are paid to a resident of that country, unless the payor has knowledge
to the contrary, also applies for the purposes of determining whether a lower
tax treaty rate applies.

Under U.S. Treasury regulations that will generally apply to dividends paid
after December 31, 2000, the "New Regulations," if you claim the benefit of a
lower treaty rate, you must satisfy certain certification requirements. In
addition, in the case of common stock held by a foreign partnership, the
certification requirements generally will apply to the partners of the
partnership and the partnership must provide certain information, including a
U.S. taxpayer identification number. The final withholding regulations also
provide look-through rules for tiered partnerships.

If you are eligible for a reduced rate of U.S. withholding tax under a tax
treaty, you may obtain a refund of any excess amounts withheld by filing a
refund claim with the IRS.

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GAIN ON DISPOSITION OF COMMON STOCK

If you are a non-U.S. holder you generally will not be subject to U.S. federal
income tax on gain recognized on a disposition of common stock unless:

- the gain is effectively connected with your conduct of a trade or
business in the U.S., and the gain is attributable to a permanent
establishment that you maintain in the U.S., if that is required by an
applicable income tax treaty as a condition for subjecting you to U.S.
taxation on a net income basis on gain from the sale or other disposition
of the common stock;

- you are an individual, you hold the common stock as a capital asset and
you are present in the U.S. for 183 or more days in the taxable year of
the sale and certain other conditions exist; or

- we are or have been a "United States real property holding corporation"
for federal income tax purposes and you held, directly or indirectly, at
any time during the five-year period ending on the date of disposition,
more than 5% of our common stock, and you are not eligible for any treaty
exemption.

Effectively connected gains recognized by a corporate non-U.S. holder may
also, under certain circumstances, be subject to an additional "branch profits
tax" at a 30% rate or at a lower rate if so specified in an applicable income
tax treaty.

We have not been, are not, and do not anticipate becoming a "United States
real property holding corporation" for federal income tax purposes.

FEDERAL ESTATE TAXES

Common stock held by an individual non-U.S. holder at the time of death
will be included in the holder's gross estate for U.S. federal estate tax
purposes and may be subject to U.S. federal estate taxes, unless an applicable
estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING

In general, U.S. information reporting requirements and backup withholding
tax will not apply to dividends paid to you if you are either:

- subject to the 30% withholding tax discussed above, or

- not subject to the 30% withholding tax because an applicable tax treaty
reduces or eliminates such withholding tax.

If you do not meet either of these requirements for exemption and you fail to
provide certain information, including your U.S. taxpayer identification number,
or otherwise establish your status as an "exempt recipient," you may be subject
to backup withholding of U.S. federal income tax at a rate of 31% on dividends
paid with respect to common stock.

Under current law, the payor may generally treat dividends paid to a payee
with a foreign address as exempt from backup withholding and information
reporting unless the payor has definite knowledge that the payee is a U.S.
person. However, under the New Regulations, dividend payments generally will be
subject to information reporting and backup withholding unless certain
certification requirements are met. See the discussion under "Dividends" in this
section for the rules applicable to foreign partnerships under the New
Regulations.

U.S. information reporting and backup withholding requirements generally
will not apply to a payment of the proceeds of a sale of common stock made
outside the U.S. through an office outside the U.S. of a non-U.S. broker.
However, U.S. information reporting, but not backup withholding, will apply to a

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payment made outside the U.S. of the proceeds of a sale of common stock through
an office outside the U.S. of a broker that:

- is a U.S. person;

- derives 50% or more of its gross income for certain periods from the
conduct of a trade or business in the U.S.;

- is a "controlled foreign corporation" as to the U.S.; or

- with respect to payments made after December 31, 2000, is a foreign
partnership with certain connections to the U.S.

in each case, unless the broker has documentary evidence in its records that the
holder or beneficial owner is a non-U.S. person and has no knowledge to the
contrary or the holder otherwise establishes an exemption.

Payment of the proceeds of a sale of common stock to or through a U.S.
office of a broker is subject to both U.S. backup withholding and information
reporting unless the holder certifies its non-U.S. status under penalty of
perjury or otherwise establishes an exemption.

Backup withholding is not an additional tax and you may apply any taxes
that are withheld against your tax liability and you generally may obtain a
refund of any excess amounts withheld under the backup withholding rules by
filing a refund claim with the Internal Revenue Service.

CERTAIN SWISS TAX CONSEQUENCES

The following is a summary of certain Swiss federal income tax
considerations relevant to the purchase, ownership and disposition of shares of
common stock and, unless otherwise indicated, is applicable only to stockholders
that are resident in Switzerland. This summary does not purport to be a
comprehensive description of all of the tax considerations that may be relevant
to an investment in shares of common stock, and is based on treaties, laws,
regulations, rulings and decisions currently in effect, all of which are subject
to change. Prospective investors should consult their own advisers as to the tax
consequences of the purchase, ownership and disposition of shares of common
stock in light of their particular circumstances.

The statements and discussion of certain Swiss taxes set forth below are of
a general nature only and do not address every potential tax consequence of an
investment in shares under Swiss law. Potential investors will therefore need to
consult their own tax advisers to determine the special tax consequences of the
receipt, ownership and sale or other dispositions of shares of common stock.

CREDIT FOR U.S. WITHHOLDING TAXES

Subject to certain requirements, shareholders resident in Switzerland may
claim the U.S. withholding tax withheld from any dividends that we may pay to
them as a credit against their Swiss income taxes on the respective dividend
income.

GAIN ON SALE OF COMMON STOCK

Under current Swiss tax rules, gain on the sale of shares of common stock
of individuals resident in Switzerland is generally not subject to income tax
provided the shares of common stock are part of their private property (as
defined under applicable tax regulation), and further provided that such persons
are not taxed as professional securities dealers. We currently have no intention
of repurchasing any of the shares we sell in this offering. However, if we were
to repurchase any such shares, any gains an individual resident in Switzerland
may realize may be deemed taxable dividend income rather than gain if certain
conditions are met.

Gains realized on shares of common stock as part of the business property
of a Swiss tax resident person or entity are included in the taxable income of
such person or entity.

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Under current Swiss tax law, a holder of our common stock who (i) is a
non-resident of Switzerland, (ii) during the taxable year has not engaged in a
trade or business through a permanent establishment within Switzerland and (iii)
is not subject to taxation in Switzerland for any other reason will be exempt
from Swiss Federal, Cantonal or Municipal Income Tax or other Swiss tax on gains
realized during the year on the sale of our common stock.

WITHHOLDING TAX ON DIVIDENDS AND DISTRIBUTIONS

Any dividends paid and similar cash or in kind distributions made by us to
a stockholder are not subject to Swiss Federal withholding tax.

INCOME TAX ON DIVIDENDS

Swiss residents receiving dividends or similar distributions (including
stock dividends and liquidation proceeds in excess of the par value of common
stock held) from us are required to include such amount in their personal income
tax returns. Swiss stockholders who are corporations may under certain
circumstances benefit from income tax relief with respect to qualifying dividend
income.

STAMP DUTY UPON TRANSFER OF COMMON STOCK

Each party to a transfer of ownership of our common stock may be subject to
transfer stamp duty at a rate of 0.15% of the consideration paid (i.e. up to a
total of 0.3%) if a Swiss bank or any other Swiss security dealer (as defined by
the Swiss Federal Stamp Tax Act) is a contractual party or acts as an
intermediary to the transfer. Additionally, sales of our common stock through
the facilities of the SWX Swiss Exchange may be subject to a stock exchange levy
at a rate of up to 0.02% of the consideration paid.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting
agreement dated , 2000, we have agreed to sell to the underwriters
named below, for whom Credit Suisse First Boston Corporation and Banc of America
Securities LLC, who are acting as joint book-running managers, and Lazard Freres
& Co. LLC are acting as representatives, the following respective numbers of
shares of common stock:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
- ----------- ---------
<S> <C>
Credit Suisse First Boston Corporation......................
Banc of America Securities LLC..............................
Lazard Freres & Co. LLC.....................................

--------
Total.............................................
========
</TABLE>

The underwriting agreement provides that the underwriters are obligated to
purchase all of the shares of common stock in the offering if any are purchased,
other than those shares covered by the over-allotment option described below.
The underwriting agreement also provides that if an underwriter defaults, the
purchase commitments of non-defaulting underwriters may be increased or the
offering of common stock may be terminated.

We have granted to the underwriters a 30-day option to purchase on a pro
rata basis up to additional shares from us at the initial public
offering price less the underwriting discounts and commissions. The option may
be exercised only to cover any over-allotments of common stock.

The underwriters propose to offer the shares of common stock initially at
the public offering price on the cover page of this prospectus and to selling
group members at that price less a concession of $ per share. The
underwriters and selling group members may allow a discount of $ per share
on sales to other broker/dealers. After the initial public offering, the public
offering price and concession and discount to broker/dealers may be changed by
the representatives.

The following table summarizes the compensation and estimated expenses we
will pay.

<TABLE>
<CAPTION>
PER SHARE TOTAL
-------------------------------- --------------------------------
WITHOUT WITH WITHOUT WITH
OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT OVER-ALLOTMENT
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Underwriting discounts and
commissions paid by us............. $ $ $ $
Expenses payable by us............... $ $ $ $
</TABLE>

The underwriters have informed us that they do not expect discretionary
sales to exceed 5% of the shares of common stock being offered.

We, PubliGroupe, Advance Internet, our directors, our executive officers
and certain other stockholders have agreed not to offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, or, in our case, file
with the SEC a registration statement under the Securities Act relating to, any
shares of our common stock or securities convertible into or exchangeable or
exercisable for any shares of our common stock, or publicly disclose the
intention to make any such offer, sale, pledge, disposition or filing, without
the prior written consent of Credit Suisse First Boston Corporation and Banc of
America Securities LLC, for a period of 180 days after the date of this
prospectus, except in our case for the filing of a registration statement on
Form S-8 or grants of employee stock options in connection with or pursuant to
the terms of a plan in effect on the date hereof, issuances of securities
pursuant to the exercise of employee stock options outstanding on the date
hereof or the exercise of any other stock options outstanding on the date
hereof.

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<PAGE> 80

The underwriters have reserved for sale, at the initial public offering
price, up to shares of the common stock for employees, directors and
certain other persons associated with us who have expressed an interest in
purchasing common stock in the offering. The number of shares of our common
stock available for sale to the general public in the offering will be reduced
to the extent these persons purchase reserved shares. Any reserved shares not so
purchased will be offered by the underwriters to the general public on the same
terms as the other shares.

We have agreed to indemnify the underwriters against liabilities under the
Securities Act, or contribute to payments which the underwriters may be required
to make in that respect. PubliGroupe has agreed to indemnify the underwriters
against the breach of certain representations relating to Real Media Europe, or
contribute to payments which the underwriters may be required to make in that
respect.

Each of the underwriters has represented and agreed that:

(1) it has not offered or sold and prior to the date six months after
the date of issue will not offer or sell any of our common stock to persons
in the United Kingdom except to persons whose ordinary activities involved
them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted or do not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of the
Securities Regulations 1995;

(2) it has complied and will comply with all applicable provisions of
the Financial Services Act 1986 with respect to anything done by it in
relation to our common stock in, from or otherwise involving the United
Kingdom; and

(3) it has only issued or passed on and will only issue or pass on in
the United Kingdom any document received by it in connection with the issue
of our common stock to a person who is of a kind described in Article II(3)
of the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1996 or is a person to whom such document may otherwise lawfully be
issued or passed on.

We will make an application to list the shares of our common stock on the
Nasdaq National Market, subject to official notice of issuance, and on the SWX
New Market of the SWX Swiss Exchange under the symbol "RLMD."

Prior to the offering, there has been no public market for our common
stock. The initial public offering price for our common stock will be determined
by negotiation between us and the underwriters, and may not reflect the market
price for our common stock following the offering. Among the principal factors
considered in determining the initial public offering price will be:

- the information set forth in this prospectus and otherwise available to
the underwriters;

- market conditions for initial public offerings;

- the history of and prospects for the industry in which we are competing;

- our past and present operations;

- our past and present earnings and current financial position;

- the ability of our management;

- our prospects for future earnings;

- the present state of our development and our current financial condition;

- the recent market prices of, and the demand for, publicly traded common
stock of generally comparable companies;

- the general condition of the securities markets at the time of the
offering; and

- other relevant factors.

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<PAGE> 81

We cannot assure you that the initial public offering price will correspond
to the price at which our common stock will trade in the public market
subsequent to the offering or that an active trading market for our common stock
will develop and continue after the offering.

The representatives may engage in over-allotment, stabilizing transactions,
syndicate covering transactions, penalty bids and "passive" market making in
accordance with Regulation M under the Securities Exchange Act of 1934.

- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.

- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.

- Syndicate covering transactions involve purchases of the common stock in
the open market after the distribution has been completed in order to
cover syndicate short positions.

- Penalty bids permit the representatives to reclaim a selling concession
from a syndicate member when the common stock originally sold by such
syndicate member is purchased in a stabilizing transaction or a syndicate
covering transaction to cover syndicate short term positions.

- In "passive" market making, market makers in the common stock who are
underwriters or prospective underwriters may, subject to certain
limitations, make bids for or purchases of the common stock until the
time, if any, at which a stabilizing bid is made.

These stabilizing transactions, syndicate covering transactions and penalty
bids may cause the price of the common stock to be higher than it would
otherwise be in the absence of these transactions. These transactions may be
effected on the Nasdaq National Market or otherwise and, if commenced, may be
discontinued at any time.

The underwriters and their affiliates have provided and will in the future
continue to provide investment banking and other financial services, including
the provision of credit facilities, for us and certain of our affiliates in the
ordinary course of business for which they have received and will receive
customary compensation.

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NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the common stock in Canada is being made only on a
private placement basis exempt from the requirement that we prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of common stock are effected. Accordingly, any resale of the common stock
in Canada must be made in accordance with applicable securities laws which will
vary depending on the relevant jurisdiction, and which may require resales to be
made in accordance with available statutory exemptions or pursuant to a
discretionary exemption granted by the applicable Canadian securities regulatory
authority. Purchasers are advised to seek legal advice prior to any resale of
the common stock.

REPRESENTATIONS TO PURCHASERS

Each purchaser of common stock in Canada who receives a purchase
confirmation will be deemed to represent to us and the dealer from whom such
purchase confirmation is received that: (1) such purchaser is entitled under
applicable provincial securities laws to purchase such common stock without the
benefit of a prospectus qualified under such securities laws; (2) where required
by law, that such purchaser is purchasing as principal and not as agent; and (3)
such purchaser has reviewed the text above under "Resale Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons outside
Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of common stock to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
common stock acquired by such purchaser pursuant to this offering. Such report
must be filed in the form attached to British Columbia Securities Commission
Blanket Order BOR #95/17, a copy of which may be obtained from us. Only one such
report must be filed in respect of common stock acquired on the same date and
under the same prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of common stock should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the common
stock in their particular circumstances and with respect to the eligibility of
the common stock for investment by the purchaser under relevant Canadian
legislation.

78
<PAGE> 83

LEGAL MATTERS

Dechert Price & Rhoads, Philadelphia, Pennsylvania, will pass upon the
validity of our common stock offered by this prospectus for Real Media. Simpson
Thacher & Bartlett, New York, New York, will pass upon certain legal matters for
the underwriters.

EXPERTS

The financial statements of Real Media, Inc. and the combined financial
statements of Real Media Europe as of December 31, 1997 and 1998 and for each of
the years in the three-year period ended December 31, 1998 and as of and for the
nine-month period ended September 30, 1999 appearing in this prospectus and the
registration statement of which this prospectus constitutes a part, and the
related financial statement schedule included elsewhere in the registration
statement, have been audited by Ernst & Young LLP, independent auditors, in the
case of Real Media, Inc., and by ATAG Ernst & Young AG, independent auditors, in
the case of Real Media Europe, as set forth in their reports thereon appearing
elsewhere herein, and are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the
Securities Act with respect to our common stock offered by this prospectus. This
prospectus is a part of the registration statement and does not contain all of
the information set forth in the registration statement and the exhibits to the
registration statement. For further information with respect to Real Media and
our common stock, we refer you to the registration statement and the exhibits
filed as a part of the registration statement. Statements contained in this
prospectus concerning the contents of any contract, agreement or other document
are not necessarily complete; we refer you in each instance to the copy of the
contract or other document filed as an exhibit to the registration statement and
our statements are qualified by this reference. You may inspect the registration
statement, including its exhibits, without charge and obtain copies of all or
any part thereof at prescribed fees at the following SEC offices:

<TABLE>
<S> <C> <C>
Public Reference Room Citicorp Center Seven World Trade Center
450 Fifth Street, N.W. 500 West Madison Street 13th Floor
Washington, D.C. 20549 Suite 1400 New York, New York 10048
Chicago, Illinois 60661
</TABLE>

You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that
provides online access to reports, proxy and information statements and other
information regarding registrants that file electronically with the SEC at the
address http://www.sec.gov.

Upon completion of this offering, we will be required to file annual,
quarterly and current reports, proxy statements and other information with the
SEC. You may read and copy any of these documents at the SEC's offices
identified above. Upon approval of our common stock for listing on the Nasdaq
National Market, you may also review these documents at 1735 K Street, N.W.,
Washington, D.C. 20006.

79
<PAGE> 84

TRANSFER OF SHARES ON THE SWX SWISS EXCHANGE

Our common stock is issued only in registered form, which means that the
holder of such shares is registered in our stock register maintained by our
United States transfer agent and registrar. The United States transfer agent and
registrar for the common stock is American Stock Transfer & Trust Company. In
general, the common stock will trade on the SWX Swiss Exchange only through
transfers of beneficial interests held through transfers of shares registered in
the name of the Swiss Nominee Company (SNOC). SNOC is a corporation incorporated
in Switzerland and owned by a number of Swiss banks and provides nominee
services for the benefit of beneficial holders of shares. Any investor who holds
a certificate representing shares of common stock directly, rather than such
beneficial interests registered in the name of SNOC, and who desires to sell
such shares of common stock on the SWX Swiss Exchange, will be required to
deposit the certificate with the United States transfer agent. The United States
transfer agent will register the shares in the name of SNOC in order to make the
share certificates eligible for the Swiss security clearing system SIS
SEGAINTERSETTLE AG (SIS) and tradable on the SWX Swiss Exchange and the investor
will receive a beneficial interest therein. Certificates representing shares of
common stock held through SNOC will not be issued unless such shares are
withdrawn from SNOC, in which case the shares will not be eligible to trade on
the SWX Swiss Exchange unless redeposited as described above. SNOC will be the
registered owner of all shares of Common Stock that are held by investors
through SNOC.

Generally, all transfers of common stock will be registered by brokers and
other financial institutions and SIS in SNOC's books. In this connection SIS is
acting as clearing house for transactions involving more than one broker or
other financial institutions. The United States transfer agent will not know the
beneficial owners of the common stock that is held through SNOC. The brokers and
other financial institutions will be responsible for keeping account of the
common stock holdings on behalf of their customers.

Communications by our stockholders regarding stockholders' meetings and
dividend payments will be transmitted through the U.S. transfer agent to SNOC.
SNOC will transmit these communications to SIS which will make available such
communications to brokers or other financial institutions for the benefit of the
investors. Such communications will also be made by publications in newspapers
in Zurich and Geneva and on at least one electronic media such as Reuters or
Bloomberg.

SNOC will consent or vote with respect to such shares on behalf of
beneficial owners thereof provided it receives appropriate instructions from
brokers or other financial institutions acting on behalf of beneficial owners in
accordance with SNOC's standard rules and procedures and any laws or other
regulations applicable to Real Media.

Any dividend or other payments on common stock held through SNOC will be
made by to the U.S. transfer agent who upon receipt of such
payments, will credit SNOC for the amount of such payments. Payments by SNOC to
the beneficial owners of common stock will be governed by SNOC's and SIS's
customary practices, and will be the sole responsibility of SNOC subject to any
statutory or regulatory requirements as may be in effect from time to time. Any
dividends will be converted into Swiss Francs and distributed by SIS.

80
<PAGE> 85

NOTICE TO HOLDERS OF SHARES TRADED ON THE
SWX NEW MARKET OF THE SWX SWISS EXCHANGE

CLEARING CODES

The SIS security number (Valorennummer) for the shares of Real Media common
stock is 1 035 929. The ISIN is CH 001 035 929 4. The ticker symbol will be
RLMD.

PAYING AGENT

Real Media has appointed Credit Suisse First Boston, Zurich, and Credit
Suisse, Zurich, as paying agents for the shares traded on the SWX New Market of
the SWX Swiss Exchange to make dividend or related payments.

MARKET MAKER

Credit Suisse First Boston, Zurich, will serve as a market marker for the
shares of Real Media common stock on the SWX New Market of the SWX Swiss
Exchange.

NOTICES

Notices required under the Listing Rules of the SWX Swiss Exchange will be
published in two Swiss newspapers in German and French. Real Media or the SWX
Swiss Exchange may also disseminate the relevant information about the online
exchange information systems.

RESPONSIBILITY

We have taken reasonable care to assure ourselves that the facts contained
in this prospectus are true and accurate in all material respects and that there
are no other material facts the omission of which would make misleading any
statement herein.

81
<PAGE> 86

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
REAL MEDIA, INC.
Report of Independent Auditors.............................. F-2
Balance Sheets as of December 31, 1997 and 1998 and
September 30, 1999........................................ F-3
Statements of Operations for the years ended December 31,
1996, 1997 and 1998 and for the nine months ended
September 30, 1998 (unaudited) and 1999................... F-4
Statements of Changes in Stockholders' Equity (Deficiency)
for the years ended December 31, 1996, 1997 and 1998 and
for the nine months ended September 30, 1999.............. F-5
Statements of Cash Flows for the years ended December 31,
1996, 1997 and 1998 and for the nine months ended
September 30, 1998 (unaudited) and 1999................... F-6
Notes to Financial Statements............................... F-7
REAL MEDIA EUROPE
Report of Independent Auditors.............................. F-16
Combined Balance Sheets as of December 31, 1997 and 1998 and
September 30, 1999........................................ F-17
Combined Statements of Operations for the years ended
December 31, 1996, 1997 and 1998 and for the nine months
ended September 30, 1999.................................. F-18
Combined Statements of Changes in Shareholder's Equity
(Deficiency) for the years ended December 31, 1996, 1997
and 1998 and for the nine months ended September 30,
1999...................................................... F-19
Combined Statements of Cash Flows for the years ended
December 31, 1996, 1997 and 1998 and for the nine months
ended September 30, 1999.................................. F-20
Notes to Combined Financial Statements...................... F-21
</TABLE>

F-1
<PAGE> 87

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Real Media, Inc.

We have audited the accompanying balance sheets of Real Media, Inc. (the
"Company") as of December 31, 1997 and 1998 and September 30, 1999, and the
related statements of operations, changes in stockholders' equity (deficiency)
and cash flows for each of the three years in the period ended December 31, 1998
and for the nine months ended September 30, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Real Media, Inc. as of
December 31, 1997 and 1998 and September 30, 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998 and for the nine months ended September 30, 1999 in conformity
with accounting principles generally accepted in the United States.

New York, New York
November 17, 1999, except for Note 9, as
to which the date is February 8, 2000.

F-2
<PAGE> 88

REAL MEDIA, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- SEPTEMBER 30,
1997 1998 1999
----------- ----------- -------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................... $ 48,650 $ 638,998 $ 374,026
Accounts receivable, less allowance of $40,000 at
December 31, 1998 and $229,000 at September 30,
1999........................................... 188,008 883,743 3,075,412
Due from affiliates............................... 24,210 10,622 89,804
Due from stockholder.............................. -- -- 100,000
Prepaid and other current assets.................. 3,707 14,422 56,757
----------- ----------- -----------
Total current assets................................ 264,575 1,547,785 3,695,999
Property and equipment, net......................... 87,978 111,446 397,258
Other............................................... 8,760 10,760 48,760
----------- ----------- -----------
Total assets........................................ $ 361,313 $ 1,669,991 $ 4,142,017
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable.................................. $ 282,744 $ 861,452 $ 2,051,161
Accrued expenses.................................. 67,305 32,947 289,601
Notes payable -- stockholders..................... 834,000 -- 1,000,000
Due to affiliates................................. -- -- 266,240
Deferred revenue.................................. 100,000 273,783 511,302
Deferred revenue -- stockholder................... -- 473,506 374,223
----------- ----------- -----------
Total current liabilities........................... 1,284,049 1,641,688 4,492,527
Commitments
Stockholders' equity (deficiency):
Preferred stock -- $.001 par value; 9,000,000
shares authorized; no shares issued and
outstanding.................................... -- -- --
Common stock -- $.001 par value; 18,000,000 shares
authorized; 6,240,000, 8,440,062 and 9,676,180
shares issued and outstanding at December 31,
1997 and 1998 and September 30, 1999,
respectively................................... 6,240 8,440 9,676
Additional paid-in capital........................ 1,344,408 4,409,502 8,027,438
Accumulated deficit............................... (2,273,384) (4,389,639) (8,372,107)
Deferred compensation............................. -- -- (15,517)
----------- ----------- -----------
Total stockholders' equity (deficiency)............. (922,736) 28,303 (350,510)
----------- ----------- -----------
Total liabilities and stockholders' equity
(deficiency)...................................... $ 361,313 $ 1,669,991 $ 4,142,017
=========== =========== ===========
</TABLE>

See accompanying notes.
F-3
<PAGE> 89

REAL MEDIA, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------------- -------------------------
1996 1997 1998 1998 1999
---------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenue.......................... $ 92,877 $ 553,520 $ 2,103,288 $ 1,419,868 $ 4,819,186
Cost of revenue.................. 72,301 335,342 868,072 649,970 1,861,673
---------- ----------- ----------- ----------- -----------
Gross profit..................... 20,576 218,178 1,235,216 769,898 2,957,513
Operating expenses:
Sales and marketing............ 140,332 972,590 1,719,805 885,115 3,618,388
Product and technology
development................. 60,487 427,632 543,132 421,181 640,915
General and administrative..... 289,866 596,678 1,126,653 740,763 2,692,176
---------- ----------- ----------- ----------- -----------
Total operating expenses......... 490,685 1,996,900 3,389,590 2,047,059 6,951,479
---------- ----------- ----------- ----------- -----------
Loss from operations............. (470,109) (1,778,722) (2,154,374) (1,277,161) (3,993,966)
Other income (expense):
Interest income................ 1,869 13,538 63,047 46,289 13,790
Interest expense............... (7,966) (31,994) (24,928) (24,927) (2,292)
---------- ----------- ----------- ----------- -----------
Net loss......................... $ (476,206) $(1,797,178) $(2,116,255) $(1,255,799) $(3,982,468)
========== =========== =========== =========== ===========
Basic and diluted loss per common
share.......................... $ (0.35) $ (0.30) $ (0.27) $ (0.16) $ (0.43)
Number of shares used in
computing basic and diluted
loss per share................. 1,356,493 5,968,767 7,849,253 7,658,212 9,227,267
</TABLE>

See accompanying notes.
F-4
<PAGE> 90

REAL MEDIA, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

Years ended December 31, 1996, 1997 and 1998
and the nine months ended September 30, 1999

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------------ PAID-IN ACCUMULATED DEFERRED
SHARES AMOUNT CAPITAL DEFICIT COMPENSATION TOTAL
--------- ------ ---------- ----------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Issuance of common stock
(including 3,440,000 shares
to founders)............... 5,690,000 $5,690 $ 997,750 $ -- $ -- $1,003,440
Issuance of stock options to
consultants................ -- -- 2,494 -- -- 2,494
Net loss..................... -- -- -- (476,206) -- (476,206)
--------- ------ ---------- ----------- -------- ----------
Balance at December 31,
1996....................... 5,690,000 5,690 1,000,244 (476,206) -- 529,728
Issuance of common stock..... 550,000 550 329,450 -- -- 330,000
Issuance of stock options to
consultants................ -- -- 14,714 -- -- 14,714
Net loss..................... -- -- -- (1,797,178) -- (1,797,178)
--------- ------ ---------- ----------- -------- ----------
Balance at December 31,
1997....................... 6,240,000 6,240 1,344,408 (2,273,384) -- (922,736)
Issuance of common stock..... 2,195,000 2,195 2,997,805 -- -- 3,000,000
Exercise of stock options.... 5,062 5 2,906 -- -- 2,911
Issuance of stock options to
consultants................ -- -- 64,383 -- -- 64,383
Net loss..................... -- -- -- (2,116,255) -- (2,116,255)
--------- ------ ---------- ----------- -------- ----------
Balance at December 31,
1998....................... 8,440,062 8,440 4,409,502 (4,389,639) -- 28,303
Issuance of common stock..... 1,206,118 1,206 3,498,794 -- -- 3,500,000
Return of common stock by a
founder.................... (40,000) (40) -- -- -- (40)
Exercise of stock options.... 70,000 70 10,030 -- -- 10,100
Issuance of stock options to
consultants................ -- -- 87,832 -- -- 87,832
Deferred compensation related
to stock options........... -- -- 21,280 -- (21,280) --
Amortization of deferred
compensation............... -- -- -- -- 5,763 5,763
Net loss..................... -- -- -- (3,982,468) -- (3,982,468)
--------- ------ ---------- ----------- -------- ----------
Balance at September 30,
1999....................... 9,676,180 $9,676 $8,027,438 $(8,372,107) $(15,517) $ (350,510)
========= ====== ========== =========== ======== ==========
</TABLE>

See accompanying notes.
F-5
<PAGE> 91

REAL MEDIA, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------------- -------------------------
1996 1997 1998 1998 1999
---------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss................................... $ (476,206) $(1,797,178) $(2,116,255) $(1,255,799) $(3,982,468)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization............ 3,816 32,181 49,780 33,455 99,008
Bad debt expense......................... -- -- 102,302 -- 189,150
Amortization of deferred compensation.... -- -- -- -- 5,763
Amortization of deferred
revenue -- stockholder................ -- -- (77,405) (62,406) (99,283)
Nonemployee stock compensation expense... 2,494 14,714 64,383 54,092 87,832
Changes in operating assets and
liabilities:
Accounts receivable................... (18,412) (169,596) (798,037) (455,772) (2,424,320)
Due from affiliates................... -- (24,210) 13,588 (19,292) (35,681)
Due from stockholder.................. -- -- -- -- (100,000)
Prepaid and other current assets...... (5,221) 1,514 (10,715) (17,209) (42,335)
Other assets.......................... (7,500) (1,260) (2,000) 8,760 (38,000)
Accounts payable...................... 108,825 173,919 578,708 261,186 1,189,709
Accrued expenses...................... 27,105 40,200 (34,358) 5,521 256,654
Due to affiliates..................... -- -- -- -- 266,240
Deferred revenue...................... -- 100,000 173,783 94,044 237,519
---------- ----------- ----------- ----------- -----------
Net cash used in operating activities...... (365,099) (1,629,716) (2,056,226) (1,353,420) (4,390,212)

INVESTING ACTIVITIES
Purchases of property and equipment........ (44,079) (79,896) (73,248) (49,672) (384,820)
---------- ----------- ----------- ----------- -----------
Net cash used in investing activities...... (44,079) (79,896) (73,248) (49,672) (384,820)

FINANCING ACTIVITIES
Proceeds from issuance of common stock..... 1,003,440 330,000 3,002,911 3,002,911 3,510,100
Proceeds from stockholders' notes.......... -- 834,000 225,000 225,000 1,000,000
Repayment of stockholders' notes........... -- -- (508,089) (508,089) --
Return of common stock by a founder........ -- -- -- -- (40)
---------- ----------- ----------- ----------- -----------
Net cash provided by financing
activities............................... 1,003,440 1,164,000 2,719,822 2,719,822 4,510,060
---------- ----------- ----------- ----------- -----------
Increase (decrease) in cash and cash
equivalents.............................. 594,262 (545,612) 590,348 1,316,730 (264,972)
Cash and cash equivalents, beginning of
period................................... -- 594,262 48,650 48,650 638,998
---------- ----------- ----------- ----------- -----------
Cash and cash equivalents, end of period... $ 594,262 $ 48,650 $ 638,998 $ 1,365,380 $ 374,026
========== =========== =========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid.............................. $ 299 $ 237 $ 56,000 $ 25,000 $ --
========== =========== =========== =========== ===========
Noncash investing and financing activity:
Stockholder's debt converted to deferred
revenue............................... $ -- $ -- $ 550,911 $ 550,911 $ --
========== =========== =========== =========== ===========
</TABLE>

See accompanying notes.
F-6
<PAGE> 92

REAL MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS

Years ended December 31, 1996, 1997 and 1998
and the nine months ended September 30, 1999

(Information as of September 30, 1998 and
the nine months then ended is unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Real Media, Inc. (the "Company") was incorporated in the State of Delaware
on May 15, 1995 and commenced sales of its Internet advertising solutions in
1996. The Company provides Internet advertising solutions for its extensive
network of branded web sites. As part of its comprehensive Internet advertising
solution, the Company also markets and supports its proprietary ad management
software, Open AdStream(TM), which provides web sites with the technology
infrastructure to manage targeted ad campaigns.

The Company's customers are primarily located in the United States.

Interim Financial Statements

The financial statements for the nine months ended September 30, 1998 have
been prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the results of operations and cash flows for the nine months
ended September 30, 1998 have been made. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company generates its revenue from the sale and delivery of advertising
impressions through third-party web sites, licensing of its software and
providing maintenance and support services with respect to its software.

Revenue from advertising sales is recorded gross in accordance with Staff
Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial
Statements, as the Company is a principal in separate, approximately concurrent,
transactions to purchase and sell advertising space and has the risks and
rewards of ownership, such as the risk of loss due to performance, delivery or
distribution failure, in addition to credit risk. The Company's obligation to
pay the seller of the ad space is independent of the purchaser's obligation to
pay the Company for the ad space.

Revenue from advertising is recognized in the period in which the
advertising impressions are delivered to the web sites, provided that no
significant obligations remain to be performed. The Company becomes obligated to
make payments to third-party web sites, which have contracted with the Company
in the period the advertising impressions are delivered. Such expenses are
classified as cost of revenue in the statements of operations.

F-7
<PAGE> 93
REAL MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Revenue from software licensing agreements is recognized in accordance with
Statement of Position ("SOP") 97-2, Software Revenue Recognition, upon delivery
of the software when collection is probable; all license payments are due within
one year, the license fee is otherwise fixed and determinable, vendor-specific
evidence exists to allocate the total fee to the elements of the arrangement and
persuasive evidence of an arrangement exists.

Revenue from maintenance and support services is recognized ratably over
the lives of the maintenance agreements, which typically do not exceed one year.
Maintenance revenue received in advance of the related services is recorded as
deferred revenue. Expenses from the Company's licensing maintenance and support
revenues are primarily payroll costs incurred to deliver, modify and support the
software. These expenses are classified as cost of revenues in the statements of
operations.

Advertising Costs

Advertising costs are expensed as incurred. For the years ended December
31, 1997 and 1998 and for the nine months ended September 30, 1999, advertising
expense amounted to approximately $43,000, $614,000 and $1,037,000,
respectively, and is included in sales and marketing expenses. There was no
advertising expense in 1996.

Software Development Costs

Software development costs incurred in the process of developing product
improvements or new products are charged to expenses as incurred.

Statement of Financial Accounting Standards ("SFAS") No. 86, Accounting for
the Costs of Computer Software to be Sold, Leased or Otherwise Marketed,
requires capitalization of certain software development costs subsequent to the
establishment of technological feasibility.

Based on the Company's product development process, technological
feasibility is established upon the completion of a working model. Costs
incurred by the Company between completion of the working model and the point at
which the product is ready for general release have been insignificant.
Therefore, all software development costs have been expensed.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of
three months or less when purchased to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and cash equivalents
and accounts receivable. The Company maintains the majority of its cash and cash
equivalents with one financial institution. The Company's sales are primarily to
companies located in the United States. The Company performs periodic credit
evaluations of its customers' financial condition and does not require
collateral and establishes an allowance for doubtful accounts based upon factors
surrounding the credit risk of customers, historical trends and other
information; to date, such losses have been within management's expectations.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for cash and cash
equivalents, accounts receivable, accounts payable and notes payable approximate
their fair values.

F-8
<PAGE> 94
REAL MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Property and Equipment

Property and equipment are stated at cost and depreciation for financial
reporting purposes is calculated using the straight-line method over the
estimated useful lives of the assets ranging from three to five years. Leasehold
improvements are amortized over the lesser of the useful life of the asset or
the remaining period of the lease.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. If the
sum of the expected future undiscounted cash flows is less than the carrying
amount of the asset, a loss is recognized for the difference between the fair
value and carrying value of that asset.

Stock-Based Compensation

The Company measures compensation expense related to the grant of stock
options and stock-based awards to employees in accordance with the provisions of
Accounting Principles Board ("APB") Opinion No. 25, under which compensation
expense, if any, is generally based on the difference between the exercise price
of an option, or the amount paid for the award and the market price or fair
value of the underlying common stock at the date of the award. Stock-based
compensation arrangements involving nonemployees are accounted for under SFAS
No. 123, Accounting for Stock-Based Compensation, under which such arrangements
are accounted for based on the fair value of the option or award. As required by
SFAS No. 123, the Company discloses pro forma net loss per share information
reflecting the effect of applying SFAS No. 123 fair value measurement to
employee arrangements.

Earnings (Loss) Per Share

The Company calculates earnings per share in accordance with SFAS No. 128,
Computation of Earnings Per Share, and SEC Staff Accounting Bulletin No. 98.
Accordingly, basic earnings per share is computed using the weighted average
number of common and dilutive common equivalent shares outstanding during the
period. Common equivalent shares consist of shares issuable upon the exercise of
stock options (using the treasury stock method); common equivalent shares are
excluded from the calculation if their effect is anti-dilutive.

Segment Information

The Company discloses information regarding segments in accordance with
SFAS No. 131, Disclosures about Segments of an Enterprise and Related
Information. SFAS No. 131 establishes standards for reporting of financial
information about operating segments in annual financial statements and requires
reporting selected information about operating segments in interim financial
reports. The disclosure of segment information was not required as the Company
operates in only one business segment.

As of and for the years ended December 31, 1996, 1997 and 1998 and as of
and for the nine months ended September 30, 1999, substantially all of the
Company's assets were located in the United States and the Company derived
substantially all of its revenue from businesses located in the United States.

F-9
<PAGE> 95
REAL MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

2. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- SEPTEMBER 30,
1997 1998 1999
-------- -------- -------------
<S> <C> <C> <C>
Computer equipment............................... $113,147 $170,657 $ 353,729
Purchased software............................... 826 4,201 26,280
Office furniture, fixtures and equipment......... 10,002 22,365 50,357
Leasehold improvements........................... -- -- 151,677
-------- -------- ---------
123,975 197,223 582,043
Less accumulated depreciation.................... (35,997) (85,777) (184,785)
-------- -------- ---------
$ 87,978 $111,446 $ 397,258
======== ======== =========
</TABLE>

3. LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss
per share:

The following securities are not included in the diluted loss per share
computation as they are antidilutive:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
----------------------------- ----------------------
1996 1997 1998 1998 1999
------- ------- ------- ----------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Stock options.................. 198,000 511,530 650,250 615,500 820,750
</TABLE>

4. RELATED PARTY TRANSACTIONS

In September 1999, the Company issued a $1,000,000 convertible promissory
note to a wholly-owned subsidiary of a stockholder. The note will be converted
into shares of the Company's common stock upon the completion of the business
combination of the Company and Real Media Europe (see Note 9).

During 1997 and 1998, the Company borrowed $770,000 and $225,000,
respectively, from a stockholder. In April 1998, the Company repaid principal
and interest of $500,000 in connection with this debt and the remaining balance
(aggregating approximately $551,000) was canceled and set up as deferred revenue
in accordance with a technology transfer agreement. Prior to their cancellation,
the notes bore interest at 8.5%.

F-10
<PAGE> 96
REAL MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Deferred revenue from this stockholder will be amortized as revenue is
earned by the Company pursuant to the technology transfer agreement whereby the
stockholder can (i) sell the Company's Open AdStream(TM) software to customers
located in Europe and (ii) receive technical support services from the Company.
For the year ended December 31, 1998 and the nine months ended September 30,
1999, the Company recognized revenue of approximately $77,000 and $99,000,
respectively, in connection with software sales pursuant to this agreement.

During the year ended December 31, 1997, the Company issued a $64,000 note
payable to a founding stockholder which was repaid in April 1998.

Due from affiliates consists of compensation and advertising campaign
expenses incurred by the Company on behalf of certain companies located in
Europe that are wholly-owned subsidiaries of a major stockholder of the Company.

Due from stockholder consists of revenue from the sale of software to a
wholly-owned subsidiary of a major stockholder.

Due to affiliates consists of advertising campaign expenses and sales
representation services provided by two of the Company's major stockholders,
respectively.

5. INCOME TAXES

The Company accounts for income taxes using the liability method required
by SFAS No. 109, Accounting for Income Taxes.

Significant components of the Company's deferred tax assets and liabilities
consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- SEPTEMBER 30,
1997 1998 1999
----------- ----------- -----------------
<S> <C> <C> <C>
Deferred tax assets:
Net operating loss carryforward....... $ 902,836 $ 1,610,371 $ 3,742,645
Compensation charge from issuance of
stock options...................... 7,700 36,511 37,983
Cash to accrual....................... 106,434 332,271 65,392
Deferred tax liabilities:
Depreciation.......................... (7,767) (21,007) (46,135)
----------- ----------- -----------
Net deferred tax assets............... 1,009,203 1,958,146 3,799,885
Valuation allowance................... (1,009,203) (1,958,146) (3,799,885)
----------- ----------- -----------
Total deferred tax assets............... $ -- $ -- $ --
=========== =========== ===========
</TABLE>

The net deferred tax assets have been fully offset by a valuation allowance
due to the uncertainty of the realization of these assets.

At December 31, 1998 and September 30, 1999, the Company has net operating
loss carryforwards of approximately $3,599,000 and $8,363,000, respectively, for
Federal, state and local income tax purposes expiring from 2011 through 2019.

F-11
<PAGE> 97
REAL MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Rate Reconciliation

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED
----------------------- SEPTEMBER 30,
1996 1997 1998 1999
----- ----- ----- -----------------
<S> <C> <C> <C> <C>
Statutory rate......................................... (34)% (34)% (34)% (34)%
Losses for which no benefit is provided................ 34% 34% 34% 34%
--- --- --- ---
Tax provision.......................................... --% --% --% --%
=== === === ===
</TABLE>

6. STOCKHOLDERS' EQUITY (DEFICIENCY)

Common Stock

In August 1999, the Company completed its fifth private placement offering
of shares of its common to an existing stockholder. The Company issued 95,007
shares of its common stock, at $5.26 per share, for proceeds of $500,000.

In March 1999, the Company completed its fourth private placement offering
of shares of its common stock to two existing stockholders. The Company issued
1,111,111 shares of its common stock, at $2.70 per share, for proceeds of
$3,000,000.

In April 1998, the Company completed its third private placement offering
of shares of its common stock to a new investor. The Company issued 2,195,000
shares of its common stock, at $1.37 per share, for proceeds of $3,000,000.

During 1998, the Company increased its authorized number of shares of
common stock from 9,000,000 shares to 18,000,000 shares.

In June 1997, the Company completed its second private placement offering
of shares of its common stock to an existing stockholder. The Company issued
550,000 shares of its common stock, at $0.60 per share, for proceeds of
$330,000.

In December 1996, the Company completed its first private placement
offering of shares of its common stock. The Company issued 2,250,000 shares of
its common stock, at $0.44 per share, for proceeds of approximately $1,000,000.

Stock Options

As of September 30, 1999, the Company has authorized the grant of options
to employees, officers and consultants for up to 1,000,000 shares of the
Company's common stock.

In 1999, the Company established the 1999 Employee Stock Option Plan (the
"Plan") and has authorized the grant of options to directors, key employees,
independent contractors, agents and consultants for up to 263,188 shares of the
Company's common stock as of September 30, 1999. For the nine months ended
September 30, 1999, 174,000 options were granted under the Plan.

During the nine months ended September 30, 1999, options to purchase 16,000
shares of the Company's common stock were granted to employees at exercise
prices below the estimated fair value of the Company's common stock on the date
of the grant. In accordance with APB Opinion No. 25, the Company recorded
deferred compensation of approximately $21,000, which is being amortized over
the vesting period of the options.

Pro forma information regarding net loss, as required by SFAS No. 123, has
been determined as if the Company had accounted for its employee stock options
under the fair value method of that Statement.

F-12
<PAGE> 98
REAL MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The fair value of the options was estimated at the date of grant using a Minimum
Value option pricing model with the following assumptions:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED
----------------------------------------- SEPTEMBER 30,
ASSUMPTIONS 1996 1997 1998 1999
- ----------- ----------- ----------- ----------- -----------------
<S> <C> <C> <C> <C>
Average risk-free
interest rate......... 6.60%-6.70% 6.04%-6.98% 4.80%-5.92% 4.98%-6.41%
Dividend yield.......... 0.0% 0.0% 0.0% 0.0%
Average life............ 10 years 10 years 10 years 10 years
</TABLE>

Option pricing models require the input of highly subjective assumptions.
Because the Company's employee stock options have characteristics significantly
different from those of traded options and because changes in subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.

The Company's pro forma information is as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED
--------------------------------------- SEPTEMBER 30,
1996 1997 1998 1999
--------- ----------- ----------- -----------------
<S> <C> <C> <C> <C>
Pro forma net loss.......... $(476,206) $(1,821,454) $(2,159,232) $(4,002,636)
Pro forma basic and diluted
loss per share............ (0.35) (0.31) (0.28) (0.43)
</TABLE>

The weighted average fair value of options granted during the years ended
December 31, 1996, 1997 and 1998 and for the nine months ended September 30,
1999 was $0.00, $0.20, $0.32 and $0.37, respectively.

The Company recorded compensation expense for nonemployee granted options
for the years ended December 31, 1996, 1997 and 1998 and for the nine months
ended September 30, 1999 of $2,494, $14,714, $64,383 and $87,832, respectively.

F-13
<PAGE> 99
REAL MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The following transactions occurred with respect to stock options for the
years ended December 31, 1996, 1997 and 1998 and for the nine months ended
September 30, 1999:

<TABLE>
<CAPTION>
WEIGHTED
NUMBER OF AVERAGE
OPTIONS EXERCISE PRICE
--------- --------------
<S> <C> <C>
Granted........................................... 198,000 $0.05
Exercised......................................... -- --
Canceled.......................................... -- --
--------
Options outstanding at December 31, 1996............ 198,000 0.05
Granted........................................... 340,530 0.58
Exercised......................................... -- --
Canceled.......................................... (27,000) 0.50
--------
Options outstanding at December 31, 1997............ 511,530 0.38
Granted........................................... 263,470 0.98
Exercised......................................... (5,062) 0.58
Canceled.......................................... (119,688) 0.56
--------
Options outstanding at December 31, 1998............ 650,250 0.59
Granted........................................... 335,500 3.22
Exercised......................................... (70,000) 0.14
Canceled.......................................... (95,000) 1.09
--------
Options outstanding at September 30, 1999........... 820,750 1.63
========
</TABLE>

The following table summarizes information concerning outstanding options
at September 30, 1999:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- ----------------------------------------- --------------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE NUMBER OF STOCK AVERAGE
NUMBER EXERCISE REMAINING OPTIONS EXERCISE
OUTSTANDING PRICE CONTRACTUAL LIFE EXERCISABLE PRICE
- ----------- -------- ---------------- --------------- --------
<S> <C> <C> <C> <C>
113,000 $0.05 7.0 years 112,690 $0.05
77,000 0.50 7.4 years 66,311 0.50
244,500 0.60 8.1 years 237,641 0.60
164,750 1.37 9.1 years 87,257 1.37
42,500 2.70 9.6 years 8,766 2.70
147,500 4.37 9.8 years 52,164 4.37
31,500 5.26 9.9 years 1,251 5.26
- ---------- ------------
820,750 1.63 566,080 0.99
- ---------- ------------
- ---------- ------------
</TABLE>

The options outstanding primarily vest in annual installments ranging from
one to three years commencing on the date of grant and expire the earlier of ten
years after the date of grant or 90 days following termination of employment
with the Company.

F-14
<PAGE> 100
REAL MEDIA, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

7. COMMITMENTS

Operating Lease Commitments

The Company leases office space and equipment under various noncancellable
operating leases expiring through 2002. Minimum rental commitments under such
operating leases are as follows:

<TABLE>
<S> <C>
Three months ending December 31, 1999....................... $ 64,000
Year ending December 31:
2000...................................................... 210,000
2001...................................................... 119,000
2002...................................................... 11,000
--------
$404,000
========
</TABLE>

Rent expense for the years ended December 31, 1996, 1997 and 1998 and for
the nine months ended September 30, 1999 was approximately $14,000, $61,000,
$75,000 and $149,000, respectively.

8. BENEFIT PLAN

The Company has a defined contribution plan covering all eligible
employees, which qualifies under Section 401(k) of the Internal Revenue Code.
The Company's 401(k) plan provides that eligible employees may make
contributions of 1% to 15% of eligible compensation.

The Company may make discretionary matching contributions. Since the 401(k)
plan's inception in January 1998, no such discretionary contributions have been
made.

9. SUBSEQUENT EVENTS

From October 1999 through January 2000, the Company issued convertible
promissory notes aggregating $7,400,000 to a wholly-owned subsidiary of a
stockholder. These notes will be converted into the Company's common stock upon
completion of the business combination of the shares of Company and Real Media
Europe.

On February 8, 2000, the Company entered into an agreement (the
"Agreement"), subject to customary closing requirements including the execution
of ancillary agreements, to acquire all of the outstanding shares of Real Media
Europe Holding S.A., a wholly-owned subsidiary of a stockholder of the Company.
In connection with the Agreement, the Company will receive $1,600,000 from this
stockholder. Additionally, notes payable aggregating $8,400,000 to this
stockholder will be converted into shares of the Company's common stock. Under
the Agreement, the Company will issue 16,126,525 shares of its common stock and
450,000 shares of its Series A Convertible Preferred Stock. Immediately
following this transaction, this stockholder will own approximately 74% of the
outstanding common stock of the Company (including common stock to be sold by
this stockholder to certain employees of Real Media Europe Holding S.A.
immediately following this transaction).

Real Media Europe Holding S.A. is a holding company for operations
throughout Europe and provides Internet advertising solutions and software sales
and support under exclusive licensing agreement with the Company. The
acquisition will be accounted for by the purchase method of accounting and,
accordingly, the purchase price will be allocated based on the estimated fair
values as of the date of acquisition pending final determination of certain
tangible and intangible assets.

On December 15, 1999, the Company hired a key employee and granted this
employee options to purchase 630,176 shares of the Company's common stock.

F-15
<PAGE> 101

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Shareholder of
Real Media Europe

We have audited the accompanying combined balance sheets of Real Media
Europe (the "Company") as of December 31, 1997 and 1998 and September 30, 1999
and the related combined statements of operations, changes in shareholder's
equity (deficiency) and cash flows for each of the three years in the period
ended December 31, 1998 and for the nine months ended September 30, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Real Media
Europe as of December 31, 1997 and 1998 and September 30, 1999, and the combined
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1998 and for the nine months ended September 30, 1999
in conformity with accounting principles generally accepted in the United
States.

Zurich, Switzerland
January 5, 2000, except for Note 11, as
to which the date is February 8, 2000.

F-16
<PAGE> 102

REAL MEDIA EUROPE

COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- SEPTEMBER 30,
1997 1998 1999
----------- ----------- -------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................... $ 102,599 $ 190,945 $ 730,885
Marketable securities............................. -- 236,741 --
Accounts receivable, less allowance of $9,000,
$69,000, and $159,000 at December 31, 1997 and
1998 and September 30, 1999, respectively...... 369,863 1,466,753 3,360,042
Due from affiliates............................... 400,238 776,636 534,690
Prepaid and other current assets.................. 30,341 374,682 451,344
----------- ----------- -----------
Total current assets................................ 903,041 3,045,757 5,076,961
Property and equipment, net......................... 183,652 353,307 561,448
Other............................................... -- 30,376 41,799
----------- ----------- -----------
Total assets........................................ $ 1,086,693 $ 3,429,440 $ 5,680,208
=========== =========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable.................................. $ 327,688 $ 997,836 $ 1,557,841
Accrued expenses.................................. 182,346 1,017,247 1,847,750
Due to affiliates................................. 120,191 516,266 672,577
Current portion of capital lease obligations...... 7,071 11,063 6,779
Deferred revenue.................................. 83,505 378,835 785,646
----------- ----------- -----------
Total current liabilities........................... 720,801 2,921,247 4,870,593
Note payable to affiliate........................... 1,706,321 3,780,479 6,317,385
Long-term portion of capital lease obligations...... 40,141 56,765 52,589
Other liabilities................................... 8,603 19,629 65,323
Commitments
Shareholder's equity (deficiency):
Common stock...................................... 541,254 710,677 710,677
Accumulated deficit............................... (2,020,252) (4,040,024) (6,501,107)
Accumulated comprehensive income (loss)........... 89,825 (19,333) 164,748
----------- ----------- -----------
Total shareholder's equity (deficiency)............. (1,389,173) (3,348,680) (5,625,682)
----------- ----------- -----------
Total liabilities and shareholder's equity
(deficiency)...................................... $ 1,086,693 $ 3,429,440 $ 5,680,208
=========== =========== ===========
</TABLE>

See accompanying notes.
F-17
<PAGE> 103

REAL MEDIA EUROPE

COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED
--------------------------------------- SEPTEMBER 30,
1996 1997 1998 1999
--------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Revenue................................ $ 289,272 $ 924,986 $ 5,436,631 $ 9,254,485
Cost of revenue........................ 335,186 751,400 3,684,242 6,841,741
--------- ----------- ----------- -----------
Gross profit (loss).................... (45,914) 173,586 1,752,389 2,412,744
Operating expenses:
Sales and marketing.................. 294,261 729,698 1,999,665 2,645,931
Product and technology development... -- 73,000 312,000 405,000
General and administrative........... 360,193 612,565 1,405,223 1,696,769
--------- ----------- ----------- -----------
Total operating expenses............... 654,454 1,415,263 3,716,888 4,747,700
--------- ----------- ----------- -----------
Loss from operations................... (700,368) (1,241,677) (1,964,499) (2,334,956)
Other income (expense):
Interest income...................... -- 78 16,621 8,209
Interest expense..................... (5,105) (14,891) (71,894) (134,336)
--------- ----------- ----------- -----------
Net loss............................... $(705,473) $(1,256,490) $(2,019,772) $(2,461,083)
========= =========== =========== ===========
</TABLE>

See accompanying notes.
F-18
<PAGE> 104

REAL MEDIA EUROPE

COMBINED STATEMENT OF CHANGES IN
SHAREHOLDER'S EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMMON ACCUMULATED COMPREHENSIVE
STOCK DEFICIT INCOME (LOSS) TOTAL
-------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Balance at January 1, 1996.............. $ 3 $ (58,289) $ -- $ (58,286)
-----------
Net loss................................ -- (705,473) -- (705,473)
Other comprehensive income -- foreign
currency translation.................. -- -- 52,939 52,939
-----------
Comprehensive loss...................... -- -- -- (652,534)
-------- ----------- --------- -----------
Balance at December 31, 1996............ 3 (763,762) 52,939 (710,820)
-----------
Net loss................................ -- (1,256,490) -- (1,256,490)
Other comprehensive income -- foreign
currency translation.................. -- -- 36,886 36,886
-----------
Comprehensive loss...................... -- -- -- (1,219,604)
Capital contribution.................... 541,251 -- -- 541,251
-------- ----------- --------- -----------
Balance at December 31, 1997............ 541,254 (2,020,252) 89,825 (1,389,173)
-----------
Net loss................................ -- (2,019,772) -- (2,019,772)
Other comprehensive loss -- foreign
currency translation.................. -- -- (109,158) (109,158)
-----------
Comprehensive loss...................... -- -- -- (2,128,930)
Capital contribution.................... 169,423 -- -- 169,423
-------- ----------- --------- -----------
Balance at December 31, 1998............ 710,677 (4,040,024) (19,333) (3,348,680)
-----------
Net loss................................ -- (2,461,083) -- (2,461,083)
Other comprehensive income -- foreign
currency translation.................. -- -- 184,081 184,081
-----------
Comprehensive loss...................... -- -- -- (2,277,002)
-------- ----------- --------- -----------
Balance at September 30, 1999........... $710,677 $(6,501,107) $ 164,748 $(5,625,682)
======== =========== ========= ===========
</TABLE>

See accompanying notes.
F-19
<PAGE> 105

REAL MEDIA EUROPE

COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED
--------------------------------------- SEPTEMBER 30,
1996 1997 1998 1999
--------- ----------- ----------- -----------------
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss............................ $(705,473) $(1,256,490) $(2,019,772) $(2,461,083)
Adjustments to reconcile net loss to
net cash used in operating
activities
Depreciation and amortization..... 27,558 68,736 157,552 186,588
Bad debt expense.................. 1,184 7,594 81,287 95,741
Amortization of prepaid license
fees........................... -- -- 77,405 99,283
Changes in operating assets and
liabilities:
Accounts receivable............ (89,611) (292,942) (1,115,062) (2,100,126)
Due from affiliates............ (12,378) (402,132) (358,378) 129,477
Prepaid and other current
assets....................... -- (29,312) (336,377) (146,857)
Other assets................... -- 202,543 (255,499) 204,754
Accounts payable and accrued
expenses..................... 163,174 107,609 1,457,840 1,647,843
Due to affiliates.............. -- 116,000 318,912 197,139
Other liabilities.............. -- 7,635 10,044 47,721
Deferred revenue............... -- 83,511 283,764 433,488
--------- ----------- ----------- -----------

Net cash used in operating
activities........................ (615,546) (1,387,248) (1,698,284) (1,666,032)
INVESTING ACTIVITIES
Purchases of property plant and
equipment......................... (78,157) (155,553) (283,024) (414,443)
--------- ----------- ----------- -----------

Cash used in investing activities... (78,157) (155,553) (283,024) (414,443)
FINANCING ACTIVITIES
Capital contribution................ 530,661 169,700 --
Proceeds from borrowing from
affiliate......................... 693,703 1,123,294 1,907,542 2,640,057
Principal payments on capital
lease............................. -- (6,861) (13,362) (7,747)
--------- ----------- ----------- -----------

Net cash provided by financing
activities........................ 693,703 1,647,094 2,063,880 2,632,310
Increase in cash and cash
equivalents....................... -- 104,293 82,572 551,835
Effect of exchange rate changes on
cash.............................. -- (1,694) 5,774 (11,895)
Cash and cash equivalents, beginning
of period......................... -- -- 102,599 190,945
--------- ----------- ----------- -----------
Cash and cash equivalents, end of
period............................ $ -- $ 102,599 $ 190,945 $ 730,885
========= =========== =========== ===========
</TABLE>

See accompanying notes.
F-20
<PAGE> 106

REAL MEDIA EUROPE

NOTES TO COMBINED FINANCIAL STATEMENTS

Years ended December 31, 1996, 1997 and 1998
and the nine months ended September 30, 1999

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Real Media Europe (the "Company") includes Real Media companies,
wholly-owned by PubliGroupe S.A., located in Germany, France, Switzerland and
the United Kingdom. Operations commenced as follows:

<TABLE>
<S> <C>
Switzerland................................................. February 1996
United Kingdom.............................................. October 1997
Germany..................................................... October 1997
France...................................................... January 1998
</TABLE>

The Company provides Internet advertising solutions for its extensive
network of branded web sites. As part of its comprehensive Internet advertising
solution, the Company also markets and supports an affiliated company's
proprietary ad management software, Open AdStream(TM), which provides web sites
with the technology infrastructure to manage targeted ad campaigns.

The Company's customers are primarily located throughout Europe.

Use of Estimates

Combination

The combined financial statements reflect the accounts of Real Media
Europe. Intercompany transactions and balances have been eliminated.

Revenue Recognition

The Company generates its revenue from the delivery of advertising
impressions through third-party web sites, licensing of its software and
providing maintenance services.

Revenue from advertising is recognized in the period in which the
advertising impressions are delivered to the web sites, provided that no
significant obligations remain to be performed. The Company becomes obligated to
make payments to third-party web sites, which have contracted with the Company,
in the period the advertising impressions are delivered. Such expenses are
classified as cost of revenue in the statements of operations.

Revenue from maintenance and support services is recognized ratably over
the lives of the maintenance agreements, which typically do not exceed one year.
Maintenance revenue received in

F-21
<PAGE> 107
REAL MEDIA EUROPE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Years ended December 31, 1996, 1997 and 1998
and the nine months ended September 30, 1999

advance of the related services is recorded as deferred revenue. Expenses from
the Company's licensing maintenance and support revenues are primarily payroll
costs to deliver, modify and support the software. These expenses are classified
as cost of revenues in the statements of operations and were not material.

Advertising Costs

Advertising costs are expensed as incurred. For the years ended December
31, 1996, 1997 and 1998 and for the nine months ended September 30, 1999,
advertising expense amounted to approximately $1,000, $24,000, $145,000 and
$216,000, respectively, and is included in sales and marketing expenses.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of
three months or less when purchased to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist of cash and cash equivalents, accounts
receivable, accounts payable and accrued liabilities. At September 30, 1999,
December 31, 1998 and December 31, 1997, the fair value of these instruments
approximate their financial statement carrying amount because of the short term
maturity of these instruments.

The notes payable to affiliates bear interest at market rates, and
therefore their carrying values approximate their fair values.

The Company performs periodic credit evaluations of its customers'
financial condition and does not require collateral and establishes an allowance
for doubtful accounts based upon factors surrounding the credit risk of
customers, historical trends and other information; to date, such losses have
been within management's expectations.

Property and Equipment

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets.

Income Taxes

Deferred income taxes are provided for temporary differences between the
carrying amount of assets and liabilities for financial reporting and income tax
purposes.

Segment Information

The Company discloses information regarding segments in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 131, Disclosures about
Segments of an Enterprise and Related Information. SFAS No. 131 establishes
standards for reporting of financial information about operating segments in
annual financial statements and requires reporting selected information about
operating

F-22
<PAGE> 108
REAL MEDIA EUROPE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Years ended December 31, 1996, 1997 and 1998
and the nine months ended September 30, 1999

segments in interim financial reports. The disclosure of segment information was
not required as the Company operates in only one business segment. Geographical
segment information is disclosed in Note 9.

Translation of Foreign Currencies

Balance sheets of the individual subsidiaries of the Company are translated
into United States dollars at the year end exchange rates. Statements of
operations are translated at the average exchange rate for the year. The
difference resulting from the use of these two rates is recorded as a separate
component of shareholder's equity.

Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income, establishes standards for the
reporting and display of comprehensive income and its components in a full set
of general purpose financial statements. This statement requires that all items
that are required to be recognized as components of comprehensive income be
reported in a financial statement with the same prominence as other financial
statements. The Company has determined that their only items of comprehensive
income relate to its cumulative foreign currency translation adjustment.

2. MARKETABLE SECURITIES

During 1998, the Company purchased marketable securities and classified
them as available for sale securities in accordance with the SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities. These
marketable securities were valued at cost at December 31, 1998 which
approximated market value. In 1999, the Company sold these marketable securities
and realized a $5,000 gain.

3. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- SEPTEMBER 30,
1997 1998 1999
-------- -------- -------------
<S> <C> <C> <C>
Computer equipment............................... $140,082 $298,454 $540,003
Motor vehicles................................... 55,543 119,389 116,007
Office furniture, fixtures and equipment......... 83,861 199,413 333,010
-------- -------- --------
279,486 617,256 989,020
Less accumulated depreciation.................... (95,834) (263,949) (427,572)
-------- -------- --------
$183,652 $353,307 $561,448
======== ======== ========
</TABLE>

F-23
<PAGE> 109
REAL MEDIA EUROPE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Years ended December 31, 1996, 1997 and 1998
and the nine months ended September 30, 1999

4. COMMON STOCK

Common stock consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------- SEPTEMBER 30,
1997 1998 1999
-------- -------- -------------
<S> <C> <C> <C>
Real Media (UK) Ltd.: L1 par value; 100,000
shares authorized, issued and outstanding...... $170,078 $170,078 $170,078
Real Media S.A.: CHF1,000 par value; 500 shares
authorized, issued and outstanding............. 343,300 343,300 343,300
Real Media SARL: FRF100 par value; 10,000
participation rights authorized, issued and
outstanding.................................... -- 169,423 169,423
Real Media Deutschland GmbH: Capital contribution
DM50,000....................................... 27,876 27,876 27,876
-------- -------- --------
$541,254 $710,677 $710,677
======== ======== ========
</TABLE>

5. RELATED PARTY TRANSACTIONS

The Company pays license fees to Real Media, Inc. based on a licensing
agreement for its proprietary product Open AdStream(TM). An affiliated company
made a prepayment to Real Media, Inc. in the amount of $551,000 during 1998. At
December 31, 1998 and September 30, 1999, the balance of this prepayment was
$474,000 and $374,000, respectively, and is included in due from affiliates. The
amount due to the affiliated company is included in due to affiliates as of
December 31, 1998 and September 30, 1999, respectively.

The Company's subsidiaries have various loan facilities with PubliGroupe
S.A. Interest accrues on these loans at rates ranging between 4.0% and 6.75% per
annum. No amounts relating to these loan facilities have been repaid. The
outstanding balances plus interest are disclosed as notes payable to affiliate
(see note 11).

The Company surrendered $490,000 of trading losses for the year ended
December 31, 1998 to Powers International Ltd., an affiliate of PubliGroupe
S.A., as allowed for group relief purposes under section 412 of the Income and
Corporation Taxes Act of 1988 in Great Britain.

Due to affiliates consists of employee expenses, advertising campaign
expenses and prepaid licensing fees paid by affiliated companies on behalf of
the Company.

Due from affiliates consists of prepaid licensing fees and various expenses
and software services provided by the Company on behalf of affiliated companies.

6. INCOME TAXES

The Company accounts for income taxes using the liability method required
by SFAS No. 109, Accounting for Income Taxes.

At December 31, 1998 and September 30, 1999, the Company has net operating
loss carryforwards of approximately $656,000 and $1,934,000, respectively, for
Federal, state and local income tax purposes. Of these net operating loss
carryforwards, at December 31, 1998 and September 30, 1999, $562,000 and
$1,536,000, respectively, do not expire. The remaining net operating loss
carryforwards expire in 2005 and 2006.

The tax loss carryforwards described above, will give rise to future tax
deductions and should be accounted for as deferred tax assets. Such deferred tax
assets have been fully offset by a valuation allowance, due to uncertainty of
the realization of these assets.

F-24
<PAGE> 110
REAL MEDIA EUROPE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Years ended December 31, 1996, 1997 and 1998
and the nine months ended September 30, 1999

There were no other material temporary differences between carrying amounts
of assets and liabilities for financial reporting purposes and amounts used for
income taxes.

The effective income tax rate differs from the statutory rate as follows:

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS
DECEMBER 31, ENDED
-------------------- SEPTEMBER 30,
1996 1997 1998 1999
---- ---- ---- -------------
<S> <C> <C> <C> <C>
Statutory rate.................................... (36)% (37)% (37)% (35)%
Loss for which no tax benefit was provided........ 36 37 37 35
--- --- --- ---
Effective tax rate................................ 0% 0% 0% 0%
=== === === ===
</TABLE>

7. COMMITMENTS

Operating Lease Commitments

The Company leases office space and equipment under various noncancellable
operating leases. Minimum rental commitments under such operating leases are as
follows:

<TABLE>
<S> <C>
Three months ending December 31, 1999....................... $ 68,000
Year ending December 31:
2000...................................................... 249,000
2001...................................................... 197,000
2002...................................................... 140,000
2003...................................................... 86,000
2004...................................................... 35,000
--------
$775,000
========
</TABLE>

Rent expense for the years ended December 31, 1996, 1997 and 1998 and for
the nine months ended September 30, 1999 was approximately $19,000, $42,000,
$193,000 and $252,000, respectively.

Capital Lease Commitments

The Company leases vehicles which meet the criteria for capitalization in
accordance with SFAS No. 13, Accounting for Leases. These leased assets are
recorded as vehicles in property and equipment and had gross costs of $88,813,
$89,553 and $55,542 at September 30, 1999, December 31, 1998, and December 31,
1997, respectively. These leased assets are being amortized over a four year
life. Accumulated amortization at September 30, 1999, December 31, 1998, and
December 31, 1997 was $43,463, $27,034 and $4,628, respectively. Amortization
expense on these assets is included with depreciation expense in the combined
financial statements.

Future leasing commitments under capital leases at September 30, 1999 are
as follows:

<TABLE>
<S> <C>
1999........................................................ $ 4,741
2000........................................................ 41,714
2001........................................................ 25,869
-------
Subtotal.................................................... 72,324
Less: imputed interest...................................... 12,956
-------
Capital lease obligation.................................... $59,368
=======
</TABLE>

8. BENEFIT PLAN

The Company participates in pension plans covering substantially all
salaried employees of the Company. Benefits are generally based on years of
service and average salary, as defined under the plans.

F-25
<PAGE> 111
REAL MEDIA EUROPE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Years ended December 31, 1996, 1997 and 1998
and the nine months ended September 30, 1999

The pension expense allocated to the Company for the years ended December
31, 1996, 1997 and 1998 and the nine months ended September 30, 1999 was $0,
$6,000, $58,000 and $86,000, respectively.

Separate participant data for the Company is not available.

9. GEOGRAPHICAL SEGMENTS

The Company's operations are located in France, Germany, Switzerland and
the United Kingdom.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED
---------------------------------------- SEPTEMBER 30,
1996 1997 1998 1999
---------- ----------- ----------- -----------------
<S> <C> <C> <C> <C>
REVENUE
France............................. $ -- $ -- $ 569,938 $ 1,429,728
Germany............................ -- 130,749 1,700,655 2,981,843
Switzerland........................ 289,272 791,840 2,913,958 3,642,755
United Kingdom..................... -- 2,397 252,080 1,200,159
---------- ----------- ----------- -----------
REVENUE............................ $ 289,272 $ 924,986 $ 5,436,631 $ 9,254,485
========== =========== =========== ===========
OPERATING RESULTS
France............................. $ -- $ -- $ (473,133) $ (414,230)
Germany............................ -- (22,250) (113,496) (78,175)
Switzerland........................ (700,368) (978,200) (343,410) (918,687)
United Kingdom..................... -- (241,227) (1,034,460) (923,864)
---------- ----------- ----------- -----------
LOSS FROM OPERATIONS............... $ (700,368) $(1,241,677) $(1,964,499) $(2,334,956)
========== =========== =========== ===========
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- SEPTEMBER 30,
1997 1998 1999
----------- ----------- -----------------
<S> <C> <C> <C> <C>
LONG-LIVED ASSETS
France............................. $ -- $ 47,034 $ 181,211
Germany............................ 20,803 69,607 85,130
Switzerland........................ 98,648 91,692 162,843
United Kingdom..................... 64,201 175,350 174,063
----------- ----------- -----------
LONG-LIVED ASSETS.................. $ 183,652 $ 383,683 $ 603,247
=========== =========== ===========
</TABLE>

10. CONCENTRATION OF CREDIT RISK

Revenues generated from one web site accounted for 19% and 20% of total
revenue for the nine months ended September 30, 1999 and the year ended December
31, 1998, respectively.

11. SUBSEQUENT EVENTS

PubliGroupe S.A. entered into an agreement, subject to customary closing
requirements, including the execution of ancillary agreements, with Real Media,
Inc., a United States affiliated company, to sell all of the capital stock of
the Company to Real Media, Inc. in exchange for shares of capital stock of Real
Media, Inc. In connection with the underlying stock purchase agreement, notes
payable and certain other amounts due PubliGroupe S.A. were contributed to
capital.

12. YEAR 2000 (UNAUDITED)

Like other companies, financial and business organizations and individuals
around the world, the Company could be adversely affected if the computer
systems it uses and those used by the Company's

F-26
<PAGE> 112
REAL MEDIA EUROPE

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Years ended December 31, 1996, 1997 and 1998
and the nine months ended September 30, 1999

major service providers do not properly process and calculate date-related
information and data from and after January 1, 2000. This is commonly known as
the "Year 2000 Issue."

The Company has assessed its computer systems and software sales products
for Year 2000 compliance. The Company has taken steps that it believes are
reasonably designed to address the Year 2000 Issue and is in the process of
obtaining satisfactory assurances that comparable steps are being taken by its
major service providers.

At this time, however, there can be no assurances that these steps will be
sufficient to address all Year 2000 Issues. The inability of the Company or its
third party providers to complete all necessary procedures to address the Year
2000 Issue in a timely manner could have a material adverse effect on the
Company's operations. Management will continue to monitor the status of, and its
exposure to, this issue. For the year ended December 31, 1998 and for the nine
monthly ended September 30, 1999 the Company incurred no significant Year 2000
related expenses and it does not expect to incur significant Year 2000 related
expenses in the future.

F-27
<PAGE> 113

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Real Media, Inc.

We have audited the financial statements of Real Media, Inc. as of December
31, 1997 and 1998, and for each of the three years in the period ended December
31, 1998 and September 30, 1999, and for the nine months then ended, and have
issued our report thereon dated November 17, 1999, except for Note 9, as to
which the date is February 8, 2000 (included elsewhere in this Registration
Statement). Our audits also included the financial statement schedule listed in
Item 16(b) of this Registration Statement. This schedule is the responsibility
of the Company's management. Our responsibility is to express an opinion based
on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

New York, New York
November 17, 1999

F-28
<PAGE> 114

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

REAL MEDIA, INC.

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------- ------------ ------------------------ ------------- ----------
ADDITIONS
------------------------
CHARGED TO CHARGED TO
BALANCE AT COSTS OTHER BALANCE AT
BEGINNING OF AND ACCOUNTS -- DEDUCTIONS -- END OF
DESCRIPTION PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD
----------- ------------ ---------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Nine Months Ended September 30, 1999:
Reserves and allowances deducted
from asset accounts:
Allowance for uncollectible
accounts....................... $40,000 $189,150 -- $ 150(1) $229,000
Year Ended December 31, 1998:
Reserves and allowances deducted
from asset accounts:
Allowance for uncollectible
accounts....................... $ -- $102,302 -- $62,302(1) $ 40,000
Year Ended December 31, 1997:
Reserves and allowances deducted
from asset accounts:
Allowance for uncollectible
accounts....................... $ -- $ -- -- $ -- $ --
Year Ended December 31, 1996:
Reserves and allowances deducted
from asset accounts:
Allowance for uncollectible
accounts....................... $ -- $ -- -- $ -- $ --
</TABLE>

- ---------------
(1) Uncollectible accounts written off, net of recoveries.

F-29
<PAGE> 115

realmedia logo
<PAGE> 116

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 19,800
NASD Filing Fee............................................. 8,000
Nasdaq National Market Fee.................................. *
SWX Swiss New Market Exchange Fees.......................... *
Blue Sky Fees and Expenses.................................. 7,500
Legal Fees and Expenses..................................... *
Accounting Fees and Expenses................................ *
Director and Officer Liability Insurance.................... *
Registrar and Transfer Agent Fees........................... 10,000
Printing and Engraving Expenses............................. 200,000
Miscellaneous............................................... *
--------
Total............................................. $ *
========
</TABLE>

- ---------------
* To be completed by amendment.

Each amount set forth above, except the SEC registration fee, the NASD
filing fee, Nasdaq National Market and Swiss New Market filing fee, is
estimated.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 145 of the General Corporation Law of the State of Delaware,
Real Media has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, as amended. Real Media's bylaws (Exhibit 3.2 hereto)
also provide for mandatory indemnification of its directors and executive
officers, and permissive indemnification of its employees and agents, to the
fullest extent permissible under Delaware law.

Real Media's certificate of incorporation (Exhibit 3.1 hereto) provides
that the liability of its directors for monetary damages shall be eliminated to
the fullest extent permissible under Delaware law. Pursuant to Delaware law,
this includes elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to Real Media and its stockholders. These
provisions do not eliminate the directors' duty of care and, in appropriate
circumstances, equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Delaware law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to Real Media, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for any
transaction from which the director derived an improper personal benefit, and
for payment of dividends or approval of stock repurchases or redemptions that
are unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.

Prior to the effective date of this Registration Statement, Real Media will
have entered into agreements with its directors and certain of its executive
officers that require Real Media to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of Real
Media or any of its affiliated enterprises, provided such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of

II-1
<PAGE> 117

Real Media and, with respect to any criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The indemnification agreements also
set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.

Real Media intends to obtain in conjunction with the effectiveness of this
Registration Statement a policy of directors' and officers' liability insurance
that insures Real Media's directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances.

The Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement provides for indemnification of the underwriters, their officers and
directors by Real Media for certain liabilities arising under the Securities Act
or otherwise.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On May 13, 1997, Real Media sold a promissory note to PubliGroupe USA
Holding, Inc. (f/k/a Publicitas USA Holding, Inc.) ("PubliGroupe USA"), a
subsidiary of PubliGroupe S.A. ("PubliGroupe"), for $100,000 in cash, which was
repaid in June 1997.

In June 1997, PubliGroupe purchased 550,000 shares of Common Stock for
$330,000 in cash and loaned Real Media $770,000, which was evidenced by a
promissory note dated June 19, 1997. In December 1997, Real Media issued a
$64,000 note payable to a founding stockholder, which was repaid in April 1998.
In January and February 1998, Real Media issued notes payable to PubliGroupe in
the aggregate principal amount of $225,000. In April 1998, we repaid principal
and interest of $500,000 in connection with the debt and the remaining balance
(aggregating approximately $551,000) was canceled and set up as deferred revenue
in accordance with the Amended and Restated Technology Transfer Agreement, dated
April 8, 1998, between Real Media and PubliGroupe.

On April 8, 1998, Real Media sold 2,195,000 shares of Common Stock to
Advance Internet Inc. ("Advance Internet") for $3 million in cash.

In 1998, Real Media sold 5,062 shares of Common Stock to employees and
consultants for an aggregate consideration of $6,934.94 pursuant to the exercise
of options granted by Real Media. In 1999, Real Media sold 229,970 shares of
Common Stock to employees and consultants for an aggregate consideration of
$88,357 pursuant to the exercise of options granted by Real Media.

On March 29, 1999, Real Media sold an aggregate of 1,111,111 shares of
Common Stock to PubliGroupe USA and Advance Internet for $3 million in cash.

On August 16, 1999, Real Media sold 95,007 shares of Common Stock to
Advance Internet for $500,000 in cash.

Pursuant to a Stock Purchase Agreement among Real Media, PubliGroupe and
Real Media Europe Holding, S.A. dated as of February 7, 2000, Real Media agreed
to issue 16,126,525 shares of Common Stock and 450,000 shares of Series A
Convertible Preferred Stock to PubliGroupe in exchange for all of the
outstanding capital stock of Real Media Europe Holding, S.A. Real Media sold
convertible promissory notes to PubliGroupe dated October 11 and 25, November 9
and December 9, 1999, and January 7, 2000 in the aggregate principal amount of
$8.4 million. These notes are convertible into 1,140,684 shares of Common Stock
of Real Media, which are included in the 16,126,525 shares of Common Stock to be
received by PubliGroupe in the business combination upon the consummation of the
business combination, at which time the notes will be canceled.

The sale and issuance of securities in the transactions described above
were exempt from registration under the Securities Act in reliance on Section
4(2) thereof or Rule 701 promulgated thereunder. No underwriters were employed
in any of the above transactions.

II-2
<PAGE> 118

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

The following exhibits are filed herewith unless otherwise indicated:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
1.1* Underwriting Agreement among Real Media, Inc., PubliGroupe
S.A., Credit Suisse First Boston Corporation, Banc of
America Securities LLC and Lazard Freres & Co. LLC, dated
, 2000
2.1 Stock Purchase Agreement dated as of February 8, 2000, among
Real Media, Inc., PubliGroupe S.A. and Real Media Europe
Holding S.A.
3.1* Amended and Restated Certificate of Incorporation of Real
Media, Inc.
3.2* Amended and Restated By-laws of Real Media, Inc.
4.1* Stockholders Voting Agreement, dated February , 2000,
among Real Media, Inc., PubliGroupe USA Holding, Inc.,
PubliGroupe S.A., Advance Internet Inc. and certain Founders
named therein
5.1* Opinion of Dechert Price & Rhoads
10.1 Form of Real Media, Inc. Stock Option Agreement
10.2 Real Media, Inc. 1999 Employee Stock Option Plan
10.3* Second Amended and Restated Voting and Stockholders
Agreement, dated February , 2000, among Real Media, Inc.,
PubliGroupe USA Holding, Inc., PubliGroupe S.A., Advance
Internet Inc. and certain Founders named therein
10.4+ Stock Purchase Agreement, dated April 8, 1998, between Real
Media, Inc. and Advance Internet Inc.
10.5* Amended and Restated Voting and Stockholder Agreement, dated
April 8, 1998, among Real Media, Inc., PubliGroupe USA
Holding, Inc., Advance Internet Inc. and the Management
Stockholders listed therein
10.6* Amended and Restated Technology Transfer Agreement, dated
April 8, 1998, among Real Media, Inc., PubliGroupe, S.A. and
Real Media, S.A.
10.7* Amended and Restated Marketing Agreement, dated April 8,
1998, between Real Media, Inc. and Real Media, S.A.
10.8* Amendment to Non-Competition Agreement, dated April 8, 1998,
among Real Media, Inc., PubliGroupe, S.A. and Real Media,
S.A.
10.9+ Stock Purchase Agreement, dated March 29, 1999, among Real
Media, Inc., Advance Internet Inc. and PubliGroupe USA
Holding Inc.
10.10+ Stock Purchase Agreement, dated August 16, 1999, between
Real Media, Inc. and Advance Internet Inc.
10.11 Stock Option Termination and Stock Repurchase Agreement,
dated July 15, 1999, between Real Media, Inc. and David
Morgan
10.12* Technology Transfer Agreement, dated February , 2000,
between Real Media, Inc. and Real Media S.A.
10.13* Trademark and Tradename Agreement, dated February , 2000,
among Real Media, Inc., and Real Media S.A.
10.14* Cooperation Agreement, dated February , 2000, between Real
Media, Inc. and PubliGroupe S.A.
10.15* Interim Administrative Services Agreement, dated February
, 2000, between Real Media, Inc. and PubliGroupe S.A.
</TABLE>

II-3
<PAGE> 119

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
10.16* Stockholders Agreement, dated February , 2000, among
PubliGroupe S.A., Real Media, Inc. and Real Media Europe
Holding S.A.
10.17 Convertible Promissory Note, dated October 11, 1999, payable
to PubliGroupe S.A.
10.18 Convertible Promissory Note, dated October 25, 1999, payable
to PubliGroupe S.A.
10.19 Convertible Promissory Note, dated November 9, 1999, payable
to PubliGroupe S.A.
10.21 Convertible Promissory Note, dated January 7, 2000, payable
to PubliGroupe S.A.
10.22 Agreement of Lease, dated February 1, 1999, between
Renaissance Acquisitions, LLC and Real Media, Inc. and
Addendum thereto, dated August 13, 1999 for office space in
New York, New York
10.23 English translation of Agreement, dated December 14, 1998,
between PubliGroupe, S.A. and CubicMedia GmbH and Amendment
thereto, dated September 10, 1999
10.24 Assignment of Lease, dated October 18, 1999, among
Renaissance Acquisitions, LLC, as successor in interest to
260 Delphi Associates D.I.P., Corporate Concepts, Ltd. and
Real Media, Inc. and Lease dated June 4, 1997, between 260
Delphi Associate's D.I.P. and Corporate Concepts, Ltd. for
office space in New York, New York
10.25 General Lease Agreement, dated March 1, 1999, between Narco
Avionics, Inc. and Real Media, Inc. for office space in Fort
Washington, Pennsylvania
10.26 Office lease, dated January 5, 2000, between HUB Properties
Trust and Real Media, Inc. for office space in Fort
Washington, Pennsylvania
10.27* Employment Agreement between Real Media, Inc. and
Christopher Neimeth, dated as of December 15, 1999
21.1* Subsidiaries of Real Media, Inc.
23.1 Consent of Dechert Price & Rhoads (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of ATAG Ernst & Young AG
23.4 Consent of Hans Steiner
23.5 Consent of Heinz Wagli
24.1 Powers of Attorney (included on the signature pages to this
Registration Statement)
27.1 Financial Data Schedule
27.2 Financial Data Schedule
</TABLE>

- ---------------
* To be filed by amendment.

+ Confidential treatment will be requested with respect to certain portions of
this exhibit. Omitted portions will be filed separately with the Securities
and Exchange Commission.

(b) Financial Statement Schedules:

Schedule II -- Valuation and Qualifying Accounts

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes to provide to the
Underwriters at the closing specified in the Underwriting Agreement,
certificates in such denominations and registered in such names as required by
the Underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing
II-4
<PAGE> 120

provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

(1) For purposes of determining the liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-5
<PAGE> 121

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New
York on January 31, 2000.

REAL MEDIA, INC.

By: /s/ CHRISTOPHER D. NEIMETH
------------------------------------
Christopher D. Neimeth
President and Chief Executive
Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Christopher D. Neimeth and Norman M.
Blashka, each and individually, his or her attorneys-in-fact, with full power of
substitution and resubstitution, for him or her in any and all capacities, to
sign any or all amendments or post-effective amendments to this Registration
Statement or any Registration Statement for the same offering that is effective
upon filing pursuant to Rule 462 under the Securities Act of 1933, as amended,
and to file the same with exhibits thereto and other documents in connection
therewith or in connection with the registration of Common Stock under the
Securities Exchange Act of 1934, as amended, with the Securities and Exchange
Commission, granting unto each of such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary in connection with such matters and hereby ratifying and confirming
all that each such attorney-in-fact, or his agent or substitutes, may do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----

<C> <S> <C>
/s/ DAVID R. MORGAN Chairman of the Board of January 31, 2000
- --------------------------------------------------- Directors
David R. Morgan

/s/ CHRISTOPHER D. NEIMETH President and Chief Executive January 31, 2000
- --------------------------------------------------- Officer (principal executive
Christopher D. Neimeth officer)

/s/ NORMAN M. BLASHKA Chief Financial Officer January 31, 2000
- --------------------------------------------------- (principal financial and
Norman M. Blashka accounting officer)

/s/ WALTER ANNASOHN Director January 31, 2000
- ---------------------------------------------------
Walter Annasohn

/s/ GIL BEYDA Chief Technology Officer and January 31, 2000
- --------------------------------------------------- Director
Gil Beyda
</TABLE>

II-6
<PAGE> 122

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----

<C> <S> <C>
/s/ MICHAEL NEWHOUSE Director January 31, 2000
- ---------------------------------------------------
Michael Newhouse

/s/ MARK PINNEY Director January 31, 2000
- ---------------------------------------------------
Mark Pinney

/s/ PETER WEINBERGER Director January 31, 2000
- ---------------------------------------------------
Peter Weinberger

/s/ PASCAL ZAHNER Director January 31, 2000
- ---------------------------------------------------
Pascal Zahner
</TABLE>

II-7
<PAGE> 123

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
1.1* Underwriting Agreement among Real Media, Inc., PubliGroupe
S.A., Credit Suisse First Boston Corporation, Banc of
America Securities LLC and Lazard Freres & Co. LLC, dated
, 2000
2.1 Stock Purchase Agreement dated as of February 8, 2000, among
Real Media, Inc., PubliGroupe S.A. and Real Media Europe
Holding S.A.
3.1* Amended and Restated Certificate of Incorporation of Real
Media, Inc.
3.2* Amended and Restated By-laws of Real Media, Inc.
4.1* Stockholders Voting Agreement, dated February , 2000, among
Real Media, Inc., PubliGroupe USA Holding, Inc., PubliGroupe
S.A., Advance Internet Inc. and certain Founders named
therein
5.1* Opinion of Dechert Price & Rhoads
10.1 Form of Real Media, Inc. Stock Option Agreement
10.2 Real Media, Inc. 1999 Employee Stock Option Plan
10.3* Second Amended and Restated Voting and Stockholders
Agreement, dated February , 2000, among Real Media, Inc.,
PubliGroupe USA Holding, Inc., PubliGroupe S.A., Advance
Internet Inc. and certain Founders named therein
10.4+ Stock Purchase Agreement, dated April 8, 1998, between Real
Media, Inc. and Advance Internet Inc.
10.5* Amended and Restated Voting and Stockholder Agreement, dated
April 8, 1998, among Real Media, Inc., PubliGroupe USA
Holding, Inc., Advance Internet Inc. and the Management
Stockholders listed therein
10.6* Amended and Restated Technology Transfer Agreement, dated
April 8, 1998, among Real Media, Inc., PubliGroupe, S.A. and
Real Media, S.A.
10.7* Amended and Restated Marketing Agreement, dated April 8,
1998, between Real Media, Inc. and Real Media, S.A.
10.8* Amendment to Non-Competition Agreement, dated April 8, 1998,
among Real Media, Inc., PubliGroupe, S.A. and Real Media,
S.A.
10.9+ Stock Purchase Agreement, dated March 29, 1999, among Real
Media, Inc., Advance Internet Inc. and PubliGroupe USA
Holding Inc.
10.10+ Stock Purchase Agreement, dated August 16, 1999, between
Real Media, Inc. and Advance Internet Inc.
10.11 Stock Option Termination and Stock Repurchase Agreement,
dated July 15, 1999, between Real Media, Inc. and David
Morgan
10.12* Technology Transfer Agreement, dated February , 2000,
between Real Media, Inc. and Real Media S.A.
10.13* Trademark and Tradename Agreement, dated February , 2000,
among Real Media, Inc., and Real Media S.A.
10.14* Cooperation Agreement, dated February , 2000, between Real
Media, Inc. and PubliGroupe S.A.
10.15* Interim Administrative Services Agreement, dated February ,
2000, between Real Media, Inc. and PubliGroupe S.A.
10.16* Stockholders Agreement, dated February ,2000, among
PubliGroupe S.A., Real Media, Inc. and Real Media Europe
Holding S.A.
</TABLE>
<PAGE> 124

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
10.17 Convertible Promissory Note, dated October 11, 1999, payable
to PubliGroupe S.A.
10.18 Convertible Promissory Note, dated October 25, 1999, payable
to PubliGroupe S.A.
10.19 Convertible Promissory Note, dated November 9, 1999, payable
to PubliGroupe S.A.
10.20 Convertible Promissory Note, dated December 9, 1999, payable
to PubliGroupe S.A.
10.21 Convertible Promissory Note, dated January 7, 2000, payable
to PubliGroupe S.A.
10.22 Agreement of Lease, dated February 1, 1999, between
Renaissance Acquisitions, LLC and Real Media, Inc. and
Addendum thereto, dated August 13, 1999 for office space in
New York, New York
10.23 English translation of Agreement, dated December 14, 1998,
between PubliGroupe, S.A. and CubicMedia GmbH and Amendment
thereto, dated September 10, 1999
10.24 Assignment of Lease, dated October 18, 1999, among
Renaissance Acquisitions, LLC, as successor in interest to
260 Delphi Associates D.I.P., Corporate Concepts, Ltd. and
Real Media, Inc. and Lease dated June 4, 1997, between 260
Delphi Associate's D.I.P. and Corporate Concepts, Ltd. for
office space in New York, New York
10.25 General Lease Agreement, dated March 1, 1999, between Narco
Avionics, Inc. and Real Media, Inc. for office space in Fort
Washington, Pennsylvania
10.26 Office lease, dated January 5, 2000, between HUB Properties
Trust and Real Media, Inc. for office space in Fort
Washington, Pennsylvania
10.27* Employment Agreement between Real Media, Inc. and
Christopher Neimeth, dated as of December 15, 1999
21.4* Subsidiaries of Real Media, Inc.
23.1 Consent of Dechert Price & Rhoads (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
23.3 Consent of ATAG Ernst & Young AG
23.4 Consent of Hans Steiner
23.5 Consent of Heinz Wagli
24.1 Powers of Attorney (included on the signature pages to this
Registration Statement)
27.1 Financial Data Schedule
27.2 Financial Data Schedule
</TABLE>

- ---------------
* To be filed by amendment.
+ Confidential treatment will be requested with respect to certain portions of
this exhibit. Omitted portions will be filed separately with the Securities
and Exchange Commission.

<PAGE> 1
EXECUTION COPY

STOCK PURCHASE AGREEMENT

among

REAL MEDIA, INC.,
a Delaware corporation;

PUBLIGROUPE S.A.,
a Company organized under the laws of Switzerland;

and

REAL MEDIA EUROPE HOLDING S.A.,
a Company organized under the laws of Switzerland

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

Dated as of February 8, 2000
------------------------------------------------------

<PAGE> 2

<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page

<S> <C>
SECTION 1. DESCRIPTION OF TRANSACTION................................................ 2
1.1. Sale of Stock...................................................... 2
1.2. Closing............................................................ 2
1.3. Deliveries and Proceedings at Closing.............................. 2

SECTION 2. REPRESENTATIONS AND WARRANTIES OF PUBLIGROUPE AND RM EUROPE............... 3
2.1. Due Organization; Subsidiaries; Etc................................ 3
2.2. Organizational Documents; Records.................................. 4
2.3. Capitalization, Etc................................................ 4
2.4. Financial Statements............................................... 4
2.5. Absence of Changes................................................. 5
2.6. Title to Assets; Equipment; Real Property.......................... 6
2.7. Proprietary Assets................................................. 6
2.8. Contracts.......................................................... 7
2.9. Compliance with Legal Requirements................................. 8
2.10. Governmental Authorizations........................................ 8
2.11. Tax Matters........................................................ 8
2.12. Employee Benefit Plans............................................. 9
2.13. Insurance.......................................................... 9
2.14. Related Party Transactions......................................... 9
2.15. Legal Proceedings; Orders.......................................... 10
2.16. Authority; Binding Nature of Agreement............................. 10
2.17. Non-Contravention; Consents........................................ 10
2.18. Financial Advisor.................................................. 11
2.19. Employees.......................................................... 11

SECTION 3. REPRESENTATIONS AND WARRANTIES OF REAL MEDIA.............................. 11
3.1. Due Organization, Standing and Power............................... 11
3.2. Organizational Documents; Records.................................. 11
3.3. Capitalization, Etc................................................ 12
3.4. Financial Statements............................................... 12
3.5. Absence of Changes................................................. 13
3.6. Title to Assets; Equipment; Real Property.......................... 13
3.7. Proprietary Assets................................................. 14
3.8. Contracts.......................................................... 14
3.9. Compliance with Legal Requirements................................. 15
3.10. Governmental Authorizations........................................ 15
3.11. Tax Returns........................................................ 15
3.12. Employee Benefit Plans............................................. 16
3.13. Insurance.......................................................... 16

</TABLE>

-i-
<PAGE> 3
<TABLE>
<CAPTION>
<S> <C>
3.14. Related Party Transactions......................................... 16
3.15. Legal Proceedings; Orders.......................................... 17
3.16. Authority; Binding Nature of Agreement............................. 17
3.17. Non-Contravention; Consents........................................ 17
3.18. Financial Advisor.................................................. 18
3.19. Employees.......................................................... 18

SECTION 4. CERTAIN COVENANTS AND AGREEMENTS.......................................... 18
4.1. RMSA Options....................................................... 18
4.2. Access to Records and Properties................................... 19
4.3. Operation of Business.............................................. 20
4.4. Advice of Changes.................................................. 21
4.5. Efforts to Consummate.............................................. 21
4.6. Additional Agreements.............................................. 21
4.7. Disclosure......................................................... 21
4.8. Survival; Indemnification.......................................... 22
4.9. Tax Matters........................................................ 22
4.10. Funding of Cumulative Losses; Forgiveness of Intercompany Loans.... 23

SECTION 5. CERTAIN CONDITIONS........................................................ 24
5.1. Conditions to Each Party's Obligations............................. 24
5.2. Conditions to Obligations of Real Media............................ 24
5.3. Conditions to Obligations of PubliGroupe and RM Europe............. 25

SECTION 6. TERMINATION............................................................... 25
6.1. Termination........................................................ 25
6.2. Effect of Termination.............................................. 26

SECTION 7. CERTAIN DEFINITIONS....................................................... 26
7.1. Definitions........................................................ 26

SECTION 8. MISCELLANEOUS PROVISIONS.................................................. 30
8.1. Amendment.......................................................... 30
8.2. Waiver............................................................. 30
8.3. Entire Agreement; Counterparts; Applicable Law..................... 30
8.4. Assignability...................................................... 30
8.5. Notices............................................................ 30
8.6. Cooperation........................................................ 31
8.7. Titles............................................................. 32
</TABLE>

-ii-
<PAGE> 4

List of Exhibits

<S> <C>
Exhibit A - Preferred Stock Terms

Exhibit B - Second Amended and Restated Voting and Stockholders Agreement

Exhibit C - Interim Administrative Services Agreement

Exhibit D - RMSA Stockholders Agreement

Exhibit E - Technology Transfer Agreement

Exhibit F - Cooperation Agreement

Exhibit G - Trademark and Tradename Agreement
</TABLE>

-i-
<PAGE> 5

AGREEMENT

THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as
of February __, 2000, by and among REAL MEDIA, INC., a Delaware corporation
("Real Media"); PUBLIGROUPE S.A., a company organized under the laws of
Switzerland ("PubliGroupe"); and REAL MEDIA EUROPE HOLDING S.A., a company
organized under the laws of Switzerland ("RM Europe"). Certain capitalized terms
used in this Agreement are defined in Section 7 hereof.

RECITALS

A. PubliGroupe owns all of the issued and outstanding capital stock of
RM Europe, and, through a wholly-owned subsidiary, all of the issued and
outstanding stock of Real Media Limited of Hong Kong ("RM Hong Kong") and Real
Media Pte Ltd of Singapore ("RM Singapore").

B. RM Europe owns all of the issued and outstanding capital stock of
Real Media SARL, Real Media Deutschland GmbH, Real Media Technology S.A., Real
Media Holding (UK) Ltd and Real Media (UK) Ltd (collectively, the "Wholly-Owned
Subsidiaries"). RM Europe owns 49% of the issued and outstanding capital stock
of Real Media S.A. ("RMSA") and PubliGroupe owns the remaining 51% of the issued
and outstanding capital stock of RMSA (the "RMSA Interest"). The Wholly-Owned
Subsidiaries, RM Hong Kong, RM Singapore and RMSA are hereinafter referred to
collectively as the "Subsidiaries" and RM Europe and the Subsidiaries are
hereinafter referred to collectively as the "Acquired Corporations".

C. PubliGroupe owns 28.7% of the issued and outstanding capital stock
of Real Media, calculated on a fully diluted and converted basis (without giving
effect to certain options granted to the chief financial officer and chief
executive officer of Real Media).

D. PubliGroupe has previously agreed to invest an aggregate of
$10,000,000 in Real Media (the "Commitment"). As of the date hereof PubliGroupe
has funded a portion of the Commitment in exchange for short-term promissory
notes of Real Media which are convertible into Common Stock, par value $.01 per
share, of Real Media ("Real Media Common Stock") (the "Convertible Notes").

E. Real Media desires to acquire from PubliGroupe, and PubliGroupe
desires to transfer to Real Media, all of the issued and outstanding capital
stock of RM Europe and PubliGroupe desires to pay to Real Media the balance of
the Commitment and convert the outstanding Convertible Notes, all in exchange
for an aggregate of 16,126,525 shares of Real Media Common Stock and 450,000
shares of Series A Convertible Preferred Stock of Real Media having the terms
set forth on Exhibit A attached hereto ("Real Media Preferred Stock"). Real
Media also desires to acquire from PubliGroupe, and PubliGroupe desires to
transfer

<PAGE> 6

(through its wholly-owned subsidiary) to Real Media, all of the issued and
outstanding capital stock of RM Hong Kong and RM Singapore in exchange for cash
pursuant to the terms hereof.

F. PubliGroupe wishes to grant Real Media an option to purchase the
RMSA Interest, and Real Media wishes to grant PubliGroupe the right to require
Real Media to purchase the RMSA Interest, all on the terms set forth herein.

TERMS

NOW THEREFORE, in consideration of the mutual covenants, promises,
representations and agreements contained herein, the parties to this Agreement,
intending to be legally bound, agree as follows:

SECTION 1. DESCRIPTION OF TRANSACTION

1.1. Sale of Stock. Subject to the terms and conditions hereof, at the
Closing referred to in Section 1.2 below, (a) PubliGroupe will transfer and
deliver to Real Media, all of the outstanding shares of capital stock of RM
Europe (the "RM Europe Stock") and all intercompany debt and other obligations
owed to PubliGroupe by any Acquired Corporation as of December 31, 1999 shall be
extinguished, (b) PubliGroupe will pay to Real Media the balance of the
Commitment and convert all of the outstanding Convertible Notes, and (c) Real
Media will issue and sell to PubliGroupe 16,126,525 shares of Real Media Common
Stock and 450,000 shares of Real Media Preferred Stock. PubliGroupe will also
transfer and deliver (through its wholly-owned subsidiary) to Real Media all of
the outstanding shares of capital stock of RM Hong Kong and RM Singapore in
exchange for the payment by Real Media to PubliGroupe of $10.00.

1.2. Closing. The closing under this Agreement (the "Closing") will
take place at 10:00 A.M., local time, on the later of (i) February 29, 2000 or
(ii) the third business day after all conditions set forth in Section 5 shall
have been satisfied or waived, at the offices of Dechert Price & Rhoads, 30
Rockefeller Plaza, New York, New York 10112 or at such other time, date or place
as the parties shall mutually agree. The date on which Closing occurs is
sometimes referred to herein as the "Closing Date."

1.3. Deliveries and Proceedings at Closing. At the Closing:

(a) Other Agreements. (i) PubliGroupe, Real Media, and the other
parties thereto shall execute and deliver the Second Amended and Restated Voting
and Stockholders Agreement in the form attached hereto as Exhibit B, (ii)
PubliGroupe, Real Media and RM Europe shall execute and deliver the Interim
Administrative Services Agreement in the form attached hereto as Exhibit C, and
(iii) PubliGroupe, Real Media, RM Europe and RMSA shall execute and deliver the
RMSA Stockholders Agreement in the form attached hereto as Exhibit D, the
Technology Transfer Agreement in the form attached hereto as Exhibit E, the
Cooperation Agreement in the form attached hereto as Exhibit F, the Trademark
and Tradename Agreement in the form attached hereto as Exhibit G.

-2-
<PAGE> 7

(b) Deliveries by PubliGroupe. PubliGroupe will deliver to Real
Media (i) good title to all of the issued and outstanding capital stock of RM
Europe, RM Hong Kong and RM Singapore (with respect to the latter two companies,
through its wholly-owned subsidiary), free and clear of all liens, security
interests, claims and encumbrances, (ii) the balance of the Commitment, by wire
transfer of immediately available funds and (iii) the original Convertible Notes
duly executed for cancellation and conversion into Real Media Common Stock in
accordance with the terms thereof.

(c) Deliveries by Real Media. Real Media will deliver to PubliGroupe
(i) certificates registered in the name of PubliGroupe for an aggregate of
16,126,525 shares of Real Media Common Stock and 450,000 shares of Real Media
Preferred Stock and (ii) $10.00 in payment for the shares of RM Hong Kong and RM
Singapore.

(d) Other Deliveries. The closing certificates, opinions of counsel
and other documents and agreements required to be delivered pursuant to this
Agreement shall be exchanged.

(e) Termination of Certain Agreements. Each of (i) the Amended and
Restated Technology Transfer Agreement dated April 7, 1998 among Real Media,
PubliGroupe and RMSA, (ii) the Amended and Restated Marketing Agreement dated
April 7, 1998 among Real Media, PubliGroupe and RMSA, (iii) the Non-Competition
Agreement dated December 3, 1996, as amended April 7, 1998, among Real Media,
PubliGroupe and RMSA, (iv) the Trademark and Tradename Agreement dated December
3, 1996 among Real Media, PubliGroupe and RMSA, and (v) the Proposed Joint
Venture between Real Media and Publicitas Asia to form Real Media Asia, shall
terminate and be of no further force and effect, .

SECTION 2. REPRESENTATIONS AND WARRANTIES OF PUBLIGROUPE AND RM EUROPE

PubliGroupe and RM Europe jointly and severally represents and warrants
to Real Media that, except as set forth in the disclosure schedule delivered by
PubliGroupe to Real Media on the date of this Agreement (the "PubliGroupe
Disclosure Schedule"):

2.1. Due Organization; Subsidiaries; Etc.

(a) RM Europe owns no shares of capital stock of, or equity interest
of any nature in, any Entity, other than the Subsidiaries. Except with respect
to RM Europe's ownership interests in the Subsidiaries, none of the Acquired
Corporations own any shares of capital stock of, or equity interest of any
nature in, any Entity (other than shares of non-affiliates held as non-material
financial investments). None of the Acquired Corporations has agreed or is
obligated to make any future investment in or capital contribution to any
Entity.

(b) Each of the Acquired Corporations is a corporation duly
organized and validly existing under the laws of the jurisdiction of its
incorporation and has the necessary corporate power and authority: (i) to
conduct its business in the manner in which its business is

-3-
<PAGE> 8

currently being conducted; (ii) to own and use its assets in the manner in which
its assets are currently owned and used; and (iii) to perform its obligations
under all Contracts by which it is bound.

2.2. Organizational Documents; Records. PubliGroupe has delivered or
made available to Real Media accurate and complete copies of the certificate of
incorporation, bylaws or similar organizational documents of each Acquired
Corporation, including all amendments thereto. PubliGroupe has made available to
Real Media accurate and complete copies of the minutes and other records of the
meetings and other proceedings (including any actions taken by written consent
or otherwise without a meeting) of the stockholders of each of the Acquired
Corporations and the board of directors and all committees of the board of
directors of each of the Acquired Corporations.

2.3. Capitalization, Etc.

(a) The authorized, issued and outstanding shares of capital stock
of each Acquired Corporation is set forth in Section 2.3(a) of the PubliGroupe
Disclosure Schedule. All of the foregoing shares of capital stock have been duly
authorized and validly issued, and are fully paid and non-assessable.

(b) Except as set forth in Section 2.3(b) of the PubliGroupe
Disclosure Schedule, as of the date of this Agreement, there is no: (i)
outstanding subscription, option, call, warrant or right to acquire any shares
of the capital stock or other securities of any of the Acquired Corporations;
(ii) outstanding security, instrument or obligation that is or will become
convertible into or exchangeable for any shares of the capital stock or other
securities of any of the Acquired Corporations; or (iii) Contract under which
any of the Acquired Corporations is or will become obligated to sell or
otherwise issue any shares of its capital stock or any other securities.

(c) The outstanding shares of capital stock of RM Europe, RM Hong
Kong and RM Singapore are owned beneficially and of record by PubliGroupe (or
its wholly-owned subsidiary), free and clear of any Encumbrances. The
outstanding shares of capital stock of the Wholly-Owned Subsidiaries, and 49% of
the outstanding shares of capital stock of RMSA, are owned beneficially and of
record by RM Europe, free and clear of any Encumbrances. 51% of the outstanding
shares of capital stock of RMSA are owned beneficially and of record by
PubliGroupe, free and clear of any Encumbrances.

2.4. Financial Statements.

(a) PubliGroupe has delivered to Real Media the following financial
statements and notes (collectively, the "Acquired Corporation Financial
Statements"):

(i) the audited balance sheets of each of the Subsidiaries as
of December 31, 1998 and 1997, and the related audited statements of operations,
statements of stockholders' equity and statements of cash flows of each of the
Subsidiaries for the years ended

-4-
<PAGE> 9

1998, 1997 and 1996, together with the notes thereto and the unqualified report
of Ernst & Young LLP relating thereto;

(ii) the audited balance sheet of each of the Subsidiaries as
of September 30, 1999, and the related audited statement of operations and a
statement of cash flows of each such Subsidiary for the nine months then ended,
together with the notes thereto and the unqualified report of Ernst & Young LLP
relating thereto;

(iii) the consolidated balance sheet of RM Europe as of
September 30, 1999, and the related consolidated statement of operations and a
statement of cash flows of RM Europe from inception through September 30, 1999,
together with the notes thereto and the unqualified report of Ernst & Young LLP
relating thereto;

(iv) the unaudited balance sheet of Real Media Hong Kong as of
December 31, 1999 and the related unaudited statement of operations for the six
months then ended; and

(v) the unaudited balance sheet of Real Media Singapore as of
December 31, 1998.

(b) The Acquired Corporation Financial Statements present fairly, in
all material respects, the financial position of the Acquired Corporations as of
the respective dates thereof and the results of operations and cash flows of the
Acquired Corporations for the periods covered thereby. The Acquired Corporation
Financial Statements have been prepared in accordance with US generally accepted
accounting principles ("GAAP") applied on a consistent basis throughout the
periods covered (except that the unaudited financial statements do not contain
footnotes and are subject to normal and recurring year-end audit adjustments,
which will not, individually or in the aggregate, be material in magnitude).

(c) Except for liabilities or obligations which are accrued or
reserved in the Acquired Corporation Financial Statements (or reflected in the
notes thereto) or which were incurred after September 30, 1999 in the ordinary
course of business, none of the Acquired Corporations has any liabilities or
obligations (accrued or contingent) of a nature required by GAAP to be reflected
in a balance sheet or that would be required to be disclosed in footnotes that
would be required pursuant to GAAP.

2.5. Absence of Changes. Except as set forth in Section 2.5 of the
PubliGroupe Disclosure Schedule, between September 30, 1999 and the date of this
Agreement, none of the Acquired Corporations has:

(a) sold or transferred any material portion of its assets or any
material portion of the interests in such portion other than sales of their
respective products in the ordinary course of business;

-5-

<PAGE> 10

(b) suffered any material loss, or material interruption in use, of
any asset or property (whether or not covered by insurance), on account of fire,
flood, riot, strike or other hazard or Act of God;

(d) entered into any material transaction other than sales or
licenses of their respective products and services;

(e) incurred any liabilities other than in the ordinary course of
business; or

(f) suffered any adverse change with respect to its business or
financial condition which has had a Material Adverse Effect on the Acquired
Corporations.

(g) repaid any debt or liability owed to PubliGroupe or any of its
affiliates.

2.6. Title to Assets; Equipment; Real Property. The Acquired
Corporations own, and have good, valid and marketable title to, the assets
purported to be owned by them and which are material to the Acquired
Corporations or to the conduct of their business. Except as set forth in Section
2.6 of the PubliGroupe Disclosure Schedule, such assets are owned by the
Acquired Corporations free and clear of any Encumbrances, except for (x) any
lien for current taxes not yet due and payable and (y) liens that have arisen in
the ordinary course of business and that do not materially detract from the
value of the assets subject thereto or materially impair the operations of the
Acquired Corporations, taken as a whole. The material items of equipment and
other tangible assets owned by or leased to the Acquired Corporations are
adequate for the uses to which they are being put and are in good condition and
repair (ordinary wear and tear excepted). None of the Acquired Corporations owns
or leases any real property or any material interest in real property, except
for the leaseholds created under the real property leases included in Section
2.8 of the PubliGroupe Disclosure Schedule.

2.7. Proprietary Assets.

(a) The Acquired Corporations own or have a valid right to use and
exploit the intellectual property in the Acquired Corporation Proprietary
Assets. None of the Acquired Corporations jointly owns with any other Person
(other than another Acquired Corporation) any Acquired Corporation Proprietary
Asset (i) that an Acquired Corporation purports to own and (ii) that is material
to the business of the Acquired Corporations. There is no Acquired Corporation
Contract pursuant to which any Acquired Corporation has granted any Person other
than another Acquired Corporation any right (whether or not currently
exercisable) to sublicense, commercially distribute or otherwise market any
Acquired Corporation Proprietary Asset.

(b) The Acquired Corporations have taken commercially reasonable
measures and precautions to protect and maintain the confidentiality, secrecy
and value of the Acquired Corporation Proprietary Assets (except Acquired
Corporation Proprietary Assets whose value would be unimpaired by public
disclosure). No current or former officer, director, stockholder,

-6-
<PAGE> 11

employee, consultant or independent contractor has any ownership right with
respect to any Acquired Corporation Proprietary Asset.

(c) To the knowledge of PubliGroupe: (i) all patents, trademarks,
service marks and copyrights that are registered with any Governmental Body and
held by any of the Acquired Corporations are valid and subsisting; (ii) none of
the Acquired Corporation Proprietary Assets, the use thereof in the Acquired
Corporations' business activities or the conduct of the Acquired Corporations'
business as presently conducted infringes any Proprietary Asset owned or used by
any other Person; and (iii) no other Person is infringing any Acquired
Corporation Proprietary Asset.

(d) The Acquired Corporation Proprietary Assets, together with
agreements for the license to an Acquired Corporation of software generally
available to the public, constitute all the material Proprietary Assets
necessary to enable the Acquired Corporations to conduct their business in the
manner in which such business is currently being conducted. Except as set forth
in Section 2.7(d) of the PubliGroupe Disclosure schedule, none of the Acquired
Corporations has (i) licensed any of the Acquired Corporation Proprietary Assets
to any Person on an exclusive basis, or (ii) entered into any covenant not to
compete or Contract limiting its ability (A) to exploit fully any material
Acquired Corporation Proprietary Assets or (B) to transact business in any
market or geographical area or with any Person.

(e) Section 2.7(e) of the PubliGroupe Disclosure Schedule sets forth
all patents that have been issued to an Acquired Corporation, patent
applications that have been filed by an Acquired Corporation and trademarks that
have been registered by an Acquired Corporation and the jurisdictions in which
such patents have been issued, patent applications have been filed and
trademarks have been registered.

2.8. CONTRACTS.

(a) Section 2.8 of the PubliGroupe Disclosure Schedule identifies
each Acquired Corporation Contract. PubliGroupe has delivered or made available
to Real Media accurate and complete copies of the Acquired Corporation
Contracts. Each Acquired Corporation Contract is valid and in full force and
effect.

(b) None of the Acquired Corporations has violated or breached, or
committed any default under, any Acquired Corporation Contract, and, to the
knowledge of PubliGroupe and the Acquired Corporations, no other Person has
violated or breached, or committed any default under, any Acquired Corporation
Contract, except where such violations, breaches or defaults have not had and
will not have a Material Adverse Effect on the Acquired Corporations.

(c) None of the Acquired Corporations has executed any written
amendments of, or waived in writing any of its material rights under, any
Acquired Corporation Contract.

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2.9. COMPLIANCE WITH LEGAL REQUIREMENTS. Each of the Acquired
Corporations is in compliance with applicable Legal Requirements, except where
the failure to comply with such Legal Requirements will not have a Material
Adverse Effect on the Acquired Corporations. None of the Acquired Corporations
has received (i) at any time since January 1, 1997, any notice or written
communication from any Governmental Body regarding any actual or possible
violation of, or failure to comply with, any Legal Requirement or (ii) prior to
January 1, 1997 any such notice or communication that remains pending. To the
knowledge of PubliGroupe, no investigation or review of the Acquired
Corporations by any Governmental Body is pending or threatened.

2.10. GOVERNMENTAL AUTHORIZATIONS. The Acquired Corporations hold the
Governmental Authorizations necessary to enable the Acquired Corporations to
conduct their respective businesses in the manner in which such businesses are
currently being conducted and in compliance with applicable Legal Requirements,
except where the failure to hold such Governmental Authorizations will not have
a Material Adverse Effect on the Acquired Corporations. Such Governmental
Authorizations are valid and in full force and effect. Each Acquired Corporation
is in compliance with the terms and requirements of such Governmental
Authorizations except where failure to be in compliance will not have a Material
Adverse Effect on the Acquired Corporations. None of the Acquired Corporations
has received (i) at any time since January 1, 1997 any written notice or other
written communication from any Governmental Body regarding (a) any actual or
possible violation of or failure to comply with any term or requirement of any
material Governmental Authorization or (b) any actual or possible revocation,
withdrawal, suspension, cancellation, termination or modification of any
material Governmental Authorization or (ii) prior to January 1, 1997 any such
notice or communication that remains pending.

2.11. TAX MATTERS. The Acquired Corporations have timely filed or
caused to be filed all Tax Returns required to be filed, or, requests for
extensions to file such Tax Returns have been filed, granted and have not
expired, except to the extent that such failures to file or to have extensions
granted that remain in effect would not have a Material Adverse Effect on the
Acquired Corporations. All such Tax Returns are complete and accurate in all
material respects, except to the extent that such failures to be complete or
accurate would not have a Material Adverse Effect on the Acquired Corporations.
The Acquired Corporations have paid all Taxes shown as due on such Tax Returns,
and the Acquired Corporation Financial Statements fully accrue the Acquired
Corporations' liabilities for Taxes with respect to all periods in accordance
with GAAP. No deficiencies for any Tax have been proposed in writing, asserted
or assessed, in each case by any Governmental Authority, against the Acquired
Corporations for which there are not adequate reserves, except for deficiencies
that would not have a Material Adverse Effect on the Acquired Corporations.
There are no examinations or audits of any Acquired Corporation Tax Return
currently underway.

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2.12. EMPLOYEE BENEFIT PLANS.

(a) Section 2.12 of the PubliGroupe Disclosure Schedule sets forth a
true and complete list of each material, stock purchase, stock option, stock
bonus, profit sharing and other equity compensation plan, program, agreement or
arrangement; and each material employment, termination or severance plan,
agreement or arrangement, in each case that is sponsored, maintained or
contributed to or required to be contributed to by any Acquired Corporation, or
to which any Acquired Corporation is a party, whether written or oral, for the
benefit of any employee or former employee of the Acquired Corporation.

(b) Each PubliGroupe Plan has been administered and operated in
compliance with its terms and applicable law in all material respects.

(c) There are no liabilities of any Acquired Corporation with
respect to any PubliGroupe Plan, other than (i) liabilities disclosed or
provided for in the Acquired Corporation Financial Statements and (ii)
liabilities none of which will have a Material Adverse Effect on the Acquired
Corporations.

2.13. INSURANCE. Since December 31, 1997, none of the Acquired
Corporations has received any written notice or other written communication
regarding any actual or possible (a) cancellation or invalidation of any
insurance policy (b) refusal of any coverage or rejection of any material claim
under any insurance policy, or (c) material adjustment in the amount of the
premiums payable with respect to any insurance policy. There is no pending
material claim (including any workers' compensation claim) under or based upon
any insurance policy of any of the Acquired Corporations. Each insurance policy
of the Acquired Corporations is in full force and effect.

2.14. RELATED PARTY TRANSACTIONS. No Related Party has any direct or
indirect interest in any material asset used in or otherwise relating to the
business of any of the Acquired Corporations. No Related Party has any direct or
indirect financial interest in any Acquired Corporation Contract, transaction or
business dealing involving any of the Acquired Corporations. No Related Party is
competing directly or indirectly with any of the Acquired Corporations. No
Related Party has any claim or right against any of the Acquired Corporations
(other than rights to receive compensation for services performed as an employee
of an Acquired Corporation). (For purposes of this Section 2.14 each of the
following shall be deemed to be a "Related Party": (i) each individual who is an
officer of PubliGroupe or any of the Acquired Corporations; (ii) each member of
the immediate family of each of the individuals referred to in clause "(i)"
above; and (iii) any trust or other Entity (other than an Acquired Corporation)
in which any one of the individuals referred to in clauses "(i)" and "(ii)"
above holds (or in which more than one of such individuals collectively hold),
beneficially or otherwise, a material voting, proprietary or equity interest.)

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2.15. LEGAL PROCEEDINGS; ORDERS.

(a) Except as set forth in Section 2.15 of the PubliGroupe
Disclosure Schedule, there is no pending Legal Proceeding, and (to the knowledge
of PubliGroupe) no Person has overtly threatened to commence any Legal
Proceeding: (i) that involves any of the Acquired Corporations or any assets
owned or used by any of the Acquired Corporations which, if adversely
determined, would have a Material Adverse Effect on the Acquired Corporations;
or (ii) that challenges any of the transactions contemplated by this Agreement.

(b) There is no order, writ, injunction, judgment or decree to which
any of the Acquired Corporations, or any assets owned or used by any of the
Acquired Corporations, is subject.

2.16. AUTHORITY; BINDING NATURE OF AGREEMENT. PubliGroupe and RM Europe
each has all necessary corporate right, power and authority to enter into and to
perform its respective obligations under this Agreement. This Agreement has been
duly executed and delivered by PubliGroupe and RM Europe and constitutes the
legal, valid and binding obligation of PubliGroupe and RM Europe, enforceable
against each of them in accordance with its terms, subject to (i) laws of
general application relating to bankruptcy, insolvency and the relief of
debtors, and (ii) rules of law governing specific performance, injunctive relief
and other equitable remedies.

2.17. NON-CONTRAVENTION; CONSENTS. Except as set forth in Section
2.17(d) of the PubliGroupe Disclosure Schedule, neither (1) the execution,
delivery or performance of this Agreement, nor (2) the consummation of the
transactions contemplated by this Agreement, will directly or indirectly (with
or without notice or lapse of time):

(a) contravene, conflict with or result in a violation of any of the
provisions of the certificate of incorporation, bylaws or similar organizational
documents of PubliGroupe or any of the Acquired Corporations;

(b) contravene, conflict with or result in a violation of, any Legal
Requirement or any order, writ, injunction, judgment or decree to which
PubliGroupe or any of the Acquired Corporations, or any material assets owned or
used by any of such Entities, is subject;

(c) contravene, conflict with or result in a violation of any of the
terms or requirements of any material Governmental Authorization that is held by
PubliGroupe or any of the Acquired Corporations or that otherwise relates to the
business of any of such Entities or to any material assets owned or used by any
of such Entities; or

(d) contravene, conflict with or result in a violation or breach of,
or result in a default under, or result in the creation of any lien with respect
to the assets of an Acquired Corporation pursuant to, any provision of any
Acquired Corporation Contract, except for any

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<PAGE> 15

such violations, liens, breaches or defaults, or failures to give notice that
will not have a Material Adverse Effect on the Acquired Corporations.

None of PubliGroupe and the Acquired Corporations is or will be required to make
any filing with or give any notice to, or to obtain any Consent from, any Person
in connection with (x) the execution, delivery or performance of this Agreement
or (y) the consummation of the transactions contemplated by this Agreement,
except where the failure to take such actions will not have a Material Adverse
Effect on the Acquired Corporations.

2.18. FINANCIAL ADVISOR. Except as set forth in Section 2.18 of the
PubliGroupe Disclosure Schedule, no broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement.

2.19. EMPLOYEES. Section 2.19 of the PubliGroupe Disclosure Schedule
contains an accurate list of: (i) all written agreements providing for a term of
employment of six months or more between any Acquired Corporation and any
current or retired employee; and (ii) all collective bargaining agreements to
which any Acquired Corporation is a party (other than any labor contracts
mandated by applicable law). No strike or labor dispute involving any Acquired
Corporation and a group of its employees has occurred during the last three
years or, to the knowledge of PubliGroupe, is threatened. The Acquired
Corporations have complied in all material respects with applicable wage and
hour, equal employment, safety and other legal requirements relating to its
employees, except where the failure to comply will not have a Material Adverse
Effect on the Acquired Corporations.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF REAL MEDIA

Real Media represents and warrants to PubliGroupe that, except as set
forth in the disclosure schedule delivered by Real Media to PubliGroupe on the
date of this Agreement (the "Real Media Disclosure Schedule"):

3.1. DUE ORGANIZATION, STANDING AND POWER.

(a) Real Media is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. Real Media has the
necessary corporate power and authority: (i) to conduct its business in the
manner in which its business is currently being conducted; (ii) to own and use
its assets in the manner in which its assets are currently owned and used; and
(iii) to perform its obligations under all Contracts by which it is bound. Real
Media owns no shares of capital stock of, or equity interest of any nature in,
any Entity other than those disclosed in Section 3.1(a) of the Real Media
Disclosure Schedule.

(b) Real Media is qualified to do business as a foreign corporation,
and is in good standing, under the laws of the jurisdictions where the nature of
its business requires such qualification and where the failure to so qualify
will have a Material Adverse Effect on Real Media. Each such jurisdiction is
listed in Section 3.1(b) of the Real Media Disclosure Schedule.

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<PAGE> 16

3.2. ORGANIZATIONAL DOCUMENTS; RECORDS. Real Media has delivered or
made available to PubliGroupe accurate and complete copies of the certificate of
incorporation and bylaws of Real Media, including all amendments thereto. Real
Media has made available to PubliGroupe accurate and complete copies of the
minutes and other records of the meetings and other proceedings (including any
actions taken by written consent or otherwise without a meeting) of the
stockholders of Real Media and the board of directors and all committees of the
board of directors of Real Media.

3.3. CAPITALIZATION, ETC.

(a) The authorized capital stock of Real Media is 27,000,000 shares
divided into two classes consisting of: (i) 18,000,000 shares of common stock,
par value $.001 per share, of which 9,836,150 shares have been issued and are
outstanding as of the date of this Agreement; and (ii) 9,000,000 shares of
Preferred Stock, par value $.001 per share, none of which shares have been
issued. All of the outstanding shares of capital stock of Real Media have been
duly authorized and validly issued, and are fully paid and non-assessable.
Section 3.3(a) of the Real Media Disclosure Schedule sets forth the number of
issued and outstanding shares of its capital stock, the name of each owner of
such shares and the number of shares owned by each.

(b) As of the date of this Agreement, 1,495,206 shares of Real Media
common stock are reserved for future issuance pursuant to stock options granted
and outstanding.

(c) Except as set forth in Section 3.3(c) of the Real Media
Disclosure Schedule, as of the date of this Agreement there is no: (i)
outstanding subscription, option, call, warrant or right to acquire any shares
of the capital stock or other securities of Real Media; (ii) outstanding
security, instrument or obligation that is or will become convertible into or
exchangeable for any shares of the capital stock or other securities of Real
Media; or (iii) Contract under which Real Media is or will become obligated to
sell or otherwise issue any shares of its capital stock or any other securities.

3.4. FINANCIAL STATEMENTS.

(a) Real Media has delivered to PubliGroupe the following financial
statements and notes (collectively, the "Real Media Financial Statements"):

(i) the audited balance sheets of Real Media as of December
31, 1998 and 1997 and the related audited statements of operations, statements
of stockholders' equity and statements of cash flows of Real Media for the years
ended December 31, 1998, 1997, and 1996 together with the notes thereto and the
unqualified report of Ernst & Young LLP thereon; and

(ii) the audited balance sheet of Real Media as of September
30, 1999, and the related audited statement of operations and a statement of
cash flows of Real Media for the nine months then ended, together with notes
thereto and the unqualified report of Ernst & Young LLP thereon.

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<PAGE> 17

(b) The Real Media Financial Statements present fairly, in all
material respects, the financial position of Real Media as of the respective
dates thereof and the results of operations and cash flows of Real Media for the
periods covered thereby. The Real Media Financial Statements have been prepared
in accordance with generally accepted accounting principles applied on a
consistent basis throughout the periods covered (except that the unaudited
financial statements do not contain footnotes and are subject to normal and
recurring year-end audit adjustments, which will not, individually or in the
aggregate, be material in magnitude).

(c) Except for liabilities or obligations which are accrued or
reserved in the statements (or reflected in the notes thereto) or which were
incurred after September 30, 1999 in the ordinary course of business, Real Media
has no liabilities or obligations (accrued or contingent) of a nature required
by GAAP to be reflected in a balance sheet or that would be required to be
disclosed in footnotes that are required pursuant to GAAP.

3.5. ABSENCE OF CHANGES. Between September 30, 1999 and the date of
this Agreement, Real Media has not:

(a) sold or transferred any material portion of its assets or any
material portion of the interests in such portion other than sales of Real
Media's products in the ordinary course of business;

(b) suffered any material loss, or material interruption in use, of
any asset or property (whether or not covered by insurance), on account of fire,
flood, riot, strike or other hazard or Act of God;

(d) entered into any material transaction other than sales of Real
Media's products;

(e) incurred any liabilities other than in the ordinary course of
business; or

(f) suffered any adverse change with respect to its business or
financial condition which has had a Material Adverse Effect on Real Media.

3.6. TITLE TO ASSETS; EQUIPMENT; REAL PROPERTY. Real Media owns, and
has good, valid and marketable title to, the assets purported to be owned by it
and which are material to Real Media or to the conduct of its business. Except
as set forth in Section 3.6 of the Real Media Disclosure Schedule, such assets
are owned by Real Media free and clear of any Encumbrances, except for (x) any
lien for current taxes not yet due and payable and (y) liens that have arisen in
the ordinary course of business and that do not materially detract from the
value of the assets subject thereto or materially impair the operations of Real
Media. The material items of equipment and other tangible assets owned by or
leased to Real Media are adequate for the uses to which they are being put and
are in good condition and repair (ordinary wear and tear excepted). Real Media
does not own or lease any real property or any material interest in real

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<PAGE> 18

property, except for the leaseholds created under the real property leases
included in Section 3.6 of the Real Media Disclosure Schedule.

3.7. PROPRIETARY ASSETS.

(a) Real Media owns or has a valid right to use and exploit the
intellectual property in the Real Media Proprietary Assets. Real Media does not
jointly own with any other Person any Real Media Proprietary Asset (i) that Real
Media purports to own and (ii) that is material to the business of Real Media or
its subsidiaries. Except as set forth in Section 3.7(a) of the Real Media
Disclosure Schedule, there is no Real Media Contract pursuant to which Real
Media has granted any Person any right (whether or not currently exercisable) to
sublicense, commercially distribute or otherwise exploit any Real Media
Proprietary Asset.

(b) Real Media has taken commercially reasonable measures and
precautions to protect and maintain the confidentiality, secrecy and value of
the Real Media Proprietary Assets (except Real Media Proprietary Assets whose
value would be unimpaired by public disclosure). No current or former officer,
director, stockholder, employee, consultant or independent contractor has any
ownership right with respect to any Real Media Proprietary Asset.

(c) To the knowledge of Real Media: (i) all patents, trademarks,
service marks and copyrights that are registered with any Governmental Body and
held by Real Media are valid and subsisting; (ii) none of the Real Media
Proprietary Assets, the use thereof in Real Media's and its subsidiaries'
business activities or the conduct of Real Media's business as presently
conducted by it infringes any Proprietary Asset owned or used by any other
Person; and (iii) no person is infringing any Real Media Proprietary Asset.

(d) The Real Media Proprietary Assets, together with agreements for
the license to Real Media of software generally available to the public,
constitute all the material Proprietary Assets necessary to enable Real Media to
conduct its business in the manner in which such business is currently being
conducted. Except as set forth in Section 3.7(a) of the Real Media Disclosure
Schedule, Real Media has not (i) licensed any of the Real Media Proprietary
Assets to any Person on an exclusive basis, or (ii) entered into any covenant
not to compete or Contract limiting its ability (A) to exploit fully any
material Real Media Proprietary Asset or (B) to transact business in any market
or geographical area or with any Person.

Section 3.7 of the Real Media Disclosure Schedule sets forth all patents that
have been issued to Real Media, patent applications that have been filed by Real
Media and trademarks that have been registered by Real Media and the
jurisdictions in which such patents have been issued, patent applications have
been filed and trademarks have been registered.

3.8. CONTRACTS.

(a) Section 3.8 of the Real Media Disclosure Schedule identifies
each Real Media Contract. Real Media has delivered or made available to
PubliGroupe accurate and

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<PAGE> 19

complete copies of the Real Media Contracts. Each Real Media Contract is valid
and in full force and effect.

(b) Real Media has not violated or breached, or committed any
default under, any Real Media Contract, and, to the knowledge of Real Media, no
other Person has violated or breached, or committed any default under, any Real
Media Contract, except where such violations, breaches or defaults and have not
had and will not have a Material Adverse Effect on Real Media.

(c) Real Media has not executed any written amendments of, or waived
in writing any of its material rights under, any Real Media Contract.

3.9. COMPLIANCE WITH LEGAL REQUIREMENTS. Real Media is in compliance
with applicable Legal Requirements, except where the failure to comply with such
Legal Requirements will not have a Material Adverse Effect on Real Media. Real
Media has not received (i) at any time since January 1, 1997 any notice or
written communication from any Governmental Body regarding any actual or
possible violation of, or failure to comply with, any Legal Requirement or (ii)
prior to January 1, 1997 any such notice or communication that remains pending.
To the knowledge of Real Media, no investigation or review of Real Media by any
Governmental Body is pending or threatened.

3.10. GOVERNMENTAL AUTHORIZATIONS. Real Media holds the Governmental
Authorizations necessary to enable Real Media to conduct its business in the
manner in which such business is currently being conducted and in compliance
with applicable Legal Requirements, except where the failure to hold such
Governmental Authorizations will not have a Material Adverse Effect on Real
Media. Such Governmental Authorizations are valid and in full force and effect.
Real Media is in compliance with the terms and requirements of such Governmental
Authorizations except where the failure to be in compliance will not have a
Material Adverse Effect on Real Media. Real Media has not received (i) at any
time since January 1, 1997 any written notice or other written communication
from any Governmental Body regarding (a) any actual or possible violation of or
failure to comply with any term or requirement of any material Governmental
Authorization or (b) any actual or possible revocation, withdrawal, suspension,
cancellation, termination or modification of any material Governmental
Authorization or (ii) prior to January 1, 1997 any such notice or communication
that remains pending.

3.11. TAX RETURNS. Real Media has timely filed or caused to be filed
all Tax Returns required to be filed, or, requests for extensions to file such
Tax Returns have been filed, granted and have not expired, except to the extent
that such failures to file or to have extensions granted that remain in effect
would not have a Material Adverse Effect on Real Media. All such Tax Returns are
complete and accurate in all material respects, except to the extent that such
failures to be complete or accurate would not have a Material Adverse Effect on
Real Media. Real Media has paid all Taxes shown as due on such Tax Returns, and
the Real Media Financial Statements fully accrue Real Media's liabilities for
Taxes with respect to all periods in accordance with GAAP. No deficiencies for
any Tax have been proposed in writing, asserted or

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<PAGE> 20

assessed, in each case by any Governmental Authority, against Real Media for
which there are not adequate reserves, except for deficiencies that would not
have a Material Adverse Effect on Real Media. There are no examinations or
audits of any Real Media Tax Return currently underway.

3.12. EMPLOYEE BENEFIT PLANS.

(a) Section 3.10 of the Real Media Disclosure Schedule sets forth a
true and complete list of each material defined compensation, incentive
compensation, stock purchase, stock option, stock bonus, profit sharing and
other equity compensation plan, program, agreement or arrangement; and each
material employment, termination or severance plan, agreement or arrangement; in
each case that is sponsored, maintained or contributed to or required to be
contributed to by Real Media or any ERISA Affiliate of Real Media, that together
with Real Media would be deemed a "single employer" within the meaning of
Section 4001(b) of ERISA, or to which Real Media or any of Real Media's ERISA
Affiliate, is a party, whether written or oral, for the benefit of any employee
or former employee of Real Media and whether or not subject to ERISA.

(b) Each Real Media Plan has been administered and operated in
compliance with its terms and applicable law in all material respects.

(c) There are no liabilities of Real Media or any of Real Media's
ERISA Affiliates with respect to any Plan, other than (i) liabilities disclosed
or provided for in the Real Media Financial Statements and (ii) liabilities none
of which would have a Material Adverse Effect on Real Media.

3.13. INSURANCE. Since December 31, 1997, Real Media has not received
any written notice or other written communication regarding any actual or
possible (a) cancellation or invalidation of any insurance policy, (b) refusal
of any coverage or rejection of any material claim under any insurance policy or
(c) material adjustment in the amount of the premiums payable with respect to
any insurance policy. There is no pending material claim (including any workers'
compensation claim) under or based upon any insurance policy of Real Media. Each
insurance policy of Real Media is in full force and effect.

3.14. RELATED PARTY TRANSACTIONS. No Related Party has any direct or
indirect interest in any material asset used in or otherwise relating to the
business of Real Media. No Related Party has any direct or indirect financial
interest in any Real Media Contract, transaction or business dealing involving
Real Media. No Related Party is competing directly or indirectly with Real
Media. No Related Party has any claim or right against Real Media (other than
rights to receive compensation for services performed as an employee of Real
Media). (For purposes of this Section 3.14 each of the following shall be deemed
to be a "Related Party": (i) each individual who is an officer of Real Media;
(ii) each member of the immediate family of each of the individuals referred to
in clause "(i)" above; and (iii) any trust or other Entity (other than Real
Media) in which any one of the individuals referred to in clauses "(i)" and
"(ii)" above

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<PAGE> 21

holds (or in which more than one of such individuals collectively hold),
beneficially or otherwise, a material voting proprietary or equity interest.

3.15. LEGAL PROCEEDINGS; ORDERS.

(a) Except as set forth in Section 3.15 of the Real Media Disclosure
Schedule, there is no pending Legal Proceeding and (to the knowledge of Real
Media) no Person has overtly threatened to commence any Legal Proceeding: (i)
that involves Real Media or any of the assets owned or used by Real Media which,
if adversely determined, would have a Material Adverse Effect on Real Media; or
(ii) that challenges any of the transactions contemplated by this Agreement.

(b) There is no order, writ, injunction, judgment or decree to which
Real Media or any assets owned or used by Real Media is subject.

3.16. AUTHORITY; BINDING NATURE OF AGREEMENT. Real Media has all
necessary corporate right, power and authority to enter into and perform its
obligations under this Agreement. This Agreement has been duly executed and
delivered by Real Media and constitutes the legal, valid and binding obligation
of Real Media, enforceable against Real Media in accordance with its terms,
subject to (i) laws of general application relating to bankruptcy, insolvency
and the relief of debtors, and (ii) rules of law governing specific performance,
injunctive relief and other equitable remedies.

3.17. NON-CONTRAVENTION; CONSENTS. Neither (1) the execution, delivery
or performance of this Agreement, nor (2) the consummation of the transactions
contemplated by this Agreement, will directly or indirectly (with or without
notice or lapse of time):

(a) contravene, conflict with or result in a violation of any of the
provisions of the certificate of incorporation or bylaws of Real Media;

(b) contravene, conflict with or result in a violation of, any Legal
Requirement or any order, writ, injunction, judgment or decree to which or any
material assets owned or used by Real Media is subject;

(c) contravene, conflict with or result in a violation of any of the
terms or requirements of any material Governmental Authorization that is held by
Real Media or that otherwise relates to the business of Real Media or to any
material assets owned or used by Real Media; or

(d) contravene, conflict with or result in a violation or breach of,
or result in a default under, or result in the creation of any lien with respect
to Real Media's assets pursuant to, or require the giving of notice under, any
provision of any Real Media Contract, except for any such violations, liens,
breaches or defaults, or failures to give notice that will not have a Material
Adverse Effect on Real Media.

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Real Media is not required to make any filing with or give any notice to, or to
obtain any Consent from, any Person in connection with (x) the execution,
delivery or performance of this Agreement or (y) the consummation of the
transactions contemplated by this Agreement, except where the failure to take
such actions will not have a Material Adverse Effect on Real Media.

3.18. FINANCIAL ADVISOR. Except as set forth in Section 3.18 of the
Real Media Disclosure Schedule, no broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in connection
with the transactions contemplated by this Agreement.

3.19. EMPLOYEES. Section 3.19 of the Real Media Disclosure Schedule
contains an accurate list of: (i) all written agreements providing for a term of
employment of six months or more between Real Media and any current or retired
employee; and (ii) all collective bargaining agreements to which Real Media is a
party. No strike or labor dispute involving Real Media and a group of its
employees has occurred during the last three years or, to the knowledge of Real
Media, is threatened. Real Media has complied in all material respects with
applicable wage and hour, equal employment, safety and other legal requirements
relating to its employees, except where the failure to comply will not have a
Material Adverse Effect on Real Media.

SECTION 4. CERTAIN COVENANTS AND AGREEMENTS

4.1. RMSA OPTIONS. PubliGroupe and Real Media (and RM Europe as
required) grant to each other the following options with respect to the RMSA
Interest:

(a) THE PURCHASE ELECTION. At any time prior to January 1, 2002,
Real Media shall have the right, exercisable by notice given to PubliGroupe at
any time, to elect to purchase from PubliGroupe all, but not less than all, of
the RMSA Interest. If such notice (the "Purchase Election") is given, it shall
constitute an agreement by PubliGroupe to sell, and Real Media to purchase, all
of the RMSA Interest on a date selected by Real Media which is no more than ten
(10) business days following the establishment of the purchase price for the
RMSA Interest.

(b) THE SALE ELECTION. At any time prior to January 1, 2002,
PubliGroupe shall have the right to elect, by notice to Real Media, to sell to
Real Media all, but not less than all, of the RMSA Interest. If such notice (the
"Sale Election") is given, it shall constitute an agreement by PubliGroupe to
sell, and Real Media to purchase, all of the RMSA Interest on a date selected by
Real Media which is no more than ten (10) business days following the
establishment of the purchase price for the RMSA Interest.

(c) PURCHASE PRICE; CLOSING. The purchase price for the RMSA
Interest shall be the Fair Market Value thereof on the date the Sale Election or
Purchase Election is made by Real Media or PubliGroupe, as the case may be. The
closing for any purchase pursuant to the exercise of the Purchase Election or
the Sale Election shall take place at Real Media's principal executive offices.
At the closing (i) PubliGroupe shall deliver good title to certificates
representing the RMSA Interest, free and clear of all liens, claims or
encumbrances, duly endorsed in blank for transfer or with duly executed stock
powers attached, (ii) PubliGroupe and

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Real Media shall reaffirm to each other the representations and warranties
contained in Section 2 and Section 3 hereof, respectively, with respect to
itself and RMSA (in the case of PubliGroupe) as of the date of closing, and
(iii) Real Media shall pay the purchase price in immediately available funds,
or, at the election of Real Media all or any part of the purchase price may be
paid by delivery of certificates representing Real Media Common Stock. For
purposes of calculating the number of shares of Real Media Common Stock to be
delivered, the per share value of Real Media Common Stock shall be (i) the
average of the Closing Market Prices per share for such Stock for the sixty (60)
trading days ended on the second business day preceding the closing for the
payment of the purchase price, or (ii) if Real Media Common Stock is not then
publicly traded, the parties shall establish the fair market value per share for
the Real Media Common Stock by using the same mechanism for determining the fair
market value of the RMSA Interest. The PubliGroupe designees to the Real Media
Board of Directors shall not participate in any vote of the Real Media Board
with respect to the matters set forth in this Section 4.1, including without
limitation approval of the final purchase price or the manner of payment thereof
(in cash or Real Media Common Stock).

4.2. ACCESS TO RECORDS AND PROPERTIES.

(a) From and after the date hereof until the Closing or the
earlier termination of this Agreement pursuant to Section 6.1 hereof (the
"Executory Period"), PubliGroupe and RM Europe shall afford( subject to any
applicable laws relating to the maintenance of confidentiality or the
preservation of privacy of data and information): (i) to the officers,
independent certified public accountants, legal counsel and other
representatives of Real Media, free and full access at all reasonable times and
upon reasonable prior notice to all of its properties, books and records
(including tax returns filed and those in preparation), in order that Real Media
and such other persons may have full opportunity to make such investigations as
they shall reasonably desire to make of the business and affairs of the Acquired
Corporations; and (ii) to the independent certified public accountants of Real
Media, free and full access at all reasonable times and upon reasonable prior
notice to the work papers of the independent certified public accountants for
the Acquired Corporations. Additionally, PubliGroupe and RM Europe will permit
Real Media, its officers, directors, auditors, legal counsel and other
representatives to make such reasonable inspections of it and its operations
during normal business hours as Real Media may reasonably require and
PubliGroupe and RM Europe will cause its officers and the officers of the
Acquired Corporations to furnish to Real Media and such other persons, such
additional financial and operating data and other information as to its business
and properties as Real Media or such other persons shall from time to time
reasonably request. No investigation pursuant to this Section 4.2(a), or made
prior to the date hereof, shall affect or otherwise diminish or obviate in any
respect any of the representations and warranties of PubliGroupe and RM Europe.

(b) During the Executory Period, Real Media shall afford( subject
to any applicable laws relating to the maintenance of confidentiality or the
preservation of privacy of data and information): (i) to the officers,
independent certified public accountants, legal counsel and other
representatives of PubliGroupe, free and full access at all reasonable times and
upon reasonable prior notice to all of its properties, books and records
(including tax returns filed and

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those in preparation), in order that PubliGroupe and such other persons may have
full opportunity to make such investigations as they shall reasonably desire to
make of the business and affairs of Real Media; and (ii) to the independent
certified public accountants of PubliGroupe, free and full access at all
reasonable times and upon reasonable prior notice to the work papers of the
independent certified public accountants for Real Media. Additionally, Real
Media will permit PubliGroupe, its officers, directors, auditors, legal counsel
and other representatives to make such reasonable inspections of it and its
operations during normal business hours as PubliGroupe may reasonably require
and Real Media will cause its officers to furnish to PubliGroupe and such other
persons, such additional financial and operating data and other information as
to its business and properties as PubliGroupe or such other persons shall from
time to time reasonably request. No investigation pursuant to this Section
4.2(b), or made prior to the date hereof, shall affect or otherwise diminish or
obviate in any respect any of the representations and warranties of Real Media.

4.3. OPERATION OF BUSINESS.

(a) During the Executory Period, PubliGroupe shall (i) cause the
Acquired Corporations to operate its respective businesses as now operated and
only in the normal and ordinary course and, consistent with such operation, (ii)
use its best efforts to preserve intact their respective business organizations,
(iii) keep available the services of their respective officers and employees and
(iv) maintain satisfactory relationships with their respective customers and
other persons having business dealings with each of them. Without limiting the
generality of the foregoing, during the Executory Period PubliGroupe shall cause
the Acquired Corporations to not, without the prior written consent of Real
Media, (i) take any action that would result in any of the representations and
warranties of PubliGroupe and RM Europe herein becoming untrue, (ii) issue or
agree to issue any shares of their respective capital stock or securities,
rights, options or warrants convertible into or exercisable or exchangeable for
shares of their respective capital stock (other than shares of capital stock
issuable upon exercise or conversion of outstanding rights and options in
accordance with the present terms thereof) or (iii) take or cause to occur any
of the actions or transactions described in Section 2.5 hereof.

(b) During the Executory Period, Real Media shall (i) operate its
business as now operated and only in the normal and ordinary course and,
consistent with such operation, (ii) use its best efforts to preserve intact its
business organization, (iii) keep available the services of its officers and
employees and (iv) maintain satisfactory relationships with their respective
customers and other persons having business dealings with it. Without limiting
the generality of the foregoing, during the Executory Period, Real Media shall
not, without the prior written consent of PubliGroupe, (i) take any action that
would result in any of the representations and warranties of Real Media herein
becoming untrue, (ii) issue or agree to issue any shares of its capital stock or
securities, rights, options or warrants convertible into or exercisable or
exchangeable for shares of its capital stock (other than shares of capital stock
issuable upon exercise or conversion of outstanding rights and options in
accordance with the present terms thereof) or (iii) take or cause to occur any
of the actions or transactions described in Section 3.5 hereof.

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4.4. ADVICE OF CHANGES. The parties shall confer on a regular and
frequent basis with each other, report on operational matters and promptly
advise each other orally and in writing of any change, event or circumstance
having, or which, insofar as can reasonably be foreseen, could have, a Material
Adverse Effect on such party.

4.5. EFFORTS TO CONSUMMATE. Subject to the terms and conditions herein
provided, the parties shall use their best efforts to do or cause to be done all
such acts and things as may be necessary, proper or advisable, consistent with
all applicable laws and regulations, to consummate and make effective the
transactions contemplated hereby and to satisfy or cause to be satisfied all
conditions precedent that are set forth in Section 5 hereof as soon as
reasonably practicable. The parties also acknowledge that they have entered into
this Agreement in contemplation of an initial public offering by Real Media of
its Common Stock (the "IPO"). Accordingly, the parties agree to cooperate with
each other and to use their best efforts to do or cause to be done all such acts
and things as may be necessary, proper or advisable, consistent with all
applicable laws and regulations, to consummate and make effective the IPO.

4.6. ADDITIONAL AGREEMENTS. Each party to this Agreement (i) shall make
all filings (if any) and give all notices (if any) required to be made and given
by such party in connection with the transactions contemplated by this
Agreement, and (ii) shall use reasonable efforts to obtain each Consent (if any)
required to be obtained (pursuant to any applicable Legal Requirement or
Contract, or otherwise) by such party in connection with the transactions
contemplated by this Agreement. Each party shall promptly deliver to the other
party a copy of each such filing made, each such notice given and each such
Consent obtained.

4.7. DISCLOSURE.

(a) PubliGroupe and the Acquired Corporations shall not, and shall
not permit any of their Representatives to, issue any press release or otherwise
publicly disseminate any document or other written material relating to the
transactions contemplated by this Agreement unless (i) Real Media shall have
approved such press release or written material (it being understood that Real
Media shall not unreasonably withhold its approval of any such press release or
written material), or (ii) PubliGroupe or the Acquired Corporations shall have
been advised by outside legal counsel that the issuance of such press release or
the dissemination of such written material is required or advisable by any
applicable law or regulation, and PubliGroupe shall have consulted with Real
Media prior to issuing such press release or disseminating such written
material. PubliGroupe and the Acquired Corporations shall use reasonable efforts
to ensure that none of their Representatives make any public statement that is
materially inconsistent with any press release issued or any written material
publicly disseminated by Real Media with respect to the transactions
contemplated by this Agreement.

(b) Real Media shall not, and shall not permit any of its
Representatives to, issue any press release or otherwise publicly disseminate
any document or other written material relating to the transactions contemplated
by this Agreement unless (i) PubliGroupe shall have approved such press release
or written material (it being understood that PubliGroupe shall not unreasonably
withhold its approval of any such press release or written material), or (ii)
Real

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Media shall have been advised by outside legal counsel that the issuance of such
press release or the dissemination of such written material is required or
advisable by any applicable law or regulation, and Real Media shall have
consulted with PubliGroupe prior to issuing such press release or disseminating
such written material. Real Media shall use reasonable efforts to ensure that
none of its Representatives makes any public statement that is materially
inconsistent with any press release issued or any written material publicly
disseminated by PubliGroupe with respect to the transactions contemplated by
this Agreement.

4.8. SURVIVAL; INDEMNIFICATION. The representations and warranties made
in this Agreement shall survive the closing of the transactions contemplated
hereby for two years (other than with respect to Taxes, which shall survive
until the expiration of the thirty (30) day period following the expiration of
the applicable statute of limitations), and statements made in schedules
delivered hereunder shall be deemed to be representations and warranties made
hereunder. Each representing party shall indemnify, defend and hold harmless the
party to whom the representations were made (the "Recipient") and their
directors, officers, employees and Representatives against any and all claims,
damages, losses, costs or expenses (including attorneys' fees) suffered by the
Recipient due to, based upon or otherwise in respect of (i) any inaccuracy in,
or breach of, any representation made to the Recipient in this Agreement or any
schedule delivered hereunder and (ii) any breach of any covenant made by the
other party. If any claim is brought by a third party in respect of which
indemnification may be sought hereunder, then the indemnified party may not
settle such claim without the prior written consent of the indemnifying party.
PubliGroupe shall have no right of contribution from any Acquired Corporation
for any claim made by Real Media against PubliGroupe under this Section or
otherwise under this Agreement after the Closing Date. Upon the receipt by
PubliGroupe of all of the shares of Real Media Common Stock to which it is
entitled under Section 1 hereof, PubliGroupe hereby agrees that the Acquired
Corporations shall be irrevocably released and discharged of and from all
claims, liabilities, obligations and causes of action whatsoever (other than the
obligations of any Acquired Corporation (i) for the inter-company debt, if any,
referred to in the last sentence of Section 4.10 hereof and (ii) under any
contract or agreement with PubliGroupe listed on Schedule 2.8 of the PubliGroupe
Disclosure Schedule which is identified as surviving the Closing or under any
Exhibit attached hereto which PubliGroupe has or may have against any Acquired
Corporation for any matter arising at any time on or before the Closing Date.

4.9. TAX MATTERS.

(a) TERMINATION OF TAX SHARING AGREEMENT. Except as otherwise
provided in this Section 4.9, all Tax sharing agreements, arrangements, policies
and guidelines, formal or informal, express or implied, that may exist between
the Acquired Corporations and PubliGroupe or its affiliates ("Tax Sharing
Arrangements") and all obligations thereunder shall terminate as of the Closing
Date and no Acquired Corporation shall have any liability thereunder for any and
all amounts due in respect of periods prior to Closing Date.

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(b) CERTAIN PUBLIGROUPE TAX RETURNS. Each Acquired Corporation
shall continue to be included for all taxable periods ending on or before the
Closing Date in any tax returns filed with PubliGroupe or any of its affiliates
(other than the Acquired Corporations) on a consolidated, combined or similar
basis (all such Tax Returns including taxable periods of the Acquired
Corporations ending on or before the Closing Date are hereinafter referred to as
"Pre-Closing Consolidated Returns"). PubliGroupe shall timely prepare and file
(or cause to be prepared and filed) all Pre-Closing Consolidated Returns. All
Pre-Closing Consolidated Returns shall be prepared in a manner consistent with
prior practice. PubliGroupe shall timely pay (or cause to be paid) all Taxes
required to be paid with such Pre-Closing Consolidated Returns.

(c) TAX COOPERATION. After the Closing Date, PubliGroupe shall
submit to Real Media blank Tax Return workpaper packages reasonably necessary
for PubliGroupe to prepare any Pre-Closing Consolidated Returns. Real Media
shall cause the Acquired Corporations to prepare completely and accurately in
all material respects all information that PubliGroupe shall reasonably request
in such workpaper packages and shall submit to PubliGroupe such packages within
the later of 90 days after Real Media's receipt thereof or 90 days after the
close of the taxable period to which a workpaper package relates. Each party
shall cooperate with the other in connection with any tax investigation, audit
or other preceding. Following the Closing, Real Media and PubliGroupe and their
subsidiaries shall preserve all information, returns, books, record and
documents relating to any liabilities for Taxes with respect to a taxable period
until the later of the expiration of all applicable statutes of limitation and
extensions thereof, or the conclusion of all litigation with respect to Taxes
for such period.

(d) INDEMNIFICATION. After the Closing Date, PubliGroupe shall
indemnify and hold harmless Real Media from and against any Tax liability with
respect to (i) any Pre-Closing Consolidated Return or Tax Sharing Arrangements;
(ii) the Acquired Corporations attributable to or apportioned to any period on
or before the Closing Date; (iii) any Tax liability of the Acquired Corporations
attributable to the acquisition by RM Europe of the Subsidiaries or the transfer
by PubliGroupe of RM Europe, RM Hong Kong or RM Singapore to Real Media pursuant
hereto; and (iv) any breach of Section 2.11 hereof. PubliGroupe shall pay such
amounts as it is obligated to pay to Real Media under the preceding sentence
within 30 days after payment of any applicable Tax liability by Real Media or
the applicable Acquired Corporation and to the extent not paid by PubliGroupe
within such 30-day period shall thereafter include interest thereon at the prime
rate.

4.10. FUNDING OF CUMULATIVE LOSSES; FORGIVENESS OF INTERCOMPANY LOANS.
All intercompany loans by PubliGroupe to each of the Acquired Corporations
outstanding on December 31, 1999 shall be forgiven and extinguished. PubliGroupe
will fund the cumulative deficit of each Acquired Corporation from inception
through December 31, 1999 with such forgiveness of all outstanding intercompany
loans and with equity capital contributions so that each Acquired Corporation
has a positive net worth as of December 31, 1999, as determined in accordance
with GAAP. PubliGroupe shall also fund the negative cash balance, if any, of
each Acquired Corporation as of December 31,1999 with equity capital
contributions. Within thirty (30) days after completion of the audit of RM
Europe for the year ended December 31, 1999,

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PubliGroupe shall pay RM Europe or Real Media any amounts which have not been
funded by PubliGroupe in accordance with this Section 4.10. Any intercompany
loan made by PubliGroupe to an Acquired Corporation on or after January 1, 2000
through the date of Closing to finance current year operations shall remain
outstanding and shall be repaid by RM Europe or Real Media within thirty (30)
days after completion of the audit of RM Europe for the year ended December 31,
1999.

SECTION 5. CERTAIN CONDITIONS

5.1. CONDITIONS TO EACH PARTY'S OBLIGATIONS. The obligations of the
parties to effect the transactions contemplated by this Agreement are subject to
the satisfaction, at or prior to the Closing, of the following conditions:

(a) AGREEMENTS. The Agreements referred to in Section 1.4(a)
hereof shall have been executed and delivered by the parties thereto in
substantially the forms attached hereto as Exhibits B through G, respectively.

(b) APPROVALS. All Governmental Authorizations and corporate
approvals required in connection with the transactions contemplated hereby shall
have been obtained and shall be in full force and effect. No temporary
restraining order, preliminary or permanent injunction or other order preventing
the consummation of the transactions contemplated hereby shall have been issued
by any court of competent jurisdiction and remain in effect, and there shall not
be any applicable law that makes consummation of this Agreement illegal.

5.2. CONDITIONS TO OBLIGATIONS OF REAL MEDIA. The obligations of Real
Media to perform this Agreement are subject to the satisfaction of the following
conditions unless waived (to the extent such conditions can be waived) by Real
Media:

(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the PubliGroupe and RM Europe set forth in Section 2 hereof shall
in each case be true and correct in all material respects (except for any
representation or warranty that by its terms is qualified by materiality, in
which case it shall be true and correct in all respects) as of the date of this
Agreement and as of the Closing Date as though made at and as of such dates,
respectively, and the Buyers shall have received a certificate signed by an
executive officer of PubliGroupe to that effect.

(b) PERFORMANCE OF OBLIGATIONS OF PUBLIGROUPE AND THE ACQUIRED
CORPORATIONS. Each of PubliGroupe and the Acquired Corporations shall have
performed in all material respects the obligations required to be performed by
it under this Agreement prior to or as of the Closing Date, and Real Media shall
have received a certificate signed by an executive officer of PubliGroupe to
that effect.

(c) OPINIONS OF COUNSEL. Real Media shall have received the
satisfactory opinion dated the Closing Date of legal counsel to PubliGroupe and
the Acquired Corporations, in form attached and substance reasonably
satisfactory to it.

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(d) DUE DILIGENCE. Real Media and its counsel shall be satisfied
in all respects with the results of its business, legal, environmental and
accounting due diligence investigation and review of the Acquired Corporations
which shall be performed by counsel for Real Media, accountants and other
representatives.

(e) REGISTRATION OF RM EUROPE. RM Europe shall be duly registered
as a corporation in Switzerland.

5.3. CONDITIONS TO OBLIGATIONS OF PUBLIGROUPE AND RM EUROPE. The
obligation of PubliGroupe and RM Europe to perform this Agreement are subject to
the satisfaction of the following conditions unless waived (to the extent such
conditions can be waived) by the PubliGroupe and RM Europe:

(a) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Real Media set forth in Section 3 hereof shall be true and correct
in all material respects (except for any representation or warranty that by its
terms is qualified by materiality, in which case it shall be true and correct in
all respects) as of the date of this Agreement, and as the Closing Date as
though made at and as of such date, and PubliGroupe shall have received a
certificate signed by an executive officer of Real Media to that effect.

(b) PERFORMANCE OF OBLIGATIONS OF REAL MEDIA. Real Media shall
have performed in all material respects the obligations required to be performed
by it under this Agreement prior to or as of the Closing Date and PubliGroupe
shall have received a certificate signed by an executive officer of Real Media
to that effect.

(c) OPINION OF COUNSEL TO THE BUYERS. PubliGroupe shall have
received a satisfactory opinion dated the Closing Date of Dechert Price &
Rhoads, in the attached and substance reasonably satisfactory to it.

SECTION 6. TERMINATION

6.1. TERMINATION. This Agreement may be terminated notwithstanding the
approval by Real Media and PubliGroupe of this Agreement, at any time prior to
the Closing, by:

(a) the mutual consent of Real Media and PubliGroupe; or

(b) Real Media or PubliGroupe, if the conditions set forth in
Section 5.1 hereof shall not have been met by March 31, 2000, except if such
conditions have not been met solely as a result of the action or inaction of the
party seeking to terminate; or

(c) Real Media if the conditions set forth in Section 5.2 hereof
shall not have been met, and PubliGroupe if the conditions set forth in Section
5.3 hereof shall not have been met, in either case, by March 31, 2000, except if
such conditions have not been met solely as a result of the action or inaction
of the party seeking to terminate.

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Any termination pursuant to this Section 6.1 (other than a termination pursuant
to Section 6.1(a) hereof) shall be effected by written notice from the party so
terminating to the other parties hereto.

6.2. EFFECT OF TERMINATION.

In the event of the termination of this Agreement as provided in
Section 6.1, this Agreement shall be of no further force or effect; provided,
however, that the liability of any party for any breach by such party of the
representations, warranties, covenants or agreements of such party set forth in
this Agreement occurring prior to the termination of this Agreement shall
survive the termination of this Agreement.

SECTION 7. CERTAIN DEFINITIONS

7.1. DEFINITIONS. For purposes of this Agreement, the following defined
terms have the meanings set forth below:

"Acquired Corporation Contract" shall mean any Contract that is
material to any of the Acquired Corporations, to the business or operations of
any of the Acquired Corporations or to any of the transactions contemplated by
the Agreement: (a) to which any of the Acquired Corporations is a party,
including, without limitation, existing agreements with Real Media; or (b) by
which any of the Acquired Corporations or any asset of any of the Acquired
Corporations is bound or under which any of the Acquired Corporations has any
obligation, except for agreements for the license to an Acquired Corporation of
software generally available to the public.
"Acquired Corporation Proprietary Asset" shall mean any material
Proprietary Asset owned by or exclusively licensed to any of the Acquired
Corporations, except for agreements for the license to an Acquired Corporation
by Real Media or of software generally available to the public. As used herein,
"exclusively licensed" means exclusively licensed for commercial use subject to
certain retentions, exceptions and license-backs.

"Closing Market Price" shall mean the last reported sales price of the
Real Media Common Stock on the NASDAQ National Market System, or if such
securities are not included in such system, then the highest closing bid
quotation in the over-the-counter market.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Consent" shall mean any approval, consent, ratification, permission,
waiver or authorization (including any Governmental Authorization).

"Contract" shall mean any written, oral or other agreement, contract,
subcontract, lease, understanding, instrument, note, option, warranty, purchase
order, license, sublicense, insurance policy, benefit plan or legally binding
commitment or undertaking of any nature.

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"Encumbrance" shall mean any lien, pledge, hypothecation, charge,
mortgage, security interest or encumbrance.

"Entity" shall mean any corporation (including any non-profit
corporation), general partnership, limited partnership, limited liability
partnership, joint venture, estate, trust, company (including any limited
liability company or joint stock company), firm or other enterprise,
association, organization or entity.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

"ERISA Affiliate" shall mean, with respect to any Entity, (i) any
corporation included with such Entity in a controlled group of corporations
within the meaning of Section 414(b) of the Code; (ii) any trade or business
(whether or not incorporated) which is under common control with such Entity
within the meaning of Section 414(c) of the Code; (iii) any member of an
affiliate service group of which such Entity is a member within the meaning of
Section 414(m) of the Code; or (iv) any other person or entity treated as an
affiliate of such Entity under Section 414(o) of the Code.

"Fair Market Value" of the RMSA Interest or any portion thereof shall
be determined as follows. Upon notice delivered by Real Media or PubliGroupe
exercising the Purchase Election or Sale Election, as the case may be, Real
Media and PubliGroupe shall commence good faith negotiations to agree upon the
Fair Market Value. If within 30 days of the delivery of such notice Real Media
and PubliGroupe shall not have agreed upon the Fair Market Value, then Real
Media and PubliGroupe may jointly agree to continue their negotiations. Failing
such agreement, Real Media and PubliGroupe shall each promptly retain an
investment bank of recognized international standing (a "Bank"). The fees and
expenses of each Bank shall be paid by the party who retained such Bank. Each
Bank shall be instructed to render an estimation of the Fair Market Value within
30 days of its engagement, and the Fair Market Value shall be determined by
calculating the mean of the Banks' estimates of the Fair Market Value. If,
however, the higher of such estimations is greater than 120% of the lower of
such estimations, then the Banks shall promptly nominate a third Bank (the
"Third Bank"). Real Media and PubliGroupe shall jointly appoint the Third Bank,
and the Fair Market Value shall be determined by calculating the mean of the
Third Bank's estimation of the Fair Market Value and whichever Bank's estimation
of the Fair Market Value is closer in value to the estimation of the Third Bank.
The fees and expenses of the Third Bank shall be paid by (i) Real Media, if the
Third Bank's estimation of Fair Market Value is closer to the estimation
provided by the Bank retained by PubliGroupe than to the estimation provided by
the Bank retained by Real Media, or (ii) PubliGroupe, if the Third Bank's
determination of Fair Market Value is closer to the estimation provided by the
Bank retained by Real Media than to the estimation provided by the Bank retained
by PubliGroupe. The Third Bank shall render its estimation of the Fair Market
Value within thirty days of its engagement. Any determination of Fair Market
Value hereunder shall be final and binding upon the parties hereto. The Banks
and the Third Bank shall calculate the Fair Market Value of the RMSA Interest or
any portion thereof without giving any consideration to minority status or the
lack of liquidity thereof.

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"Governmental Authorization" shall mean any: permit, license,
certificate, franchise, permission, clearance, registration, qualification or
authorization issued, granted, given or otherwise made available by or under the
authority of any Governmental Body or pursuant to any Legal Requirement.

"Governmental Body" shall mean any: (a) nation, state, commonwealth,
canton, province, territory, county, municipality, district or other
jurisdiction of any nature; (b) federal, state, local, municipal, foreign or
other government; or (c) governmental or quasi-governmental authority of any
nature (including any governmental division, department, agency, commission,
instrumentality, official, organization, unit, body or Entity and any court or
other tribunal).

"Legal Proceeding" shall mean any action, suit, litigation,
arbitration, proceeding or hearing conducted or heard by or before, or otherwise
involving, any court or other Governmental Body or any arbitrator or arbitration
panel.

"Legal Requirement" shall mean any federal, state, local, municipal,
foreign or other law, statute, constitution, ordinance, code, rule or
regulation, issued, enacted, adopted, promulgated, implemented or otherwise put
into effect by or under the authority of any Governmental Body.

"Material Adverse Effect" shall mean any event, violation, inaccuracy,
circumstance or other matter will be deemed to have a "Material Adverse Effect"
on the Acquired Corporations if such event, violation, inaccuracy, circumstance
or other matter would have a material adverse effect on the business, condition,
assets, liabilities, operations or financial performance of the Acquired
Corporations taken as a whole. An event, violation, inaccuracy, circumstance or
other matter will be deemed to constitute a "Material Adverse Effect" on Real
Media if such event, violation, inaccuracy, circumstance or other matter would
have a material adverse effect on the business, condition, assets, liabilities,
operations or financial performance of Real Media and its subsidiaries taken as
a whole.

"Person" shall mean any individual, Entity or Governmental Body.

"Proprietary Asset" shall mean any: (a) patent, patent application,
trademark (whether registered or unregistered), trademark application, trade
name, fictitious business name, service mark (whether registered or
unregistered), service mark application, copyright (whether registered or
unregistered), copyright application, maskwork, maskwork application, trade
secret, know-how, computer software, computer program, source code, algorithm,
invention, proprietary product, technology, proprietary right or other
intellectual property right or intangible asset; or (b) right to use or exploit
any of the foregoing.

"PubliGroupe Plan" shall mean each material defined compensation,
incentive compensation, stock purchase, stock option and other equity
compensation plan, program, agreement or arrangement; each material severance or
termination pay, medical, surgical, hospitalization, life insurance and other
welfare benefit plan, fund or similar program; each material profit-sharing,
stock bonus or other pension plan, fund or similar program; each material
employment, termination or severance agreement; and each other material employee
benefit

28
<PAGE> 33
plan, fund, program, agreement or arrangement, in each case that is sponsored,
maintained or contributed to or required to be contributed to by any Acquired
Corporation, or to which any Acquired Corporation is a party, whether written or
oral, for the benefit of any employee or former employee of the Acquired
Corporation.

"Real Media Contract" shall mean any Contract that is material to Real
Media, to the business or operations of Real Media or to any of the transactions
contemplated by this Agreement: (a) to which Real Media is a party; or (b) by
which Real Media or any of its assets are bound or under which Real Media has
any obligation, except for agreements for the license to Real Media of software
generally available to the public.

"Real Media Plan" means each material defined compensation, incentive
compensation, stock purchase, stock option and other equity compensation plan,
program, agreement or arrangement; each material severance or termination pay,
medical, surgical, hospitalization, life insurance and other "welfare" plan,
fund or program (within the meaning of Section 3(1) of ERISA); each material
profit-sharing, stock bonus or other "pension" plan, fund or program (within the
meaning of Section 3(2) of ERISA); each material employment, termination or
severance agreement; and each other material employee benefit plan, fund,
program, agreement or arrangement, in each case that is sponsored, maintained or
contributed to or required to be contributed to by Real Media or any ERISA
Affiliate of Real Media, that together with Real Media would be deemed a "single
employer" within the meaning of Section 4001(b) of ERISA, or to which Real Media
or any of Real Media's ERISA Affiliate, is a party, whether written or oral, for
the benefit of any employee or former employee of Real Media and whether or not
subject to ERISA.

"Real Media Proprietary Asset" shall mean any material Proprietary
Asset owned by or exclusively licensed to Parent or its subsidiaries except for
agreements for the license to Parent or its subsidiaries of software generally
available to the public. As used herein, "exclusively licensed" means
exclusively licensed for commercial use subject to certain retentions,
exceptions and license-backs.

"Representatives" shall mean officers, directors, employees, agents,
attorneys, accountants, advisors and representatives.

"SEC" shall mean the United States Securities and Exchange Commission.

"Tax" shall mean any tax (including any income tax, franchise tax,
capital gains tax, gross receipts tax, value-added tax, surtax, excise tax, ad
valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business
tax, withholding tax or payroll tax), levy, assessment or other similar charge
together with any interest fines or penalties thereon, imposed, assessed or
collected by or under the authority of any Governmental Body.

"Tax Return" shall mean any return, declaration, report or similar
statement (including any information return) filed with or submitted to, or
required to be filed with or submitted to, any Governmental Body in connection
with the determination, assessment, collection or payment

29
<PAGE> 34

of any Tax or in connection with the administration, implementation or
enforcement of or compliance with any Legal Requirement relating to any Tax.

SECTION 8. MISCELLANEOUS PROVISIONS

8.1. AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.

8.2. WAIVER.

(a) No failure on the part of any party to exercise any power,
right, privilege or remedy under this Agreement, and no delay on the part of any
party in exercising any power, right, privilege or remedy under this Agreement,
shall operate as a waiver of such power, right, privilege or remedy; and no
single or partial exercise of any such power, right, privilege or remedy shall
preclude any other or further exercise thereof or of any other power, right,
privilege or remedy.

(b) No party shall be deemed to have waived any claim arising out
of this Agreement, or any power, right, privilege or remedy under this
Agreement, unless the waiver of such claim, power, right, privilege or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of such party; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.

8.3. ENTIRE AGREEMENT; COUNTERPARTS; APPLICABLE LAW. This Agreement and
the other agreements referred to herein constitute the entire agreement and
supersede all prior agreements and understandings, both written and oral, among
or between any of the parties with respect to the subject matter hereof and
thereof. This Agreement may be executed in several counterparts, each of which
shall be deemed an original and all of which shall constitute one and the same
instrument, and shall be governed in all respects by the laws of the State of
New York without regard to the conflicts of laws principles thereof.

8.4. ASSIGNABILITY. This Agreement shall be binding upon, and shall be
enforceable by and inure solely to the benefit of, the parties hereto and their
respective permitted successors and assigns; provided, however, that neither
this Agreement nor any of any party's rights or obligations hereunder may be
assigned by any party without the prior written consent of the other parties
hereto, and any attempted assignment of this Agreement or any of such rights or
obligations without such consent shall be void and of no effect. Nothing in this
Agreement is intended to or shall confer upon any Person any third-party rights
under or by reason of this Agreement.

8.5. NOTICES. All notices and other communications pursuant to this
Agreement shall be in writing and shall be deemed given if delivered personally,
telecopied, sent by nationally-recognized, overnight courier or mailed by
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):

30
<PAGE> 35
To Real Media:

Real Media, Inc.
260 Fifth Avenue
New York, NY 10001
Attention: David Morgan
Telephone: (212) 725-4537
Fax: (212) 213-2880

with a copy to:

Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, PA 19103
Attention: Gil Tily, Esq.
Telephone: (215) 994-2224
Fax: (215) 994-2222

To PubliGroupe and RM Europe:

PubliGroupe S.A.
Avenue des Toises 12, CH-1202
Lausanne, Switzerland
Attention: Jean-Denis Briod
Telephone: 41-21-317-7111
Fax: 41-21-317-7555

with a copy to:

Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, NY 10176
Attention: Joseph R. Rackman, Esq.
Telephone: (212) 476-8456
Fax: (212) 697-6686

All such notices and other communications shall be deemed to have been received
(a) in the case of personal delivery, on the date of such delivery, (b) in the
case of a telecopy, when the party receiving such telecopy shall have confirmed
receipt of the communication, (c) in the case of delivery by
nationally-recognized, overnight courier, on the business day following dispatch
and (d) in the case of mailing, on the fifth business day following such
mailing.

8.6. COOPERATION. Each party agrees to cooperate fully with the other
party and to execute and deliver such further documents, certificates,
agreements and instruments and to take

<PAGE> 36
such other actions as may be reasonably requested by the other party to evidence
or reflect the transactions contemplated by this Agreement and to carry out the
intent and purposes of this Agreement.

8.7. TITLES. The titles and captions of the Sections of this Agreement
are included for convenience of reference only and shall have no effect on the
construction or meaning of this Agreement.

<PAGE> 37

In Witness Whereof, the parties have caused this Agreement to be
executed as of the date first above written.

REAL MEDIA, INC.

By: /s/ Christopher Neimeth
------------------------------
Name: Christopher Neimeth
Title: President and CEO

PUBLIGROUPE S.A.

By: /s/ Jean-Jacques Zaugg
------------------------------
Name: Jean-Jacques Zaugg
Title: CEO

By: /s/ Heinz Wagli
------------------------------
Name: Heinz Wagli
Title: CFO

REAL MEDIA EUROPE HOLDING S.A.

By: /s/ Hans Steiner
------------------------------
Name: Hans Steiner
Title: Chairman of the Board

By: /s/ Walter Annasohn
------------------------------
Name: Walter Annasohn
Title: Director

33
<PAGE> 38
EXHIBIT A
PREFERRED STOCK TERMS

<PAGE> 39
EXHIBIT A
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
OF SERIES A CONVERTIBLE PREFERRED STOCK
OF
REAL MEDIA, INC.

REAL MEDIA, Inc., a Delaware corporation (hereinafter called
the "Corporation"), pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, does hereby make this Certificate of
Designation under the corporate seal of the Corporation and does hereby state
and certify that pursuant to the authority expressly vested in the Board of
Directors of the Corporation by the Certificate of Incorporation, the Board of
Directors has duly adopted the following resolutions:

RESOLVED, that, pursuant to Article 4 of the Certificate of
Incorporation, as amended (which authorizes 9,000,000 shares of Preferred Stock,
$.001 par value per share, none of which is presently issued and outstanding),
the Board of Directors hereby fixes the designations and preferences and
relative, participating, optional and other special rights and qualifications,
limitations and restrictions of a series of Preferred Stock consisting of
450,000 shares to be designated Series A Convertible Preferred Stock.

SERIES A CONVERTIBLE PREFERRED STOCK

RESOLVED, that each share of the Series A Convertible
Preferred Stock shall rank equally in all respects and shall be subject to the
following provisions:

1. Designation, Number of Shares

The first series of Preferred Stock shall be designated as the Series A
Convertible Preferred Stock (hereinafter called "Series A Preferred Stock"), and
the number of shares which shall constitute such series shall be 450,000. The
par value of the Series A Preferred Stock shall be $.001 per share.

2. Dividends.

(a) The holders of Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds of the
Corporation legally available therefor, such dividends on each share of Series A
Preferred Stock as may be declared by the Board of Directors.

(b) Each dividend on Series A Preferred Stock when paid shall be
payable to holders of record as they appear on the stock books of the
Corporation on the date established by the Board of Directors of the Corporation
as the record date for the payment of such dividend (which record date shall not
precede the date upon which the resolution fixing such record date is adopted
and which record date shall be not more than sixty days prior to such action).
If no

<PAGE> 40
record date is fixed, the record date for determining holders for such purpose
shall be at the close of business on the date on which the Board of Directors
adopts the resolution relating to such dividend payment.

3. Preference on Liquidation.

(a) In the event that the Corporation shall be liquidated, dissolved or
wound up, whether voluntarily or involuntarily, after all creditors of the
Corporation shall have been paid in full, the holders of the Series A Preferred
Stock shall be entitled to receive, out of the assets of the Corporation legally
available for distribution to its stockholders, whether from capital, surplus or
earnings, before any amount shall be paid to the holders of any shares of Common
Stock, an amount equal to $5.00 in cash per share plus an amount equal to any
dividends accrued and unpaid thereon to the date of final distribution, and no
more. If upon any liquidation, dissolution or winding up of the Corporation, the
net assets of the Corporation shall be insufficient to pay the holders of all
outstanding shares of Series A Preferred Stock the full amounts to which they
respectively shall be entitled, such assets, or the proceeds thereof, shall be
distributed ratably among the holders of the Series A Preferred Stock. Holders
of Series A Preferred Stock shall not be entitled, upon the liquidation,
dissolution or winding up of the Corporation, to receive any amounts with
respect to such stock other than the amounts referred to in this paragraph 3(a).

(b) Neither the purchase nor redemption by the Corporation of shares of
any class of stock in any manner permitted by the Certificate of Incorporation
or any amendment thereof, nor the merger or consolidation of the Corporation
with or into any other corporation or corporations, nor a sale, transfer or
lease of all or substantially all of the Corporation's assets shall be deemed to
be a liquidation, dissolution or winding up of the Corporation for the purposes
of this paragraph 3.

4. Redemption.

The Series A Preferred Stock shall not be redeemable by the Corporation
or the holders thereof.

5. Conversion. The holders of shares of Series A Preferred Stock shall
have conversion rights as follows:

(a) Right to Convert.

(i) Subject to Section 5(a)(ii) hereof, each share of Series A
Preferred Stock shall be convertible, at the option of the holder thereof, at
any time after the earlier to occur of (A) October 1, 2000 or (B) the date of
closing for the External Financing (as defined in the Second Amended and
Restated Stockholders and Voting Agreement dated January __, 2000 by and among
PubliGroupe, S.A., Advance Internet, and certain other stockholders of the
Company, a copy of which is on file with the Secretary of the Corporation), at
the office of the Corporation or any transfer agent for the Series A Preferred
Stock, into one fully paid and

<PAGE> 41
nonassessable share of Common Stock (the "Conversion Rate"). The Conversion Rate
for the Series A Preferred Stock shall be subject to adjustment as set forth in
Section 5(c) hereof.

(ii) Each share of Series A Preferred Stock shall automatically be
converted into fully paid and nonassessable shares of Common Stock at the
Conversion Rate in effect for the Series A Preferred Stock immediately prior to
the closing of the first sale by the Corporation of shares of its Common Stock
in a firmly underwritten public offering registered under the Securities Act of
1933, as amended.

(b) Mechanics of Conversion. Before any holder of shares of Series A
Preferred Stock shall be entitled to convert any of such shares into shares of
Common Stock, such holder shall surrender the certificate or certificates
therefor, duly endorsed, at the office of the Corporation or of any transfer
agent for the office of the Corporation or of any transfer agent for the Series
A Preferred Stock, and shall give written notice by mail, postage prepaid, or
hand delivery, to the Corporation at its principal corporate office, of the
election to convert the same and shall state therein the name or names in which
the certificate or certificates for shares of Common Stock are to be issued. The
Corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holders of shares of Series A Preferred Stock, or to the nominee
or nominees of such holders, a certificate or certificates for the number of
shares of Common Stock to which such holder shall be entitled as aforesaid. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the shares of Series A Preferred Stock
to be converted, and the person or persons entitled to receive the shares of
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder or holders of such shares of Common Stock as of such date. If
the conversion is in connection with an underwritten offering of securities
registered pursuant to the Securities Act of 1933, as amended, the conversion
may, at the option of any holder tendering the Series A Preferred Stock for
conversion, be conditioned upon the closing with the underwriter of the sale of
securities pursuant to such offering, in which event the person(s) entitled to
receive Common Stock issuable upon such conversion of the Series A Preferred
Stock shall not be deemed to have converted such Series A Preferred Stock until
immediately prior to the closing of such sale of securities.

(c) Conversion Rate Adjustments of Series A Preferred Stock. The
Conversion Rate of the Series A Preferred Stock shall be subject to adjustment
from time to time as follows:

(i) In the event the Corporation at any time or from time to time
after the Series A Issuance Date fixes a record date for the effectuation of a
split or subdivision of the outstanding shares of Common Stock or the
determination of holders of shares of Common Stock entitled to receive a
dividend or other distribution payable in additional shares of Common Stock or
other securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly, additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend, distribution, split or subdivision if no record date is fixed),
the number of shares of Common Stock issuable on conversion of each share of
Series A Preferred Stock shall be increased in proportion to such increase in
the aggregate number of shares issuable with respect to Common Stock
Equivalents.

3
<PAGE> 42

(ii) If the number of shares of Common Stock outstanding at any
time after the Series A Issuance Date is decreased by a combination of the
outstanding shares of Common Stock, then, following the record date of such
combination, the number of shares of Common Stock issuable on conversion of each
share of Series A Preferred Stock shall be decreased in proportion to such
decrease in the outstanding shares of Common Stock.

(d) Other Distributions. In the event the Corporation shall declare a
distribution payable in securities of other persons, evidences of indebtedness
issued by the Corporation or other persons, assets (excluding cash dividends) or
options or rights not referred to in Section 5(c)(i) hereof, then, in each such
case for the purpose of this Section 5(d), the holders of shares of Series A
Preferred Stock shall be entitled to a proportionate share of any such
distribution as though they were holders of the number of shares of Common Stock
into which their shares of Series A Preferred Stock are convertible as of the
record date fixed for the determination of the holders of shares of Common Stock
entitled to receive such distribution.

(e) Recapitalization. If at any time or from time to time there shall
be a recapitalization of Common Stock provision shall be made so that each
holder of shares of Series A Preferred Stock shall thereafter be entitled to
receive, upon conversion of the Series A Preferred Stock, the number of shares
of stock or other securities or property of the Corporation or otherwise,
receivable upon such recapitalization by a holder of the number of shares of
Common Stock into which such shares of Series A Preferred Stock could have been
converted immediately prior to such recapitalization. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 5 with respect to the rights of the holders of shares of Series A
Preferred Stock after the recapitalization to the end that the provisions of
this Section 5 (including adjustments of the Conversion Rate then in effect and
the number of shares purchasable upon conversion of the Series A Preferred
Stock) shall be applicable after that event as nearly equivalent as may be
practicable.

(f) No Fractional Shares. No fractional shares shall be issued upon
conversion of the Series A Preferred Stock, and the number of shares of Common
Stock to be issued shall be rounded down to the nearest whole share, and there
shall be no payment to a holder of shares of Series A Preferred Stock for any
such rounded fractional share. Whether or not fractional shares result from such
conversion shall be determined on the basis of the total number of shares of
Series A Preferred Stock the holder is at the time converting into Common Stock
and the number of shares of Common Stock issuable upon such aggregate
conversion.

(g) Reservation of Stock Issuable Upon Conversion. The Corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of Series A Preferred Stock, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the conversion of all
outstanding shares of Series A Preferred Stock, and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of Series A Preferred Stock, then
in addition to such other remedies as shall be available to the holder of such
shares of Series A Preferred Stock, the Corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes.

4
<PAGE> 43

6. Reissuance of Shares

Shares of Series A Preferred Stock which have been converted or
purchased shall have the status of authorized and unissued shares of preferred
stock and may be reissued as part of a new series of preferred stock to be
created by resolution or resolutions of the Board of Directors or as part of any
other series of preferred stock, all subject to the conditions or restrictions
on issuance set forth in any resolution or resolutions adopted by the Board of
Directors providing for the issuance of any series of preferred stock.

7. Voting

The holders of shares of the Series A Preferred Stock shall have no
voting rights whatsoever, except such rights as may be required by law. On any
matters on which the holders of the Series A Preferred Stock shall be entitled
to vote, they shall be entitled to one vote for each share held.

IN WITNESS WHEREOF, REAL MEDIA, Inc. has caused this Certificate of
Designation to be signed by its President, and attested by its Secretary, this
__th day of ______, 2000.

ATTEST: REAL MEDIA, INC.

- ---------------------------- ----------------------------
Secretary President

5
<PAGE> 44
EXHIBIT B

SECOND AMENDED AND RESTATED VOTING AND STOCKHOLDERS AGREEMENT
<PAGE> 45
EXHIBIT B

SECOND AMENDED AND RESTATED
VOTING AND STOCKHOLDERS AGREEMENT

THIS SECOND AMENDED AND RESTATED VOTING AND STOCKHOLDERS
AGREEMENT (this "Agreement") is made as of this __ day of ________, 2000, by and
among Real Media, Inc., a Delaware corporation (the "Company"), PubliGroupe USA
Holding, Inc., a Delaware corporation ("PubliGroupe USA"), PubliGroupe S.A.
(together with PubliGroupe USA, "PubliGroupe" or an "Investor"), Advance
Internet, Inc., a New Jersey corporation ("Advance" or an "Investor") and the
persons listed as Founders on the signature page hereto (the "Founders" and,
with the Investors, the "Stockholders").

BACKGROUND

PubliGroupe and the Company have entered into a Stock Purchase
Agreement dated as of ____________, 2000 (the "Acquisition Agreement"). The
transactions contemplated by the Acquisition Agreement (the "Acquisition") are
closing on the date hereof and pursuant to the Acquisition Agreement, the
Company will acquire Real Media Europe (as defined therein) from PubliGroupe and
PubliGroupe will receive additional shares of the Company's common stock, par
value $.01 per share (the "Common Stock") and shares of the Company's Series A
Convertible Preferred Stock ("Preferred Stock"). After giving effect to the
Acquisition, PubliGroupe, Advance and the Founders will own 72%, 11.44% and
12.45%, respectively, of the equity securities of the Company (calculated in
accordance with the Acquisition Agreement).

The parties have previously entered into an Amended and Restated Voting
and Stockholders' Agreement dated as of April 8, 1998 (the "1998 Stockholders
Agreement") which set forth certain rights and obligations with respect to the
election of directors and other corporate governance matters pertaining to the
Company. The Company is contemplating an initial, firm commitment public
offering of its Common Stock registered with the U.S. Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Initial Public
Offering") and the parties desire to amend and restate the 1998 Agreement to set
forth new provisions regarding the governance and other affairs of the Company
and for the transfer of their shares of Real Media pending the Initial Public
Offering.

NOW, THEREFORE, in consideration of the agreements set forth below, the
parties agree as follows:

1. DEFINITION. As used in this Agreement, the term "Shares" means all
shares of equity securities of the Company (i) now or hereafter owned (either
beneficially or of record) by a Stockholder, and (ii) which a Stockholder does
not own (either beneficially or of record) but as to which it now or hereafter
has the right to exercise voting control.

2. DESIGNATION OF NOMINEES.

(a) The Board of Directors of the Company shall be composed of
no more than nine members. PubliGroupe shall have the right to designate three
nominees for election as directors of the Company (the "PubliGroupe Nominees").
Two nominees for election as directors of the Company shall be designated by the
Founders owning at least a majority of
<PAGE> 46
the total number of Shares held by the Founders (the "Founder Nominees"). The
Chief Executive Officer of the Company on the date hereof (the "CEO Nominee")
shall be designated as a nominee for election as a director of the Company. The
remaining three directors shall be "Independent Directors." The initial
Independent Director Nominees shall be designated as follows: (i) Advance shall
have the right to designate one of the Independent Directors who may be a United
States resident; and (ii) the other two Independent Directors shall be nominated
by the affirmative vote of at least five of the CEO Nominee, Founder Nominees,
the Independent Director designated by Advance, and PubliGroupe Nominees, voting
together as a single group (the Independent Director nominees designated under
clauses (i) and (ii) being hereinafter referred to as the "Independent Director
Nominees"). At least two of the three Independent Director Nominees shall be
non-United States residents so that if Advance designates an Independent
Director who is a United States resident, the remaining two Independent
Directors shall be non-United States residents, unless otherwise consented to by
PubliGroupe. Each Independent Director Nominee elected to the initial Board of
Directors shall continue to serve until such Independent Director Nominee
resigns or is removed as a Director in accordance with the terms of this
Agreement. Advance shall designate its Independent Director Nominee as soon as
practicable but in any event before the closing of the Public Offering. Pending
the designation by Advance of its Independent Director, Advance may designate
another nominee to the Board of Directors which is not an Independent Director
to serve until the replacement Independent Director Nominee is designated by
Advance.

(b) Notwithstanding the foregoing, in the event the Initial
Public Offering shall not have occurred by June 30, 2000, Advance shall have the
right to request the removal of any Independent Director designated by Advance
(or such Director's successor) and designate a replacement nominee which may or
may not be an Independent Director (the "Advance Nominee"), and the Board of
Directors shall promptly take such action as is necessary to elect the
designated Advance Nominee.

(c) An "Independent Director" means an individual who (i) is
"independent" as defined in the listing standards of NASDAQ for purposes of
serving as a member of an audit committee, (ii) is not an officer, director or
other employee of the Company or the Investors, or of any entity controlled by,
controlling or under common control with, the Company or the Investors (a
"Prohibited Employee"); (iii) is not an individual who is an employee, officer,
director, partner, member, or 10% or greater equity owner in any entity that,
during the year of determination, had liabilities owing to or from the Company
or the Investors in an amount exceeding 10% of such entity's revenues for such
year or 10% of the Company's or Investors' revenues for the immediately
preceding , as the case may be (a "Prohibited Business Partner"); or (iv) is not
a family member of a Founder, Prohibited Employee or Prohibited Business
Partner.

3. ELECTION OF DIRECTORS. The Stockholders shall take, at any time and
from time to time, all action necessary (including voting the shares owned by
him or it or delivering written consents) to cause the election of nominees to
the Board of Directors designated in accordance with Section 2 above. In
addition, the Stockholders and the Company shall take all other action necessary
so that the Bylaws and Certificate of Incorporation of the Company are
consistent with this Agreement and neither the Stockholders nor the Company
shall take any

2
<PAGE> 47
action (e.g., by amending the By-laws or the Certificate of Incorporation or
otherwise) which would in any way derogate from the rights granted to the
Stockholders hereunder.

4. SUCCESSOR DIRECTORS.

(a) If any PubliGroupe Nominee shall cease to serve as a
director for any reason, PubliGroupe shall have the right to designate a
successor PubliGroupe Nominee, and the Board of Directors shall promptly take
such action as is necessary to elect the designated successor Nominee.

(b) If any Founder Nominee shall cease to serve as a director
for any reason, the Founders owning at least a majority of the total number of
Shares then held by the Founders shall have the right to designate a successor
Founder Nominee, and the Board of Directors shall promptly take such action as
is necessary to elect the designated successor Nominee.

(c) If the Advance Nominee, if any, shall cease to serve as a
director for any reason, Advance shall have the right to designate a successor
Advance Nominee and the Board of Directors shall promptly take such action as is
necessary to elect the designated successor Nominee.

(d) If (i) PubliGroupe notifies the Company that it desires to
remove any of the PubliGroupe Nominees, or (ii) the Founders owning at least a
majority of the total number of Shares then held by the Founders notify the
Company that they desire to remove a Founder Nominee, or (iii) Advance notifies
the Company that it desires to remove the Advance Nominee, if any, the Board of
Directors of the Company shall promptly take such action as is necessary to
effect such removal and to elect any successor Nominee which has been designated
in accordance with Sections 2(a)-(c) above .

(e) If the CEO Nominee shall cease to be the Chief Executive
Officer of the Company for any reason, the Board of Directors shall have the
right to remove the CEO Nominee as a director of the Company by the affirmative
vote of a majority of the remaining members of the Board of Directors. If the
CEO Nominee shall cease to serve as a director for any reason, the Board of
Directors of the Company shall elect a replacement CEO Nominee or an Independent
Director which is designated by a majority vote of the remaining members of the
Board of Directors.

(f) Except as provided in Section 2(b), if any Independent
Director Nominee shall cease to serve as a director for any reason, the Board of
Directors of the Company shall as soon as practicable elect the replacement
Independent Director Nominee which is designated by a majority vote of the
remaining members of the Board of Directors. If at the time of election of the
replacement Independent Director Nominee there are fewer than two Independent
Director Nominees who are non-United States residents, then such replacement
shall be a non-United States resident unless otherwise consented to by
PubliGroupe. Each Independent Director Nominee elected under this clause (f)
shall continue to serve until such Independent Director Nominee resigns or is
removed as a Director in accordance with the terms of this Agreement.

3
<PAGE> 48
(g) Except as provided in Section 2(b), an Independent
Director Nominee may be removed only by the vote or consent of at least 75% of
the entire Board of Directors. If an Investor, or the Founders owning at least a
majority of the total number of Shares then held by the Founders, notify the
Company that it or they desire to remove an Independent Director, the Board of
Directors of the Company shall take such action as may be necessary to ensure
that a meeting of the Board of Directors is promptly called for the purpose of
voting upon such removal.

5. MANAGEMENT AND CONTROL.

(a) The business and affairs of the Company shall be managed
by or under the direction of the Company's Board of Directors. Without limiting
the generality of the foregoing, and subject to applicable law, the Board of
Directors shall be responsible for making determinations with respect to the
following, and the Company shall not take any of the actions set forth in the
following clauses (i)-(iv) without the affirmative vote or consent of a majority
of the Board of Directors, or any of the actions set forth in the following
clauses (v-x) without the affirmative vote or consent of seven members of the
Board of Directors:

(i) hire or terminate any executive officers;

(ii) incur or refinance any existing indebtedness of
more than US $1,000,000;

(iii) pay any dividends;

(iv) issue or redeem any equity securities;

(v) make any capital expenditures of US $1,000,000 or
more in any two month period which are not included in the Company's capital
budget;

(vi) adopt or effect any plan of sale, merger,
consolidation, dissolution, reorganization or recapitalization of the Company;

(vii) sell all or substantially all of the assets of
the Company;

(viii) appoint or remove a Chairman of the Board of
Directors;

(ix) enter into a significant new line of business
which is unrelated to the Company's then existing business, abandon any
significant line of business, or otherwise fundamentally change the nature of
the Company's business; or

(x) change the number of directors constituting the
Company's Board of Directors or otherwise amend or circumvent in any manner the
provisions set forth in Sections 2, 3 and 4 of this Agreement.

(b) The annual operating budget for the Company shall be
subject to approval by a majority of the Company's Board of Directors. If the
Company shall commence operations in a new fiscal year prior to the adoption of
the annual operating budget for such year,

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<PAGE> 49
then the Company shall continue to operate under the budget adopted for the
immediately preceding fiscal year until such time as the new operating budget
shall be adopted using the last fiscal quarter of 2000 as the base for the year.

(c) The chief executive officer of the Company shall be
responsible for the strategic planning, day-to-day operations and decisions for
the Company and such other duties as the Board of Directors of the Company may
assign.

6. VOTING OF PUBLIGROUPE SHARES. In addition to the obligations set
forth in Sections 2, 3 and 4 hereof, so long as PubliGroupe owns more than
33-1/3% of the outstanding shares of Common Stock of the Company, PubliGroupe
shall vote all Shares which it holds in excess of such 33-1/3% ("Excess Shares")
in accordance with the recommendation of a majority of the entire Board of
Directors on all matters submitted for approval by the Stockholders of the
Company. PubliGroupe shall not vote or otherwise take any action or consent with
respect to the Excess Shares in the absence of such recommendation by the Board
of Directors. Notwithstanding the foregoing, PubliGroupe shall be empowered to
vote the Excess Shares in its discretion in connection with (i) any merger or
other business combination pursuant to which the shares would be converted into
cash or another security, (ii) any merger or other business combination in which
the stockholders of the entity combining with the Company would own a majority
of the voting power of the combined entity or (iii) any sale of all or
substantially all of the Company's assets.

7. LOANS.

(a) PubliGroupe and Advance shall loan to the Company an
aggregate of US $15 million (the "Commitment"), of which PubliGroupe shall
provide US $13 million and Advance shall provide US $2 million. Of the total
amount of the Commitment, US $3 million may be borrowed at any time after the
date hereof for the following purposes: acquisitions, investments and expansion
activities which are included in the Company's operating budget or otherwise
approved by the Board of Directors, including without limitation, the
investments in South Africa, Australia and interactive television in the United
Kingdom (the "Development Loans"). The US $12 million balance of the Commitment
may be borrowed by the Company for general corporate purposes included in the
Company's capital budget in amounts not to exceed US $2.884 million per month
("Working Capital Loans"), commencing March 1, 2000 and ending on the Loan
Maturity Date (as defined in Section 7(c)(iii) below). The Development Loans and
the Working Capital Loans are sometimes hereinafter referred to collectively as
the "Loans" and individually as a "Loan."

(b) Each Loan hereunder shall be made on notice given by the
Company to PubliGroupe and Advance in writing, or by telephone with immediate
written confirmation, at least five (5) business days prior to the date of the
proposed Loan. The Company's request for a Loan shall specify the amount and
type of Loan requested indicating in the case of a Development Loan the
particular project that is being funded. Upon receipt of a proper Loan request
from the Company, PubliGroupe and Advance shall make the requested Loan to the
Company in immediately available funds. Each Loan shall be funded 86.67% by
PubliGroupe and 13.33% by Advance and the obligation of PubliGroupe and Advance
to make Loans shall be several and not joint.

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<PAGE> 50
(c) Each Loan made by PubliGroupe and Advance hereunder shall
be evidenced by a promissory note of the Company issued to each of them in
substantially the form attached hereto as Exhibit A (the "Note"). The Loans will
have the following terms: (i) the unpaid principal balance of any Loan shall
bear interest at the annual rate equal to the prime rate (as published by the
Wall Street Journal, Eastern Edition); (ii) the Company shall pay interest on
the Loan on the date of its maturity; (iii) the principal amount of the Loans
shall become due and payable on the earliest to occur of (A) the closing of the
Initial Public Offering (in which case proceeds from the Initial Public Offering
shall be used to pay off the Loans), or (B) the date which is one year after the
date of the initial Loan made under this Section 7 (the "IPO Expiration Date"),
or (C) the closing of the External Financing pursuant to Section 8 hereof (the
"Loan Maturity Date"); (iv) the Company may prepay the Loans at any time without
premium or penalty; and (v) if the principal balance is not paid when due, the
holder of the Note will have the right to convert the Note into shares of Common
Stock of the Company at a conversion price equal to the "fair market value" of a
share of Common Stock at the time of conversion. For purposes of establishing
the conversion price for the note, "fair market value" shall mean the greater of
(i) the fair market value per share of Common Stock most recently established by
the Board of Directors prior to the maturity date for the Loan for options
granted to employees of the Company under the Company's 1999 Stock Option Plan
or (ii) the value per share of Common Stock established for the equity of the
Company by the New Investor in connection with the External Financing (as
defined in Section 8(b) below), determined on a fully diluted basis after giving
effect to the exercise of all outstanding options and other convertible
securities but before any investment is made by the New Investor.

8. EXTERNAL FINANCING; RIGHT OF FIRST OFFER.

(a) If the Company shall desire to issue new debt and/or
equity securities (other than Excluded Securities as provided in Section 8(e)
below) at any time after the Company shall have borrowed the entire Commitment
under Section 7 above, the Company shall submit a written notice to PubliGroupe
and Advance (the "Investors") including in such notice (the "Offer Notice") the
total amount of capital desired, the total amount of equity securities of the
Company, if any, proposed to be issued (which may be expressed as a percentage
of the total equity of the Company after giving effect to the issuance of such
securities), the price for any equity securities being offered, and a general
description of any other material terms of the debt and/or equity securities
proposed for sale (the "Offered Securities").

(b) Within ten (10) business days after receipt of the Offer
Notice, the Investors shall jointly submit a written proposal to the Company to
purchase all of the Offered Securities (the "Joint Investor Offer") for the
price specified by the Company in the Offer Notice or for a different price
specified by the Investors in their proposal to the Company. If the purchase
price for the Offered Securities specified by the Investors in the Joint
Investor Offer is equal to or greater than the price specified by the Company in
the Offer Notice, the Company and the Investors shall complete the purchase and
sale of the Offered Securities on such terms at a closing to be held within ten
(10) business days after the submission of the Joint Investor Offer to the
Company. If the purchase price for the Offered Securities specified by the
Investors in the Joint Investor Offer is less than the price specified by the
Company in the Offer Notice, the Company and the Investors shall negotiate
diligently and in good faith to reach agreement for the purchase of the Offered
Securities by the Investors.

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<PAGE> 51
(c) If the Investors are unable to agree with each other on
the terms of a joint proposal to be submitted to the Company under paragraph (b)
above, each Investor shall submit a separate written proposal to the Company
within fifteen (15) business days after receipt of the Offer Notice, to purchase
all of the Offered Securities (the "Separate Investor Offer") for the price
specified by the Company in the Offer Notice or for a different price specified
by such Investor in its proposal to the Company. If the purchase price for the
Offered Securities specified in a Separate Investor Offer is equal to or greater
than the price specified by the Company in the Offer Notice, the Company and the
Investor submitting such price shall complete the purchase and sale of the
Offered Securities on such terms at a closing to be held within ten (10)
business days after submission of the Separate Investor Offer to the Company. If
both Investors submit Separate Investor Offers containing a price for the
Offered Securities which is equal to or greater than the price specified by the
Company in the Offer Notice, then the Investor specifying the higher price shall
purchase the Offered Securities; provided that if each Investor submits the same
price, then the Investors shall purchase the Offered Securities pro rata in
proportion to their respective percentage equity ownership interests in the
Company. If the purchase price specified for the Offered Securities by both
Investors in their respective Separate Investor Offers is less than the price
specified by the Company in the Offer Notice, the Company and the Investor
specifying the higher price for the Offered Securities shall negotiate
diligently and in good faith to reach agreement for the purchase of the Offered
Securities by such Investor. Notwithstanding the foregoing, prior to the
completion of the sale of the Offered Securities to a single Investor under this
clause (b), the other Investor shall be given the right to purchase on the same
price and terms such Investor's pro rata share of the Offered Securities in
proportion to each Investor's respective equity ownership interests in the
Company.

(d) If no agreement for the sale of the Offered Securities to
the Investors is reached under paragraph (b) or (c) above within twenty (20)
business days of receipt by the Investor of the Offer Notice, (the "First Offer
Period"), the Offered Securities may be sold by the Company (the "External
Financing") to one or more persons or entities other than the Stockholders (a
"New Investor") at any time within sixty (60) days after the expiration of the
First Offer Period, provided that (i) the price to be paid by the New Investors
for the Offered Securities is at least 8% greater than the highest price offered
by an Investor under paragraph (b) or (c) above and (ii) the other terms and
conditions of sale for the Offered Securities (which do not have to be
identical) are no more favorable to the New Investor than those offered by the
Company to the Investors in the negotiations of the terms of the Offered
Securities. Notwithstanding the foregoing, if no Investor Offers are submitted
to the Company under paragraph (b) or (c) above, then the price to be paid by
the New Investor for the Offered Securities shall be equal to or greater than
the price specified for the Offered Securities by the Company in the Offer
Notice. The determination of whether the terms of the External Financing meet
the foregoing conditions shall be made by a majority vote of the Board of
Directors of the Company.

(e) The provisions of this Section 8 shall not apply to the
following ("Excluded Securities"): (i) the issuance of shares of Common Stock as
a stock dividend or upon any subdivision or stock split of the outstanding
shares of Common Stock (provided the securities issued in respect of such
dividend, subdivision or stock split are limited to shares of Common Stock),
(ii) the issuance of shares of Common Stock upon exercise of any options,
warrants or other rights to acquire Common Stock that are outstanding on the
date of this

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<PAGE> 52
Agreement, (iii) the issuance of shares of Common Stock upon conversion of any
shares of convertible securities outstanding on the date hereof, (iv) the
issuance of Common Stock in the Initial Public Offering so long as PubliGroupe
would own at least 51% of the outstanding Common Stock immediately thereafter,
(v) the issuance of Common Stock upon exercise of options to purchase Common
Stock (and the issuance of such options) granted to directors, officers,
employees or consultants of the Company under benefit plans in connection with
their service to the Company (it being understood that the number of options and
shares so issued under this clause (v) shall be limited to such number as may be
authorized from time to time by the Company's Board of Directors), (vi) the
issuance of Common Stock upon exercise of options to purchase Common Stock (and
the issuance of such options) granted outside of benefit plans as compensation
or incentive to third party service providers of the Company (it being
understood that the number of options and shares so issued under this clause
(vi) shall be limited to options to purchase 25,000 shares of Common Stock),
(vii) shares of Common Stock issued to PubliGroupe or any of its affiliates on
the date hereof pursuant to the Reorganization Agreement, and (viii) the
issuance of securities by the Company pursuant to any Loan.

9. TERMINATION OF CERTAIN PROVISIONS; COMPANY RESTRUCTURING.

(a) From and after the IPO Expiration Date, PubliGroupe and
the other Stockholders shall for a period of sixty (60) days negotiate with each
other in good faith the terms of a new stockholders agreement which will (i)
provide PubliGroupe with the right to exercise control over the Company and (ii)
protect the interests of the other Stockholders with respect to fundamental
transactions by the Company and preserve for the other Stockholders the value
and liquidity of their equity interests. PubliGroupe and the other Stockholders
shall also discuss and consider the possibility of restructuring the Company,
including a refinancing, sale of the Company or its assets, division of the
Company, or merger with another company.

(b) If after the IPO Expiration Date, PubliGroupe desires to
terminate the provisions of Sections 2 through 6 hereof, PubliGroupe shall give
written notice thereof to the other Stockholders. Such termination shall become
effective on the later of (i) the expiration of the Real Media Europe Option
Period (as defined in Section 10(d)(ii) below), or (ii) if the Sale Election or
Purchase Election is given pursuant to Section 10 below, the closing of the
transactions contemplated thereby. Pending the termination of the corporate
governance provisions pursuant to the preceding sentence, (i) the Board of
Directors of the Company shall be reduced to six members consisting of three
directors designated by PubliGroupe, the CEO Nominee, one director designated by
Advance, and one director designated by the Founders owning at least a majority
of the total number of Shares held by the Founders (provided that if the CEO
Nominee shall cease to serve for any reason, the successor Nominee shall be
designated by the Founders) as set forth in Section 2(a) and (b) above, (ii) the
Stockholders and the Company shall take such action as may be necessary to
remove the Independent Directors from Office, (iii) the number of members of the
Board of Directors required to approve the actions set forth in clauses vi-x of
Section 5(a) hereof shall be reduced to a majority, and (iv) the provisions of
Sections 2 through 5 (as amended hereby) shall continue until the termination
becomes effective as provided in this Section 9(b).

10. REAL MEDIA EUROPE OPTIONS. The Stockholders shall have the
following rights and options with respect to Real Media Europe:

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<PAGE> 53
(a) THE PURCHASE ELECTION. At any time during the Real Media
Europe Option Period (as defined in Section 10(d)(ii) below), PubliGroupe shall
have the right, exercisable by notice given to the Company, the Founders and
Advance at any time, to elect to acquire from the Company all, but not less than
all, of the outstanding stock of Real Media Europe and its subsidiaries ("Real
Media Europe"). If such notice (the "Purchase Election") is given, it shall
constitute an agreement by the Company to sell, and PubliGroupe to purchase, all
of the stock of Real Media Europe on a date selected by the Company which is no
more than twenty (20) business days following the establishment of the purchase
price for the stock of Real Media Europe.

(b) THE SALE ELECTION. At any time during the Real Media
Europe Option Period, the Founders owning at least a majority of the total
number of Shares held by the Founders (with the consent of Advance) shall have
the right to elect, by notice to PubliGroupe, to sell to PubliGroupe all, of the
outstanding capital stock of Real Media Europe. If such notice (the "Sale
Election") is given, it shall constitute an agreement by the Company to sell,
and PubliGroupe to purchase, all of the stock of Real Media Europe on a date
selected by the Company which is no more than twenty (20) business days
following the establishment of the purchase price for the stock of Real Media
Europe.

(c) PURCHASE PRICE; CLOSING. The purchase price for the stock
of Real Media Europe shall be the Fair Market Value thereof on the date the Sale
Election or Purchase Election is made by the Founders (with the consent of
Advance) or PubliGroupe, as the case may be. The closing for any purchase
pursuant to the exercise of the Purchase Election or the Sale Election shall
take place at the Company's principal executive offices. At the closing (i) the
Company shall deliver and transfer to PubliGroupe good title to the stock of
Real Media Europe, free and clear of all liens, claims or encumbrances, and (ii)
PubliGroupe shall deliver to the Company good title to an aggregate number of
shares of the Company's Common Stock, free and clear of all liens, claims or
encumbrances, having a "Fair Market Value" (as defined below) equal to the Fair
Market Value of Real Media Europe, provided, however that in no event shall
PubliGroupe have an obligation to deliver any Shares in excess of the total
number of Shares then held by PubliGroupe, any of its affiliates and its
permitted transferees, if any, under Section 11 hereof.

(d) DEFINITIONS.

(i) FAIR MARKET VALUE. "Fair Market Value" of the
Real Media Europe shall be determined as follows. Upon notice delivered by the
Founders and Advance or PubliGroupe exercising the Purchase Election or Sale
Election, as the case may be, the Founders, Advance and PubliGroupe shall
commence good faith negotiations to agree upon the Fair Market Value. If within
30 days of the delivery of such notice the Founders, Advance and PubliGroupe
shall not have agreed upon the Fair Market Value, then the Founders, Advance and
PubliGroupe may jointly agree to continue their negotiations. Failing such
agreement, Real Media and PubliGroupe shall each promptly retain an investment
bank of recognized international standing (a "Bank"). The fees and expenses of
each Bank shall be paid by the party who retained such Bank. Each Bank shall be
instructed to render an estimation of the Fair Market Value within 30 days of
its engagement, and the Fair Market Value shall be determined by calculating the
mean of the Banks' estimates of the Fair Market Value. If, however, the

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<PAGE> 54
higher of such estimations is greater than 120% of the lower of such
estimations, then the Banks shall promptly nominate a third Bank (the "Third
Bank"). The Founders, Advance and PubliGroupe shall jointly appoint the Third
Bank, and the Fair Market Value shall be determined by calculating the mean of
the Third Bank's estimation of the Fair Market Value and whichever Bank's
estimation of the Fair Market Value is closer in value to the estimation of the
Third Bank. The fees and expenses of the Third Bank shall be paid by (i) Real
Media, if the Third Bank's estimation of Fair Market Value is closer to the
estimation provided by the Bank retained by PubliGroupe than to the estimation
provided by the Bank retained by Real Media, or (ii) PubliGroupe, if the Third
Bank's determination of Fair Market Value is closer to the estimation provided
by the Bank retained by Real Media than to the estimation provided by the Bank
retained by PubliGroupe. The Third Bank shall render its estimation of the Fair
Market Value within thirty days of its engagement. Any determination of Fair
Market Value hereunder shall be final and binding upon the parties hereto.

The Fair Market Value of the Company's Common Stock shall be determined
in accordance with the same procedures based upon the value of Real Media Europe
relative to the value of the Company as a whole. For example, if the value of
Real Media Europe represents 60% of the overall value of the Company,
PubliGroupe shall deliver to the Company shares of Common Stock representing 60%
of the total number of shares of Common Stock then outstanding.

(ii) REAL MEDIA EUROPE OPTION PERIOD. The term "Real
Media Europe Option Period" shall mean the period commencing on the date which
is sixty (60) days after the IPO Expiration Date and ending on the date which is
one hundred twenty (120) days after the IPO Expiration Date.

(e) TECHNOLOGY AND RELATED AGREEMENTS; TAXES. If the Purchase
Election or the Sale Election is exercised by either party, PubliGroupe, Real
Media Europe and the Company shall enter into a (i) technology license
agreement, (ii) trademark license agreement, (iii) joint marketing agreement,
and (iv) non-competition agreement, in each case on mutually acceptable terms
which are substantially the same as those contained in the agreements among them
with respect to such matters existing immediately prior to the closing under the
Reorganization Agreement. PubliGroupe and the Company shall also endeavor in
good faith to structure the transactions contemplated by this Section 10 in a
manner which is tax efficient for all of the parties.

11. RESTRICTIONS ON TRANSFER BY INVESTORS.

(a) Neither Investor shall sell, assign, transfer, pledge,
hypothecate, make gifts of or in any manner whatsoever dispose of (other than in
connection with a redemption or purchase by the issuer thereof) or encumber (any
such sale, assignment, transfer, pledge, hypothecation, gift or disposition
being hereinafter referred to in this Section 11 as a "Transfer") any Investor
Stock or any interest therein, except pursuant to a Permitted Transfer in
accordance with Section 11(b). Any purported Transfer by an Investor in
violation of this Agreement shall be null and void and of no force and effect
and the purported transferee shall have no rights or privileges in or with
respect to the Company.

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(b) Notwithstanding anything to the contrary contained herein,
an Investor may Transfer any or all of its Investor Stock pursuant to a
Permitted Transfer (as defined below) if: prior to the consummation of any such
Permitted Transfer (other than a Transfer described by clauses (1), (2), or (3)
of the definition of "Permitted Transfer" below): (i) such Investor notifies the
Company in writing of the proposed Permitted Transfer; and (ii) the proposed
transferee agrees in a writing delivered to the Company to become a party to
this Agreement and pursuant to which writing such proposed transferee (A) shall
be bound by the terms and conditions of this Agreement in the same manner and to
the same extent as such Investor, and (B) shall be entitled to the benefit of
the provisions of this Agreement in the same manner and to the same extent as
such Investor. For purposes of this Agreement, a "Permitted Transfer" shall mean
any Transfer of Investor Stock: (1) by an Investor in connection with a public
offering by the Company of its common stock in which the Investor is permitted
to register Investor Stock, or (2) by an Investor to the Company or its
designated assignees, or (3) the transfer by PubliGroupe of (A) up to 3% of the
outstanding capital stock of the Company owned by it to the persons listed on
Schedule I hereto on terms approved by the Company and (B) Shares owned by
PubliGroupe to the former owner of Real Media Deutschland pursuant to the terms
of the acquisition agreement relating thereto; and (4) by an Investor to any
subsidiary or affiliate in which such Investor (or its ultimate parent company)
owns, directly or indirectly, at least a majority of the outstanding shares of
voting stock of such subsidiary or affiliate, or any person (other than a
corporation) in which such Investor (or its ultimate parent company) owns at
least a majority of the equity interests of such person (provided that such
Investor (or its ultimate parent company) continues to beneficially own, whether
directly or indirectly, at least a majority of the shares of voting stock or
equity interests of such subsidiary or other person).

(c) Prior to any proposed Transfer of any Investor Stock
(other than a Transfer described by clauses (1) or (2) of the definition of
"Permitted Transfer" above), the Investor (i) shall give written notice to the
Company describing the manner and circumstances of the proposed Transfer, and
(ii) unless waived by the Company, shall deliver a written opinion of legal
counsel, addressed to the Company and the transfer agent, if other than the
Company, and in customary form and substance to each addressee, to the effect
that the proposed Transfer of the Shares may be effected without registration
under the United States Securities Act of 1933 ("Securities Act") and applicable
state securities laws.

12. RESTRICTIONS ON TRANSFERS BY FOUNDERS.

(a) No Founder shall sell, assign, transfer, pledge,
hypothecate, make gifts of or in any manner whatsoever dispose of (other than in
connection with a redemption or purchase by the issuer thereof) or encumber (any
such sale, assignment, transfer, pledge, hypothecation, gift or disposition
being hereinafter referred to in this Section 12 as a "Transfer") any Shares or
any interest therein, except pursuant to a Permitted Transfer in accordance with
Section 12(b). Any purported Transfer by any Founder in violation of this
Agreement shall be null and void and of no force and effect and the purported
transferee shall have no rights or privileges in or with respect to the Company.

(b) Notwithstanding anything to the contrary contained herein,
a Founder may Transfer any and all Shares pursuant to a Permitted Transfer (as
defined below) if: (i) prior to the consummation of any such Permitted Transfer,
the Founder proposing the

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Permitted Transfer notifies the Company in writing of the proposed Permitted
Transfer; and (ii) in the case of Permitted Transfers described by clauses (1)
and (3) of the definition of "Permitted Transfer" below, the proposed transferee
agrees in a writing delivered to the Company to become a party to this Agreement
and pursuant to which writing such proposed transferee (A) shall be bound by the
terms and conditions of this Agreement in the same manner and to the same extent
as the Founder who proposes to Transfer such Shares, and (B) shall be entitled
to the benefit of the provisions of this Agreement in the same manner and to the
same extent as the Founder who proposes to Transfer such Shares. For purposes of
this Agreement, a "Permitted Transfer" shall mean any Transfer of Securities:
(1) by any Founder who is a natural person to such Founder's spouse, parents,
siblings, children or grandchildren (or a trust established for their benefit),
or by will or the laws of descent and distribution on account of the death of
such Founder to such Founder's spouse, parents, siblings or descendants; (2) by
any Founder in connection with a public offering, provided, the Investors are
offered the right to participate in such offering on the same terms and
conditions as the Founders participating in such offering and each Investor is
permitted (but not required) to sell in such offering not less than an amount of
such Investor's Stock equal to the amount of such Investor's Stock multiplied by
a fraction, the numerator of which is the number of shares of Investor Stock
then held by such Investor and the denominator of which is the sum of the number
of shares of Investor Stock then held by such Investor plus the number of Shares
to be sold by all Founders and the other Investor in such offering; (3) by any
Founder to (I) any corporation, partnership or other business entity in which
such Founder or Founders owns, directly or indirectly, all of the equity
interests of such entity (provided that such Founder or Founders, together with
any person described in clause (1) above, continues to beneficially own, whether
directly or indirectly, all of the equity interests of such entity), or (II) to
any of the Founders on the date hereof; or (III) to any employee or consultant
of the Company at the time of transfer.

(c) Prior to any proposed Transfer of any Shares (other than a
Transfer described by clause (2) of the definition of "Permitted Transfer"
above), the Founder (i) shall give written notice to the Company describing the
manner and circumstances of the proposed Transfer, and (ii) unless waived by the
Company, shall deliver a written opinion of legal counsel, addressed to the
Company and the transfer agent, if other than the Company, and in customary form
and substance to each addressee, to the effect that the proposed Transfer of the
Shares may be effected without registration under the Securities Act and
applicable state securities laws.

13. LEGEND. Each certificate evidencing Shares issued following the
date hereof shall bear a legend substantially as follows:

"The shares represented by this certificate are subject to the
terms and conditions of a certain Second Amended and Restated
Voting and Stockholders Agreement dated as of January 1, 2000,
a copy of which the Company will furnish to the holder of this
certificate upon request and without charge."

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injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof in any
court of the United States or any state thereof having jurisdiction, in addition
to any other remedy to which such non-breaching party may be entitled at law or
equity. The remedy contained in this Section shall not be deemed to be the
exclusive remedy for material breach by any party of this Agreement, nor shall
such right be deemed to prejudice, or to operate as a waiver of, any remedy
contained herein, or any other remedy to which any party may be entitled at law
or equity.

15. TERM; STOCKHOLDERS VOTING AGREEMENT. This Agreement shall terminate
on the earlier to occur of the following: (i) absolutely as to all parties upon
the consummation of the Initial Public Offering, or (ii) absolutely as to all
parties upon the consummation of the sale of Real Media Europe pursuant to
Section 10 hereof. Concurrently with the closing of the Initial Public Offering
the Stockholders shall enter into the Stockholders Voting Agreement
substantially in the form attached hereto as Exhibit B .

16. NOTICES. All notices or other communications given hereunder shall
be in writing and shall be deemed effective upon delivery at the address of the
party to be notified and shall be mailed by certified or registered mail, return
receipt requested, delivered by courier, telecopied, or sent by other facsimile
method (notices by telecopy or facsimile must be confirmed by next day courier
delivery to be effective), addressed to the address specified below such party's
signature hereto or such other address as such party may subsequently notify the
other parties of in writing.

17. ENTIRE AGREEMENT AND AMENDMENTS; TERMINATION OF OTHER AGREEMENTS.
This Agreement constitutes the entire agreement of the parties with respect to
the subject matter hereof and supersedes in its entirety the 1998 Stockholders
Agreement, the Original Stockholder's Agreement (as defined in the 1998
Agreement), Original Voting Agreement (as defined in the 1998 Agreement) and the
PubliGroupe Stock Purchase Agreement (as defined in the 1998 Agreement). The
rights and obligations created by this Agreement are in addition to any rights
existing under the Certificate of Incorporation and Bylaws of the Company.
Neither this Agreement nor any provision hereof may be waived, modified, amended
or terminated except by a written agreement signed by the Company, Founders
holding at least sixty-six and two thirds percent (66 2/3%) of the Founders'
Shares, and both of the Investors.

18. GOVERNING LAW; SUCCESSORS AND ASSIGNS. This Agreement shall be
governed and construed in accordance with the laws of the State of Delaware
(without giving effect to its conflicts of laws principles) and shall bind and
inure to the benefit of the heirs, personal representatives, executors,
administrators, successors and assigns of the parties. Without limiting the
generality of the foregoing, all covenants and agreements of the Founders shall
bind any and all subsequent holders of Shares, and the Company agrees that it
shall not transfer on its records any such Shares unless (i) the transferor
Founder shall have first delivered to the Company and the Investor the written
agreement of the transferee to be bound by this Agreement to the same extent as
if such transferee had originally been a Founder hereunder, as the case may be,
and (ii) the certificate or certificates evidencing the Shares so transferred
bear the legend specified in Section 13.

13
<PAGE> 58
19. CAPTIONS. Captions are for convenience only and are not deemed to
be part of this Agreement.

20. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

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<PAGE> 59
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amended and Restated Voting and Stockholders Agreement as of the day and year
first above written.

REAL MEDIA, INC. FOUNDERS

By:______________________________ ______________________________
Name: David Morgan
Title: Address:
Address: 260 Fifth Avenue
New York, NY 10001
______________________________
Gil Beyda
Address:
PUBLIGROUPE USA HOLDING, INC.

By:______________________________ ______________________________
Mark Pinney
Address:
ADVANCE INTERNET, INC.

By:______________________________ ______________________________
Charles Smith
Address:
PUBLIGROUPE S.A.

By:______________________________ ______________________________
Joshua Rosen
Address:

15
<PAGE> 60
EXHIBIT A

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.

REAL MEDIA, INC.

CONVERTIBLE PROMISSORY NOTE

$ _______, 2000

FOR VALUE RECEIVED, the undersigned, REAL MEDIA, INC., a Delaware
corporation (the "Company"), hereby promises to pay to [_____________] (the
"Lender") the principal sum of US [____________________] DOLLARS (US
$________.00), together with interest from the date hereof on the outstanding
principal amount hereof at the rate of ____% per annum [the rate per annum equal
to the prime rate published from time to time in the Wall Street Journal,
Eastern Edition], computed on the basis of the actual number of days elapsed in
a year consisting of 365 days (the "Note"). Interest on this Note is payable on
the unpaid principal amount outstanding until paid in full.

This Note is being issued to Lender pursuant to the terms of a Second
Amended and Restated Stockholders and Voting Agreement dated __________, 2000 by
and among the Lender, the Company and certain other stockholders of the Company
(the "Second Amended Stockholders Agreement").

1. Conversion. This Note is and shall be convertible pursuant to the
terms and conditions of this Section 1 at the option of the Lender upon written
notice to the Company (the "Conversion") into shares of the Company's Common
Stock, $.001 par value per share (the "Common Stock"). The Lender shall have the
option to convert the unpaid principal balance of this Note, in whole or in
part, into shares of Common Stock on _________ and at any time after [January 1,
2001]. The number of shares of Common Stock into which this Note is convertible
shall be determined by dividing the principal balance of this Note to be
converted by the "fair market value" (as such term is defined in Section 7(c) of
the Second Amended Stockholders Agreement) of a share of Common Stock. Upon the
Conversion, the Lender shall surrender this Note to the Secretary of the
Company, and the outstanding principal balance shall be applied against the
purchase price of the shares of Common Stock being issued to the Lender
hereunder, and the Company shall issue to the Lender a replacement Note in
principal amount of the outstanding principal balance of this Note not converted
into Common Stock. In lieu of any fractional shares, cash shall be paid by the
Company to Lender. The provisions of this paragraph shall terminate upon the
repayment of the entire outstanding principal balance of, and all accrued
interest on, this Note.

2. Maturity Date. The entire unpaid and outstanding principal balance
and all unpaid accrued interest under this Note shall be fully due and payable
on the earlier of (a) the
<PAGE> 61
date of closing for the Initial Public Offering (as defined in the Second
Amended Stockholders Agreement), or (b) the date which is one year after the
date of the first loan made to the Company under the Second Amended Stockholders
Agreement (the "Maturity Date"). The outstanding principal balance, plus accrued
interest on this Note may be prepaid by the Company at any time without premium
or penalty.

3. Payment. Principal and interest due hereunder shall be paid in
lawful money of the United States in immediately available funds or the
equivalent at the address of Lender set forth below or at such other address as
Lender may designate. All payments made hereunder shall first be applied to
interest then due and payable and any excess payment shall then be applied to
reduce the principal amount payable on this Note. Interest due on any
outstanding principal amount hereunder shall be due and payable on the Maturity
Date.

4. Subordination. The Company and the Lender agree that the
indebtedness represented by this Note, and the payment of principal and interest
hereunder, are subordinate and subject in right of payment to the prior payment
in full of all indebtedness and interest thereon of the Company incurred in
connection with any External Financing (as defined in Section 8(b) of the Second
Amended Stockholders Agreement).

5. Remedies. The remedies of Lender herein provided for are cumulative
and not exclusive of any remedies provide by law. No failure on the part of
Lender to exercise, no delay by Lender in exercising, and no course of dealing
with respect to any right hereunder shall operate as a waiver thereof; nor shall
any single or partial exercise by Lender of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. A waiver
by Lender of any breach of any provision of this Note shall not operate or be
construed as a waiver of similar or dissimilar provisions at the same time or at
any prior or subsequent time. The Company hereby waives any right to set-off or
counterclaim against Lender with respect to the obligations the Company under
this Note.

6. Costs of Enforcement. The Company agrees to pay all reasonable costs
and expenses incurred by Lender in enforcement of the Company's obligations
hereunder, including, without limitation, attorney's fees and expenses.

7. No Assignment. This Note may not be assigned by Lender and the
Company may not assign, delegate or otherwise transfer any of its obligations
hereunder.

8. Waiver; Governing Law. The Company hereby waives presentment,
protest, notice of protest, notice of nonpayment, notice of dishonor and any and
all other notices or demands relative to this Note and the benefit of any
statute of limitations with respect to any action to enforce this Note. This
Note shall be construed in accordance with the laws of the State of New York.

9. Amendment. This Note may not be changed orally, but only by an
instrument in writing executed by the Company and Lender. No agreements or
representation, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by the Company or Lender which are not set
forth expressly in this Note. The invalidity or

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<PAGE> 62
unenforceability of any provision or provisions of this Note shall not affect
the validity or enforceability of any other provisions of this Note, which shall
remain in full force and effect. The headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
any provision or provisions of this Note.

REAL MEDIA, INC.

BY:__________________________
Name:
Title:
Acknowledged and agreed:

[Lender]

BY:___________________________
Name:
Title:
Date:

Address: _______________________

_______________________

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<PAGE> 63
EXHIBIT B

STOCKHOLDERS VOTING AGREEMENT

THIS STOCKHOLDERS VOTING AGREEMENT (this "Agreement") is made as of
this ___ day of __________, 2000, by and among Real Media, Inc., a Delaware
corporation (the "Company"), PubliGroupe USA Holding, Inc., a Delaware
corporation ("PubliGroupe USA"), PubliGroupe S.A., ., a company, organized under
the laws of Switzerland (together with PubliGroupe USA, "PubliGroupe" or an
"Investor"), Advance Internet, Inc., a New Jersey corporation ("Advance" or an
"Investor") and the persons listed as Founders on the signature page hereto (the
"Founders" and, with the Investors, the "Stockholders").

BACKGROUND

PubliGroupe and the Company have entered into a Stock Purchase
Agreement dated ____________, 2000 (the "Acquisition Agreement"). In the
transactions contemplated by the Acquisition Agreement (the "Acquisition"), the
Company acquired certain companies owned by PubliGroupe and PubliGroupe received
additional shares of the Company's common stock, par value $.001 per share (the
"Common Stock") and shares of the Company's Series A Convertible Preferred
Stock. After giving effect to the Acquisition, PubliGroupe, Advance and the
Founders will own 72%, 11.44% and 12.45%, respectively, of the equity securities
of the Company (calculated in accordance with the Acquisition Agreement).

The Company is contemplating an initial, firm commitment public
offering of its Common Stock (the "Public Offering"). The parties have
previously entered into a Second Amended and Restated Voting and Stockholders
Agreement dated as of __________, 2000 (the "Second Amended Stockholders
Agreement") which set forth certain rights and obligations with respect to the
election of directors, transfer of shares and other matters pertaining to the
Company. The Second Amended Stockholders Agreement will terminate upon the
closing of the Public Offering and the parties desire to provide for the voting
of their shares of Common Stock for the election of directors of the Company
following the Public Offering and for the transfer of their shares of Real Media
Common Stock.

NOW, THEREFORE, in consideration of the agreements set forth below, the
parties agree as follows:

1. DEFINITION. As used in this Agreement, the term "Shares" means all
shares of Common Stock and other voting securities of the Company (i) now or
hereafter owned (either beneficially or of record) by a Stockholder, and (ii)
which a Stockholder does not own (either beneficially or of record) but as to
which it now or hereafter has the right to exercise voting control.

2. DESIGNATION OF NOMINEES.

(b) At any time when the Founders and Advance shall own in the
aggregate less than 10% of the outstanding Common Stock of the Company, the
number of Founder Nominees to the Board of Directors shall be reduced from two
to one and the Board of Directors shall select a successor Nominee, which shall
be an Independent Director, designated by a majority vote of the remaining
members of the Board of Directors.

(c) In the event that either (i) the Stockholders shall cease
to own in the aggregate at least 51% of the outstanding shares of Common Stock
of the Company, or (ii) Advance and the Founders shall cease to own in the
aggregate at least 5% of the outstanding shares of Common Stock of the Company
(a "Dilution Event"), then the number of Founder Nominees to the Board of
Directors shall be reduced to zero. The Board of Directors shall thereafter
continue to be composed of nine members, five of whom shall be Independent
Directors, three of whom shall be PubliGroupe Nominees and one of whom shall be
the CEO Nominee. The two new Independent Director Nominees needed to replace the
Founder Nominees shall be proposed by PubliGroupe and the duly qualified
successor Independent Director Nominees proposed by PubliGroupe shall be elected
by a majority vote of the remaining members of the Board of Directors (excluding
the Founder Nominees being replaced) within ten (10) days thereafter.

(d) A Founder Nominee being replaced pursuant to this
provision shall continue to serve until a duly qualified successor Independent
Director shall have been elected by the Board of Directors.

(e) An "Independent Director" means an individual who (i) is
"independent" as defined in the listing standards of NASDAQ for purposes of
serving as a member of an audit committee, (ii) is not an officer, director or
other employee of the Company or the Investors, or of any entity controlled by,
controlling or under common control with, the Company or the Investors (a
"Prohibited Employee"); (iii) is not an individual who is an employee, officer,
director, partner, member, or 10% or greater equity owner in any entity that,
during the year of determination, had liabilities owing to or from the Company
or the Investors in an amount exceeding 10% of such entity's revenues for such
year or 10% of the Company's or Investors' revenues for the immediately
preceding year, as the case may be (a "Prohibited Business Partner"); or (iv) is
not a family member of a Founder, Prohibited Employee or Prohibited Business
Partner.

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<PAGE> 65
accordance with Section 2 above and to otherwise implement the terms of this
Agreement. In addition, the Stockholders and the Company shall take all other
action necessary so that the Bylaws and Certificate of Incorporation of the
Company are consistent with this Agreement and neither the Stockholders nor the
Company shall take any action (e.g., by amending the By-laws or the Certificate
of Incorporation or otherwise) which would in any way derogate from the rights
granted to the Stockholders hereunder.

4. SUCCESSOR DIRECTORS.

(c) If (i) PubliGroupe notifies the Company that it desires to
remove any of the PubliGroupe Nominees as a director, or (ii) the Founders
owning at least a majority of the total number of Shares then held by the
Founders notify the Company that they desire to remove a Founder Nominee, the
Board of Directors of the Company shall promptly take such action as is
necessary to effect such removal and to elect any successor Nominee which has
been designated in accordance with Sections 3(a) or (b) above .

(d) If the CEO Nominee shall cease to be the Chief Executive
Officer of the Company for any reason, the Board of Directors shall have the
right to remove the CEO Nominee as a director of the Company by the affirmative
vote of a majority of the remaining members of the Board of Directors. If the
CEO Nominee shall cease to serve as a director for any reason, the Board of
Directors of the Company shall elect a replacement CEO Nominee or an additional
Independent Director, as a majority of the remaining members of the Board of
Directors shall determine.

(e) If any Independent Director Nominee shall cease to serve
as a director for any reason, the Board of Directors of the Company shall
promptly elect the replacement Independent Director Nominee which is designated
by a majority vote of the remaining members of the Board of Directors. If at the
time of election of the replacement Independent Director Nominee there are fewer
than two Independent Director Nominees who are non-United States residents, then
such replacement shall be a non-United States resident unless otherwise
consented to by PubliGroupe. Each Independent Director Nominee elected under
this clause (e) shall continue to serve until such Independent Director Nominee
resigns or is removed as a Director in accordance with the terms of this
Agreement

(f) An Independent Director Nominee may be removed only by the
vote or consent of at least 75% of the entire Board of Directors. If an
Investor, or the Founders

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<PAGE> 66
owning at least a majority of the total number of Shares then held by the
Founders, notify the Company that it or they desire to remove an Independent
Director, the Board of Directors of the Company shall take such action as may be
necessary to ensure that a meeting of the Board of Directors is promptly called
for the purpose of voting upon such removal.

5. RESTRICTIONS ON TRANSFER.

(a) None of the Stockholders shall sell, assign, transfer,
pledge, hypothecate, make gifts of, grant any option with respect to, or in any
manner whatsoever dispose of (other than in connection with a redemption or
purchase by the issuer thereof) or encumber (any such sale, assignment,
transfer, pledge, hypothecation, gift or disposition being hereinafter referred
to in this Section 5 as a "Transfer") any Shares or any interest therein, except
pursuant to a Permitted Transfer in accordance with Section 5(b). Any purported
Transfer by a Stockholder in violation of this Agreement shall be null and void
and of no force and effect and the purported transferee shall have no rights or
privileges in or with respect to the Company.

(b) For purposes of this Agreement, a "Permitted Transfer"
shall mean any Transfer of Shares by a Stockholder:

(i) to the Company, another Stockholder, to an
affiliate of any Stockholder or to any other person or entity that executes an
instrument in form and substance acceptable to the Company agreeing to be bound
by the terms of this Agreement as if an original signatory hereto;

(ii) to the public pursuant to a registration
statement filed by the Company with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), or open market
sales made in accordance with Rule 144 promulgated under the Securities Act on
(A) the Swiss Exchange or (B) NASDAQ.

(iii) pursuant to a tender offer, a merger,
recapitalization or other business combination, which is recommended to the
Stockholders of the Company generally by a majority of the entire Board of
Directors of the Company; or

(iv) to any person or entity pursuant to Section 6
(Right of First Offer) below;

6. RIGHT OF FIRST OFFER.

(a) If, at any time a Stockholder (the "Offeror") desires to
Transfer (other than a Permitted Transfer pursuant to Section 5(b)(i)-(iii)
above), all or any portion of the Shares owned by him or it, the Offeror shall
promptly so notify the other Stockholders (the "Other Stockholders") in writing,
and shall offer to sell to the Other Stockholders (the "Offer") all, but not
less than all, of such Shares it desires to sell (the "Offered Securities") at
the price, and on the terms and conditions, upon which the Offeror would be
willing to sell the Offered Securities to the Other Stockholders or to a third
party negotiating at arms-length. It is understand and agreed that the Offeror
may specify the price as the "then current market price" (or a percentage
thereof) and such specification shall be sufficient for the written notice of
Offer. At any time during the first fifteen (15) business days following the
making of the Offer, any or

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<PAGE> 67
all of the Other Stockholders may notify the Offeror that they exercise their
right to purchase all or any portion of the Offered Securities on the same terms
and conditions as are specified in the Offer (an "Acceptance Notice"). Each
Other Stockholder shall specify in its Acceptance Notice any maximum number of
shares of the Offered Securities which such Other Stockholder is willing to
purchase. If the Offeror shall receive one or more Acceptance Notices sufficient
individually or in the aggregate to purchase all but not less than all of the
Offered Securities within such fifteen (15) business day period, it shall be
obligated to consummate such transaction with the party or parties who exercised
such right, and the party or parties giving the Acceptance Notices shall be
obligated to purchase all, but not less than all, of the Offered Securities on
the tenth (10th) business day following the Offeror's receipt of the last such
Acceptance Notice. In such case, the right to purchase shares of Offered
Securities shall be allocated to the Other Stockholders pro rata in accordance
with the aggregate number of shares of Common Stock owned by such Other
Stockholders on the date of the Offer (but not in excess of the maximum number
of shares they are willing to purchase as indicated in their respective
Acceptance Notices), with any remaining purchase rights being successively
re-allocated on the same basis until either no purchase rights remain or all
Other Stockholders have been allocated the maximum number of shares they have
indicated they are willing to purchase in their respective Acceptance Notices.

(b) If the Offeror shall not receive any Acceptance Notice or
shall not receive Acceptance Notices sufficient to sell all of the Offered
Securities, it shall have the right to sell all, but not less than all, of the
Offered Securities to any person or entity at a price equal to 100% or more of
the price set forth in the Offer, and upon such other terms and conditions as
are no less favorable to such Offeror than those set forth in the Offer;
provided, however, that such sale must be consummated within forty-five (45)
business days from the date of the Offer.

(c) With respect to each purchase of Securities by Other
Stockholders under this Section 6, the Closing therefor shall be held at the
principal office of the Company, on the date determined in accordance with
Section 6(a) hereof. The purchase price for the Offered Securities shall be paid
in full at such closing in cash or by certified check payable to the order of
the Offeror, or by wire transfer in immediately available funds, against
delivery of the appropriate stock certificates or instruments evidencing such
Offered Securities, duly endorsed or with duly executed stock powers attached
thereto. Securities delivered at each closing hereunder shall be free and clear
of all liens, charges and encumbrances, and all title thereto, and all rights
and privileges of ownership thereof immediately shall be vested in the
purchasers thereof. (d) The Company agrees not to effect or permit any Transfer
of Securities by any Stockholder or until it has received evidence reasonably
satisfactory to it that the provisions of this Section 6 or Section 5, if
applicable to such Transfer, have been complied with.

7. VOTING OF PUBLIGROUPE SHARES. In addition to the voting and
governance obligations set forth in Sections 2, 3 and 4 hereof, so long as
PubliGroupe owns more than 33-1/3% of the total outstanding shares of Common
Stock of the Company, PubliGroupe shall vote all shares which it holds in excess
of 33-1/3% ("Excess Shares") in accordance with the recommendation of a majority
of the entire Board of Directors on all matters submitted for

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approval by the Stockholders of the Company. PubliGroupe shall not vote or
otherwise take any action or consent with respect to the Excess Shares in the
absence of such recommendation by the Board of Directors. Notwithstanding the
foregoing, PubliGroupe shall be empowered to vote the Excess Shares in its
discretion in connection with (i) any merger or other business combination
pursuant to which the shares would be converted into cash or another security,
(ii) any merger or other business combination in which the stockholders of the
entity combining with the Company would own a majority of the voting power of
the combined entity or (iii) any sale of all or substantially all of the
Company's assets. The provisions of this Section 7 shall terminate upon the
occurrence of a Dilution Event (as defined in Section 2(c) above).
Notwithstanding the occurrence of a Dilution Event, the other rights and
obligations of the parties to this Agreement, including without limitation, the
provisions of Sections 2, 3 and 4 hereof, shall continue and remain in full
force and effect until this Agreement is duly terminated pursuant to Section 11
hereof.

8. FUNDAMENTAL TRANSACTION. The Company shall not sell or otherwise
dispose of Real Media Europe (as defined in the Reorganization Agreement) unless
such transaction is approved by at least 75% of the members of the Company's
Board of Directors.

9. RIGHT OF FIRST OFFER FOR RMSA.

(a) If at any time during the term of this Agreement, the
Company desires to sell all of the outstanding capital stock or substantially
all of the assets of RMSA (as defined in the Acquisition Agreement), the Company
shall deliver a written notice (the "Sale Notice") to PubliGroupe describing in
reasonable detail the proposed transaction, including the price and other
material terms of sale (including the material terms of any technology and
trademark licenses and non-competition arrangements). PubliGroupe shall have the
right to purchase RMSA on the proposed terms and shall notify the Company
whether or not it wishes to exercise its right to purchase within fifteen (15)
business days after receipt of the Sale Notice. If PubliGroupe exercises its
right to purchase hereunder, the Company and PubliGroupe shall promptly
negotiate in good faith the other terms and conditions of sale for RMSA.

(b) If PubliGroupe does not exercise its right to purchase
within such fifteen (15) business day period or if PubliGroupe and the Company
are unable to enter into a definitive agreement for the sale of RMSA within
forty-five (45) days of PubliGroupe's receipt of the Sale Notice, then the
Company may effect the sale of RMSA to a third party at a price no less than and
on terms no more favorable to such third party than those specified in the Sale
Notice and those last offered by the Company during any negotiations of the
definitive agreement with PubliGroupe, so long as such sale is completed within
one hundred eighty (180) days of the date of the Sale Notice.

10. LEGEND. Each certificate evidencing Shares issued following the
date hereof shall bear a legend substantially as follows:

"The shares represented by this certificate are subject to the
terms and conditions of a certain Stockholders Voting
Agreement dated as of ___________, 2000."

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11. TERMINATION. This Agreement shall terminate on the earliest to
occur of the following: (i) the date on which PubliGroupe shall cease to own at
least 36% of the outstanding shares of Common Stock of the Company or, (ii) the
date on which (A) the Stockholders shall cease to own in the aggregate at least
51% of the outstanding shares of Common Stock of the Company and (B) Advance
shall cease to own at least 90% of the total number of Shares it owns on the
date of this Agreement; or (iii) the date on which (A) Advance and the Founders
shall cease to own in the aggregate at least 5% of the outstanding shares of
Common Stock of the Company, and (B) Advance shall cease to own at least 90% of
the Shares it owns on the date of this Agreement. This Agreement may also be
terminated by either Investor or the Founders holding at least sixty-six and
two-thirds percent (66 2/3%) of the Founders' Shares, if the provisions for the
election of directors set forth in Sections 2 through 4 hereof, inclusive, shall
not be complied with in all material respects and such failure to comply (i) is
not cured within fifteen (15) business days after written notice thereof is
given to the Company and the other Stockholders by the Stockholder seeking
termination under this clause and (ii) is not the result of any action or
inaction on the part of the Stockholder seeking termination or its designees to
the Board of Directors.

12. NOTICES. All notices or other communications given hereunder shall
be in writing and shall be deemed effective upon delivery at the address of the
party to be notified and shall be mailed by certified or registered mail, return
receipt requested, delivered by courier, telecopied, or sent by other facsimile
method (notices by telecopy or facsimile must be confirmed by next day courier
delivery to be effective), addressed to the address specified below such party's
signature hereto or such other address as such party may subsequently notify the
other parties of in writing.

13. ENTIRE AGREEMENT AND AMENDMENTS; TERMINATION OF OTHER AGREEMENTS.
This Agreement constitutes the entire agreement of the parties with respect to
the subject matter hereof and supersedes in its entirety the Second Amended
Agreement. The rights and obligations created by this Agreement are in addition
to any rights existing under the Certificate of Incorporation and Bylaws of the
Company. Neither this Agreement nor any provision hereof may be waived,
modified, amended or terminated except by a written agreement signed by the
Company, Founders holding at least sixty-six and two thirds percent (66 2/3%) of
the Founders' Shares, and both of the Investors.

14. SPECIFIC ENFORCEMENT; OTHER REMEDIES. The Stockholders and the
Company acknowledge and agree that they would be irreparably damaged in the
event any of the provisions of this Agreement were not performed in accordance
with its specific terms or were otherwise breached. It is accordingly agreed
that the non-breaching party shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United States
or any state thereof having jurisdiction, in addition to any other remedy to
which such non-breaching party may be entitled at law or equity. The remedy
contained in this Section shall not be deemed to be the exclusive remedy for
material breach by any party of this Agreement, nor shall such right be deemed
to prejudice, or to operate as a waiver of, any remedy contained herein, or any
other remedy to which any party may be entitled at law or equity.

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15. GOVERNING LAW; SUCCESSORS AND ASSIGNS. This Agreement shall be
governed and construed in accordance with the laws of the State of Delaware
(without giving effect to its conflicts of laws principles) and shall bind and
inure to the benefit of the heirs, personal representatives, executors,
administrators, successors and assigns of the parties.

16. CAPTIONS. Captions are for convenience only and are not deemed to
be part of this Agreement.

17. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders
Voting Agreement as of the day and year first above written.

REAL MEDIA, INC. FOUNDERS

By:______________________________ ______________________________
Mark Pinney
Address:

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<PAGE> 71
ADVANCE INTERNET, INC.

By:______________________________ ______________________________
Charles Smith
Address:
PUBLIGROUPE S.A.

By:______________________________ ______________________________
Joshua Rosen
Address:

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<PAGE> 72
EXHIBIT C

INTERIM ADMINISTRATIVE SERVICES AGREEMENT
<PAGE> 73
EXHIBIT C

INTERIM ADMINISTRATIVE SERVICES AGREEMENT

THIS INTERIM ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement") is
made as of February __, 2000, by and between PubliGroupe S.A. a company
organized under the laws of Switzerland ("PubliGroupe"), and Real Media Europe
Holding S.A., a company organized under the laws of Switzerland ("Real Media
Europe").

BACKGROUND

WHEREAS, PubliGroupe, Real Media Europe and Real Media, Inc. ("Real
Media") have entered into a Stock Purchase Agreement dated February _, 2000 (the
"Acquisition Agreement"). Pursuant to the Acquisition Agreement, on the date
hereof Real Media will acquire Real Media Europe and certain other Acquired
Corporations (as defined in the Acquisition Agreement) and PubliGroupe will
receive shares of Common and Preferred Stock of Real Media;

WHEREAS, PubliGroupe has been providing certain management,
administrative and other services to Real Media Europe and its subsidiaries;

WHEREAS, in order continue to enjoy the benefits of PubliGroupe's
experience and skills after closing under the Acquisition Agreement in the
operation of the business of Real Media Europe, Real Media Europe desires to
retain PubliGroupe to continue to provide (or cause to provide) certain services
to Real Media Europe and its subsidiaries, and PubliGroupe desires to accept
such retention, all on the terms and conditions of this Agreement; and

WHEREAS, it is a condition to the closing of the transactions
contemplated by the Acquisition Agreement that the parties enter into this
Agreement.

TERMS

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

1. Retention of PubliGroupe. Real Media Europe hereby retains
PubliGroupe to provide the administrative and other services set forth in
Section 3 below (the "Services") to Real Media Europe, and the other Acquired
Corporations, and PubliGroupe hereby accepts such retention by Real Media
Europe, all in accordance with the terms and conditions of this Agreement.
PubliGroupe may utilize employees of its affiliates or consultants in providing
Services hereunder. Real Media Europe may request that PubliGroupe expand,
reduce or terminate the services provided by PubliGroupe under this Agreement,
in which case the parties will discuss, without obligation, such expansion,
reduction or termination as well as an additional charge or reduction in charges
for such Services.
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2. Performance of Services. PubliGroupe shall perform the Services with
the same degree of care, skill and prudence customarily exercised for its own
operations and it is understood and agreed that the Services will be
substantially the same in nature, quality and jurisdictional scope to the
Services performed by PubliGroupe for Real Media Europe and the other Acquired
Corporations during the years prior to the execution of this Agreement, except
to the extent of any modifications which may be necessary as a result of Real
Media becoming a public company through the public offering of its Common Stock.

3. Services. During the term of this Agreement and subject to the terms
and provisions hereof, PubliGroupe shall provide, or cause its affiliates or
consultants to provide, such Services as PubliGroupe and Real Media Europe
mutually may consider necessary, appropriate or desirable for the normal
operation of Real Media Europe and the other Acquired Corporations following the
closing under the Acquisition Agreement. The Services to be provided to Real
Media Europe consist of various services required in the conduct of the business
of Real Media Europe and the other Acquired Corporations, including, by way of
illustration and not limitation, the following:

(a) Financial management, including:

(i) Accounting and reporting services - billing and
time reporting support, fixed asset, construction accounting, capital asset
recovery and analysis, accounting internal auditing and internal and external
reporting and analysis;

(ii) Taxes - including tax filings compliance and
audit, tax research and planning, benefit plan compliance and tax policy;

(iii) Treasury- including cash management and
banking, investment management, corporate finance, risk management and insurance
services;

(iv) Financial Analysis and Planning-including
financial forecasting assistance, acquisition analysis, actuarial services and
financial analysis; and

(b) Information technology and network services, including
providing access to data bases and enterprise application systems, procedures
and processes relating to customer satisfaction, enterprise management, deploy
solutions and customer surveys.

(c) Legal and contract services, including (i) the review of
and reporting on relevant legislation; (ii) the provision where possible,
depending on available capacities, of advice and counsel regarding the drafting,
negotiation and interpretation of various contracts; (iii) the provision where
possible, depending on available capacities, of advice, counsel and assistance
regarding mergers and acquisitions, antitrust, labor and employment matters; and
(iv) the supervision of outside counsel retained by Real Media Europe.

(d) Corporate planning services, including assistance with
corporate budgeting.

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4. Budget; Fees.

(a) Real Media Europe shall pay PubliGroupe and its
affiliates, as the case may be, for the following reasonable costs which are
incurred by PubliGroupe or its affiliates attributable to the performance by
PubliGroupe or its affiliates of the Services, (i) all costs incurred by
PubliGroupe or its affiliates to vendors or other third parties in providing
Services and related supplies and goods; (ii) the directly allocated costs of
employees of PubliGroupe and its affiliates (based on the average salary and all
other compensation and costs attributable to such employees) allocated to Real
Media Europe based on the time expended by employees of PubliGroupe and its
affiliates in providing such Services; (iii) all other out of pocket costs
directly attributable to the rendering of the Services; and (iv) an amount equal
to 5% of the amount of (ii) above.

(b) As soon as practicable following execution of this
Agreement, Real Media Europe and PubliGroupe shall jointly establish a budget
(the "Budget") for the costs of PubliGroupe under Section 4(a)(i) through (iii)
above for providing the services contemplated hereunder. PubliGroupe and Real
Media Europe shall review and revise the Budget from time to time as needed to
reflect any change in the estimated cost of services to be provided hereunder.
Real Media Europe shall have no obligation to pay PubliGroupe for any such costs
(or any fee payable under Section 4(a)(iv) with respect thereto) which exceed by
15% or more the amount set forth in the Budget(as amended from time to time).

(c) PubliGroupe shall submit to Real Media Europe a quarterly
statement showing in reasonable detail the calculation for the reimbursable
costs and the corresponding amounts therefor contained in the Budget and the
fee, which amounts, subject to clause (b) above, shall be due and payable,
except as expressly provided herein, within thirty (30) days of receipt of such
statement by Real Media Europe.

5. Confidentiality. Each party hereto may from time to time be provided
information that is confidential and proprietary to the other party hereto.
Accordingly, each party agrees that it will not reveal such information or any
of it, which is not otherwise in the public domain, to a third party without the
consent of the other party except as required by law or as necessary to perform
obligations or enforce rights hereunder; that such information will be
distributed only to those of its own employees and officers who have a
reasonable need for it in order to carry out the purposes of this Agreement;
that such information will not be used in any manner except for the purpose for
which provided; and that upon termination of this Agreement, all documents
containing such confidential and proprietary information upon request will be
returned promptly to the party to which such information belongs. Each party
shall take such steps as are reasonably necessary to protect the confidential or
proprietary information of the other. For purposes hereof, confidential or
proprietary information shall include customer lists and other customer
information, and financial, technical or business information relating to one
party and provided by such party to the other.

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6. Term and Termination.

(a) Term. This Agreement shall commence on February _, 2000
and terminate on January 31, 2001, unless earlier extended or terminated in
accordance with the terms of this Agreement.

(b) Renewal. This Agreement will automatically renew for
additional terms of three (3) months each, unless either party provides written
notice to the other party not less than thirty (30) days prior to the end of the
initial term or any such renewal term of its intent to terminate this Agreement.

(i) Termination upon Notice. This Agreement may also
be terminated by either party upon ninety (90) days prior written notice to the
other party or on such shorter notice as applicable law may require.

(c) Termination upon Change of Control. PubliGroupe may
terminate this Agreement by written notice to Real Media Europe upon a Change of
Control (as defined below) with respect to Real Media . A "Change in Control" of
Real Media shall be deemed to have occurred if PubliGroupe or its affiliates
shall own shares representing less than a majority of the then outstanding
common stock of Real Media.

(d) Survival upon Termination. Notwithstanding the foregoing,
the provisions of Section 5 (Confidentiality) shall survive the termination or
expiration of this Agreement.

7. General.

(a) Entire Agreement. This Agreement constitutes the entire
understanding between the parties and supersedes any prior understandings
respecting the subject matter thereof.

(b) Amendment; Waiver. This Agreement shall not be amended,
modified, waived, released or discharged except by a writing signed by an
officer or authorized representative of each of the parties.

(c) Successors and Assigns. No party hereto shall assign its
rights and obligations under this Agreement or any part thereof, nor shall any
party assign or delegate any of its rights or duties hereunder without the prior
written consent of the other party, and any assignment made without such consent
shall be void.

(d) Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. Nothing in this Agreement, expressed or implied, is intended
or shall be construed to confer upon any person, any right, remedy or claim
under or by reason of this Agreement.

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(e) Further Assurances. The parties shall execute and deliver
such further instruments and perform such further acts as may reasonably be
required to carry out the intent and purposes of this Agreement.

(f) Counterparts. This Agreement may be executed in one or
more counterparts, and each of such counterparts shall for all purposes be
deemed to be an original, but all such counterparts together shall constitute
but one instrument.

(g) Notices. Any notice, request, instruction or other
document to be given hereunder by any party to the others shall be in writing
and shall be deemed to have been duly given on the next business day after the
same is sent, if delivered personally or sent by telecopy or overnight delivery,
or five calendar days after the same is sent, if sent by registered or certified
mail return receipt requested, postage prepaid, as set forth below, or to such
other persons or addresses as may be designated in writing in accordance with
the terms hereof by the party to receive such notice.

(i) If to PubliGroupe, to:

PubliGroupe S.A.
Avenue de Mousquines 4
CH - 1005
Lausanne, Switzerland
Facsimile No.:
Attn:

(ii) If to Real Media Europe, to:

c/o Real Media, Inc.
260 Fifth Avenue
New York, NY 10001
Facsimile No.: (212) 213-2880
Attn: President

(h) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of Switzerland without giving effect to
the principles of conflict of laws thereof.

(i) No Agency. This Agreement shall not be deemed expressly or
by implication to create an agency, employee, or servant relationship between or
among any of the parties hereto, or any Affiliates of the parties hereto for any
purpose whatsoever.

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IN WITNESS WHEREOF, this Agreement has been duly executed as
of the date hereinabove indicated.

REAL MEDIA EUROPE HOLDING S.A.

By:_________________________________
Name:
Title:

PUBLIGROUPE S.A.

By:__________________________________
Name:
Title:

By:_________________________________
Name:
Title:

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EXHIBIT D

RMSA STOCKHOLDERS AGREEMENT
<PAGE> 80
EXHIBIT D

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made this ___ day of February,
2000 among Real Media Inc., a Delaware corporation ("Real Media USA"), Real
Media Europe Holding S.A. ("Real Media Europe"), and PubliGroupe S.A.
("PubliGroupe", and, together with Real Media USA and Real Media Europe, the
"Parties"), the latter two companies both organized under the laws of
Switzerland.

BACKGROUND

WHEREAS, the Parties have entered into a Stock Purchase Agreement dated
February, 2000 (the "Acquisition Agreement"). Pursuant to the Acquisition
Agreement, on the date hereof Real Media USA will acquire Real Media Europe and
its subsidiaries, and PubliGroupe will receive additional shares of Common Stock
and Preferred Stock of Real Media USA;

WHEREAS, as a result of the transactions contemplated inter alia by the
Acquisition Agreement, PubliGroupe will become the owner of 51% of the
outstanding capital stock of Real Media S.A., a company organized under the laws
of Switzerland ("RMSA"), and Real Media USA will, through its acquisition of
Real Media Europe, become the indirect owner, and Real Media Europe the direct
owner, of 49% of the outstanding capital stock of RMSA (Real Media Europe and
PubliGroupe are sometimes hereinafter referred to as "Stockholders");

WHEREAS, it is a condition to the closing of the transactions contemplated by
the Acquisition Agreement that the Parties enter into this Agreement.
<PAGE> 81
TERMS

NOW, THEREFORE, in consideration of the agreements set forth below, the Parties
agree as follows:

1. DEFINITION. As used in this Agreement, the term "Shares" means all shares
of equity securities of RMSA (i) now or hereafter owned (either beneficially or
of record) by a Stockholder, and (ii) which a Stockholder does not own (either
beneficially or of record) but as to which it now or hereafter has the right to
exercise voting control.

2. DESIGNATION OF NOMINEES. The Board of Directors of RMSA shall be composed
of no more than five members. PubliGroupe shall have the right to designate
three nominees for election as directors of RMSA (the "PubliGroupe Nominees")
and Real Media Europe shall have the right to designate two nominees for
election as directors of RMSA (the "Real Media Nominees").

4. SUCCESSOR DIRECTORS.

a) If any PubliGroupe Nominee shall cease to serve as a director for any
reason, PubliGroupe shall have the right to designate a successor
PubliGroupe Nominee, and the Stockholders shall promptly take such action
as is necessary to elect the designated successor Nominee.

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b) If any Real Media Nominee shall cease to serve as a director for any
reason, Real Media Europe shall have the right to designate a successor
Real Media Nominee, and the Stockholders shall promptly take such action as
is necessary to elect the designated successor Nominee.

c) If (i) PubliGroupe notifies RMSA that it desires to remove any of the
PubliGroupe Nominees, or (ii) Real Media Europe notifies RMSA that it
desires to remove a Real Media Nominee, the Stockholders of RMSA shall
promptly take such action as is necessary to effect such removal and to
elect any successor Nominee which has been designated in accordance with
Section 2 above.

5. MANAGEMENT AND CONTROL. The Chairman of the Board of Directors shall be
elected by a majority of the Board of Directors. Subject to applicable law,
the Stockholders shall cause and instruct their respective nominees to the
Board of Directors that they shall not take, or allow to be taken by any
officer of RMSA, any of the actions set below without the affirmative vote
or consent of both Stockholders:

a) except for any loans by PubliGroupe to RMSA under Section 6 below, incur
or refinance any existing indebtedness of RMSA;

b) issue, purchase or redeem any equity securities under any authorized or
conditional capital of RMSA;

c) adopt or effect any plan of sale, merger, consolidation, dissolution,
reorganization or recapitalization of RMSA or enter into any joint venture,
technology license (other than licenses pursuant to the Technology Transfer
Agreement dated the date hereof) or technology development or other similar
agreements; sell all or substantially all of the assets of RMSA;

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d) sells all or substantially all of the assets of RMSA;

e) enter into a significant new line of business which is unrelated to RMSA's
then existing business, abandon any significant line of business, or
otherwise fundamentally change the nature of RMSA's business; or

f) amend or circumvent in any manner the provisions set forth in this
Agreement.

g) other than as contemplated by the Acquisition Agreement and the Exhibits
thereto, enter into any transaction with either Party providing for the
furnishing of services by or to, or the sale of products by or to, or rental
of real or personal property from or to, or otherwise requiring cash
payments by or to, any such Party in excess of an aggregate of US
$50,000.--.

6. LOANS. PubliGroupe shall fund the operations of RMSA through loans as
needed for working capital and other general corporate purposes. Each loan made
by PubliGroupe to RMSA hereunder shall be evidenced by a promissory note of
RMSA having the following terms: (i) the unpaid principal balance of any loan
shall bear interest at the annual rate equal to the prime rate announced from
time to time by the banks of Switzerland; (ii) RMSA shall pay interest on the
loan on the date of its maturity; (iii) the principal amount of any loans shall
become due and payable on the date of closing of either RMSA option pursuant to
Section 4.1 of the Acquisition Agreement (the "RMSA Option").

7. RESTRICTIONS ON TRANSFER BY STOCKHOLDERS. For a period of 5 years, neither
Stockholder shall sell, assign, transfer, pledge, hypothecate, make gifts of or
in any manner whatsoever dispose of or encumber (any such sale, assignment,
transfer, pledge, hypothecation, gift or disposition being hereinafter referred
to in this Section 7 as a "Transfer") any Shares owned by a Stockholder (the
"Stockholder Stock") or

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any interest therein, except as provided for in the Acquisition Agreement
or the Stockholders Voting Agreement dated February , 2000 by and among
Real Media USA, PubliGroupe, PubliGroupe USA Holding Inc., Advance
Internet, Inc. and the persons listed as founders on the signature page
thereto (the "Stockholders Voting Agreement").

8. SPECIFIC ENFORCEMENT; OTHER REMEDIES. The Parties acknowledge and agree
that they would be irreparably damaged in the event any of the provisions
of this Agreement were not performed in accordance with its specific terms
or were otherwise breached. It is accordingly agreed that the non-breaching
Party shall be entitled to an injunction or injunctions to prevent breaches
of the provisions of this Agreement and to enforce specifically the terms
and provisions hereof in any court having jurisdiction, in addition to any
other remedy to which such nonbreaching Party may be entitled at law or
equity. The remedy contained in this Section shall not be deemed to be the
exclusive remedy for material breach by any Party of this Agreement, nor
shall such right be deemed to prejudice, or to operate as a waiver of, any
remedy contained herein, or any other remedy to which any Party may be
entitled at law or equity.

9. TERM; STOCKHOLDERS VOTING AGREEMENT. This Agreement shall remain valid for
so long as Real Media Europe and PubliGroupe remain direct Stockholders and
Real Media USA remains indirect shareholder of RMSA and shall terminate
absolutely as to all Parties upon the consummation of the RMSA Option or
upon a transaction provided for under Section 9(a) of the Stockholders
Voting Agreement.

10. NOTICES. All notices or other communications given hereunder shall be in
writing and shall be deemed effective upon delivery at the address of the
Party to be notified and shall be mailed by certified or registered mail,
return receipt requested, delivered by courier, telecopied, or sent by
other facsimile method (notices by

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telecopy or facsimile must be confirmed by next day courier delivery to be
effective), addressed to the address specified below such Party's signature
hereto or such other address as such Party may subsequently notify the other
Party of in writing.

11. ENTIRE AGREEMENT AND AMENDMENTS; TERMINATION OF OTHER AGREEMENTS. This
Agreement constitutes the entire agreement of the Parties with respect to
the subject matter hereof. The rights and obligations created by this
Agreement are in addition to any rights existing under the organizational
documents of RMSA. Neither this Agreement nor any provision hereof may be
assigned waived, modified, amended or terminated except by a written
agreement signed by the Parties.

12. In respect of the obligations to which Real Media USA is not subject itself
(because it being only indirect shareholder of RMSA and not Stockholder), it
will -- as parent company of Real Media Europe -- cause Real Media Europe to
fully comply at all times with such obligations.

13. GOVERNING LAW; SUCCESSORS AND ASSIGNS. This Agreement shall be governed and
construed in accordance with the laws of Switzerland (without giving effect
to its conflicts of laws principles); it shall bind and inure to the benefit
of the permitted successors and assigns of the Parties.

14. CAPTIONS. Captions are for convenience only and are not deemed to be part
of this Agreement.

15. COUNTERPARTS. This Agreement may be executed in three or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

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

REAL MEDIA, INC.

By: ----------------------------
Name:
Title:
Address: 32 East 31st Street
9th Floor
New York, NY 10016

PUBLIGROUPE S.A.

By: ---------------------------- By: ----------------------------
Name: Name:
Title: Title:
Address: Address:

REAL MEDIA EUROPE HOLDING S.A.

By: ---------------------------- By: ----------------------------
Name: Name:
Title: Title:
Address: Address:

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EXHIBIT E

TECHNOLOGY TRANSFER AGREEMENT
<PAGE> 88
EXHIBIT E

TECHNOLOGY TRANSFER AGREEMENT

THIS AMENDED AND RESTATED TECHNOLOGY TRANSFER AGREEMENT (the
"Agreement"), is made this __ day of February, 2000 between REAL MEDIA, INC., a
Delaware corporation ("Real Media USA"), Real Media S.A., a company, organized
under the laws of Switzerland ("RMSA"), and 51% owned subsidiary company of
PubliGroupe S.A., a company organized under the laws of Switzerland
("PubliGroupe").

Background

WHEREAS, PubliGroupe and Real Media USA have entered into a Stock
Purchase Agreement dated February __, 2000 (the "Acquisition Agreement").
Pursuant to the Acquisition Agreement, on the date hereof Real Media USA will
acquire Real Media Europe Holding S.A. and its subsidiaries ("Real Media
Europe") from PubliGroupe, and PubliGroupe will receive additional shares of
Common and Preferred Stock of Real Media USA;

WHEREAS, as a result of the transactions contemplated by the
Acquisition Agreement; PubliGroupe will become the owner of 51% of RMSA and Real
Media USA will become the owner of 49% of RMSA;

WHEREAS, it is a condition to the closing of the transactions
contemplated by the Acquisition Agreement that the parties enter into this
Technology Transfer Agreement.

Terms

NOW THEREFORE, for good and valuable consideration and intending to be
legally bound hereby, the parties agree as follows:

1. Definitions. Capitalized Terms not otherwise defined herein shall
have the meanings set forth below.

"Business" shall mean the business of providing Online Content
Providers in Switzerland with integrated planning, placement and measurement of
advertising and other content using the Technology.

"Online Content Provider in Switzerland" shall mean an online content
provider whose primary offices are located in Switzerland or which publishes
online content designed primarily for readers in Switzerland and seeks
advertising for products and services marketed in Switzerland.

"Products" shall mean the software products set forth on Exhibit B and
such other software products that utilize the Technology primarily for the
Business.

"Technology" shall mean the technology referred to by Real Media USA as
the AdStream system used in the management of online content, as described in
Exhibit A attached hereto, including improvements thereto as described in
Section 7 of this Agreement.
<PAGE> 89
"Trademark Agreement" shall mean the Trademark and Tradename
Agreement dated the date hereof among Real Media USA, PubliGroupe and RMSA, as
such Agreement may be amended from time to time.

2. Grant of License; Use of Technology. Real Media USA grants RMSA the
license and right to use, reproduce, modify and enhance solely in connection
with the operation of the Business in Switzerland, the Technology. RMSA shall
not use the Technology in connection with any other service, product or business
other than the Business, or in any other country or territory other than
Switzerland. Real Media USA has delivered to RMSA copies of discs, documents,
tapes, source codes and other records and media in which the Technology has been
written, recorded, or otherwise embodied (the "Technology Records").

3. Exclusivity.

Subject to Paragraph 12 hereof and with the exception of the Netscape
Bundled Software (as defined below), during the term of this Agreement neither
Real Media USA nor its affiliates will use, nor will any of them grant the right
to any third party to use, reproduce, modify, enhance, relicense, market and
exploit the Technology and/or the Products in connection with the Business in
Switzerland. Real Media USA retains all rights to use and license the use of the
Technology outside Switzerland. For purposes of this Agreement the term
"Netscape Bundled Software" shall mean any suite of software products offered by
Netscape (or its successors) that includes the Products only so long as (i) RMSA
is paid a fee of 25% of the revenue received by Real Media USA from Netscape for
sales of the Netscape Bundled Software in Switzerland. Real Media USA will
provide RMSA with reasonable details of any ongoing negotiations with Netscape
for bundled software incorporating the Products to be sold in Switzerland and
Real Media USA will solicit the cooperation and assistance of RMSA in developing
the strategy for marketing the Netscape Bundled Software in Switzerland.

4. Reseller Arrangements.

(a) RMSA shall have the exclusive right to relicense the
Products and to provide related services in Switzerland, in its sole and
complete discretion, including, but not limited to the right to set relicense
fees and the charges for related technical services. All of the costs and
expenses incurred by RMSA relating to the relicensing of the Products and the
provision of related services, or otherwise will be borne by RMSA. RMSA is not,
and shall not do business as the representative, agent, franchisee, servant or
employee of Real Media USA but shall act solely as an independent contractor.
RMSA may relicense the Products and provide related services, only upon
procuring from each customer a properly completed and executed non-exclusive
Product license agreement in a form substantially similar to the attached Annex
A; this licensing agreement may be properly completed and executed online by the
licensees.

(b) RMSA shall ensure that all copies of the Products
delivered to customers shall retain the proprietary and copyright notices and
legends supplied by Real Media

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USA and shall keep a record identifying each copy of the Product and the
customer to whom it has been delivered.

(c) RMSA shall report and pay Real Media USA on a quarterly
basis a fee on all receipts for Products and related services sold in the
previous quarter. Payments to Real Media USA shall be computed as a percentage
of the net sales price for the Products and related services sold to end users
calculated in accordance with the fee schedule attached as Schedule 1 based upon
all such sales from and after the date hereof and subject to the credit for
prepaid fees set forth thereon. Payments shall be made in United States currency
to a Bank designated by Real Media USA within thirty (30) days of end of each
quarter.

5. Regulatory Matters.

(a) RMSA shall comply with the laws of Switzerland relating to
the marking of products with suitable patent and/or copyright notices, as
applicable.

(b) RMSA shall not, without the prior written consent of Real
Media USA, transmit any Technology or any information received from Real Media
USA, directly or indirectly, to any country to which export of such information
or product is prohibited by United States government regulations as issued from
time to time relating to the exportation of technical data of United States
origin. Real Media USA shall take reasonable steps to undertake to comply with
United States laws and regulations which result in the least restriction on the
use of the Technology by RMSA.

(c) Notwithstanding any other provision of this Agreement,
Real Media USA may grant non-exclusive licenses under the Technology to third
parties, to the extent necessary to comply with applicable compulsory license
requirements and to keep any patents of the Technology in full force.

(d) To the extent that Real Media USA deems it necessary or
desirable to obtain approval of, record, or register this license, RMSA shall at
Real Media USA's expense, cooperate fully with Real Media USA or Real Media
USA's designee (including the execution of all documents which Real Media USA
deems necessary or desirable) in seeking such approval and effecting such
recording or registration, and in withdrawing or canceling any such approval,
recording or registration upon the termination of this Agreement.

6. Delivery of Technology. Except as required by the terms of any
relicensing of the Products as permitted under this Agreement, RMSA will not
cause any additional copies of the Technology Records to be made without Real
Media USA's prior written consent. RMSA will treat the Technology as secret and
confidential, will take all reasonable precautions to prevent the unauthorized
disclosure of the Technology (including without limitation following the most
stringent security procedures that it follows with its own trade secrets and
confidential information), and will not disclose the Technology to anyone other
than those of its employees and agents who require such knowledge in order that
RMSA may carry out its duties under this Agreement. RMSA obligation to maintain
secrecy and confidentiality

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shall not extend to any issued patents or any Technology which is or becomes
public knowledge through no act or omission of RMSA.

7. Improvements.

(a) If Real Media USA invents, develops, acquires or learns of
any improvements to the Technology during the period beginning with the date of
this Agreement and ending on December 31 2005, Real Media USA will promptly
notify RMSA of such improvements, and such improvements will be considered
"Technology" for the purposes of this Agreement; provided, however, that if the
license granted hereunder shall be rendered non-exclusive in accordance with
Paragraph 12 hereof, any improvements made thereafter to the Technology shall
not be subject to the terms of this Agreement.

(b) If RMSA invents, develops, acquires or learns of any
improvements to the Technology during the period beginning with the date of this
Agreement and ending on December 31, 2005, RMSA, will promptly notify Real Media
USA of such improvements. RMSA hereby grant to Real Media USA a fully paid-up
license to all rights to use and market such improvements for the term of this
Agreement; provided, however, that if the license granted hereunder shall be
rendered non-exclusive in accordance with Paragraph 12 hereof, any improvements
made thereafter to the Technology shall not be subject to the terms of this
Agreement.

8. Patent and Copyright Protection. Real Media USA makes no
representations or warranties concerning the Technology or its patentability,
and no representations or warranties that RMSA's use of any Technology will not
infringe the rights of any third party. Real Media USA has no obligation to
indemnify RMSA in the event that RMSA's use of Technology, conduct of the
Business, or sale of a product or service, infringes or is claimed to infringe
the rights of any third party. Notwithstanding the foregoing, Real Media USA at
its own expense will seek such patent and copyright protection in Switzerland as
Real Media USA deems advisable, and take such steps as Real Media USA and RMSA
together deem prudent to protect the Technology against infringement, and RMSA
shall provide reasonable co-operation to Real Media USA in relation to the
seeking of such protection. If local copyright law in Switzerland is not
adequate to protect the Technology, RMSA acknowledges that Real Media USA shall
be entitled to patent the Technology in such country, and RMSA shall reimburse
to Real Media USA the reasonable costs and fees of obtaining such patents in
Switzerland. RMSA shall not, directly or indirectly, (i) apply for any patents
in respect of any aspect of the Technology, (ii) enter into any Agreement with
any third party which in any way alters, diminishes, or restricts the rights of
Real Media USA or RMSA in any aspect of the Technology or places any
restrictions or conditions upon the use of any Technology (provided that nothing
contained herein shall preclude the grant of any relicense of the Products as
permitted under this Agreement), or (iii) take any other action that would
prejudice or interfere with Real Media USA's ownership of any Technology or the
patents in any Technology. Nothing in this Paragraph 8 shall restrict or prevent
the RMSA from prosecuting or defending as applicable any

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<PAGE> 92
action in Switzerland for infringement involving the Technology and/or the
Products in accordance with Paragraph 9.

9. Infringement.

(a) If either RMSA or Real Media USA become aware of any
unauthorized use or infringement by any third party of any Technology in
Switzerland, each of them will promptly notify the other. Following such
notification, Real Media USA and RMSA shall for the period of 21 days following
such notification attempt in good faith to agree what action should be taken
and: (i) if either Real Media USA or RMSA wants to take action to prevent such
infringement continuing (the "Proceeding Party") but the other party declines to
take action (the "Declining Party"), the Proceeding Party shall be entitled upon
the expiration of such period or at any time thereafter to proceed at its
discretion and shall pay the costs of the action and retain any amounts
recovered, and the Declining Party shall provide reasonable co-operation and
assistance in connection with such action at the Proceeding Party's cost; or
(ii) if both Real Media USA and RMSA want to take action but they cannot agree
on the form of action to take within such period, RMSA shall be solely entitled
to bring any claim for infringement by any third party in respect of the use of
the Technology in Switzerland and retain any amounts recovered, and Real Media
USA shall at its own cost provide such reasonable co-operation and assistance as
may be requested by RMSA in connection with any such action.

(b) If RMSA or Real Media USA become aware of any assertion by
any third party that RMSA's use of any Technology constitutes patent, copyright,
or trade secret infringement, or any other tortious act, each of them will
promptly notify the other.

(c) In the event that such any such assertion as described in
sub-paragraph (b) of this Clause 9 results in a claim being brought in
Switzerland against RMSA: (i) RMSA shall have the right at its discretion to
defend any such claim and shall be responsible for paying the costs of the
defense; and (ii) Real Media USA shall provide reasonable co-operation and
assistance to RMSA in connection with the defense of such claim, provided that
RMSA shall not be entitled to settle any claim or make any admission in respect
of such claim which would prejudice Real Media USA's ownership of the Technology
without the written consent of Real Media USA. If Real Media USA declines to
give consent within 21 days of a request made by the RMSA in circumstances where
RMSA wish to settle a claim or make an admission as described in the preceding
sentence, Real Media USA shall have conduct of and shall be responsible for
bearing all the costs of the defense of such claim as of the expiration of such
21 day period.

(d) In the event that any such assertion as described in
sub-paragraph (b) of this Clause 9 results in a claim being brought in
Switzerland against Real Media USA, the following shall apply: (i) Real Media
USA shall have the right at its discretion to defend any such claim and shall be
responsible for paying the costs of the defense; and (ii) RMSA shall provide
reasonable assistance to Real Media USA in connection with the defense of such
claim, provided that Real Media USA shall not be entitled to settle any claim or
make any admission in respect of such claim which could prejudice or harm the
rights of RMSA under this Agreement

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without the prior written consent of RMSA. If RMSA decline to give consent
within 21 days of a request made by Real Media USA in circumstances where Real
Media USA wishes to settle a claim or make an admission as described in the
preceding sentence, RMSA shall have conduct of and shall be responsible for
bearing all the costs of the defense of such claim as of the expiration of such
21 day period.

10. Liability. Real Media USA makes no representation, guarantee or
warranty, express or implied, as to the results to be expected from use of any
of the inventions contained in the Technology or from the manufacture or sale of
any product or service using or embodying the Technology. Real Media USA shall
have no responsibility under any legal principle to RMSA, or others for the
quality or performance of any product or service using or embodying the
Technology, for the claims of third parties relating to any product or service
using or embodying the Technology or sold by RMSA. In no event shall Real Media
USA be liable to the RMSA or others for indirect, special, incidental or
consequential damages under this Agreement or otherwise.

11. Term and Termination. This Agreement will commence on the date of
this Agreement and, continue until December 31, 2005, unless terminated upon the
mutual agreement of Real Media USA and RMSA, or unless terminated as follows:

(a) Real Media USA may terminate this Agreement immediately if
RMSA, becomes insolvent, or is unable to pay its debts when due, or makes any
assignment for the benefit of creditors, or shall file any petition under the
bankruptcy or insolvency laws of any jurisdiction, county or place, or be
adjudicated bankrupt or insolvent.

(b) If Real Media USA on the one hand, or RMSA on the other
hand, commits a breach of any of the material terms and provisions of this
Agreement or the Trademark Agreement, the non-breaching party may terminate this
Agreement after providing written notice describing such breach and the steps
needed to cure such breach, and allow the breaching party thirty (30) days after
the delivery of such notice in which to cure such breach. If the breach is not
cured, then this Agreement shall terminate sixty (60) days after the date of
delivery of notice. The failure of a party to terminate this Agreement for any
one or more acts or instances constituting a breach shall in no way be construed
as a waiver, express or implied, of such party's right to terminate for any
other act or instance of like or different nature.

12. Effect of Termination.

(a) Upon the termination of this Agreement for the reasons set
forth in Subsections 11(a) or 11(b) by reason of a breach by RMSA, (i) except
for those continuing rights described in Subsection (b) below, RMSA's right to
use the Technology and all of RMSA's other rights under this Agreement shall
cease except with respect to licensees of RMSA subject to the terms provided in
such licensing agreements, (ii) RMSA will immediately return to Real Media USA
all copies of all Technology Records and will erase or destroy all other copies
in its possession or control other than those needed in connection with the
continuing rights described in Subsection (b) below, and (iii) and subject to
Subsection (b) below, all of the other rights,

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<PAGE> 94
duties and obligations of the parties hereunder shall terminate except RMSA's
obligations (1) under Section 6, and (2) to cooperate in Real Media USA or
RMSA's prosecution or defense of any infringement claims in accordance with
Section 9.

(b) Upon termination of this Agreement for the reasons set
forth in Subsections 11(a) or 11(b) by reason of a breach by RMSA, Real Media
USA acknowledges that any sub-licenses granted by RMSA in respect of the
Technology which are in force as at the date of termination shall continue in
force until the date of expiration or termination of each such sub-license in
accordance with its terms. The parties agree that the provisions of this
Agreement shall continue to apply as between the parties in respect of any
sub-licenses as described in this Subsection (b) to the extent required to give
effect to the provisions of this Subsection (b).

(c) Upon the termination of this Agreement for any reason
other than those set forth in Subsections 11(a) or 11(b) by reason of a breach
by RMSA, (i) RMSA shall continue to have the right to use and to relicense the
Technology on a non-exclusive basis, (ii) all of RMSA's other rights under this
Agreement shall cease, including without limitation the right to receive
improvements under Subsection 7(a).

13. Assignment, Sublicensing. The rights granted to RMSA under this
Agreement are personal to RMSA. Subject to the express terms hereof, Real Media
USA does not grant, and nothing in this Agreement shall be construed as
granting, RMSA the right to directly or indirectly sublicense or authorize
others to use the Technology. RMSA may not directly or indirectly assign or
transfer to any third party all or any part of its rights or duties under this
Agreement.

14. Miscellaneous.

(a) All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by telecopier or
telex, addressed as follows: (i) if to Real Media USA, Real Media, Inc., 260
Fifth Avenue, New York, New York 10001, attention: President, with a copy to
Dechert Price & Rhoads, 4000 Bell Atlantic Tower, 1717 Arch Street,
Philadelphia, PA 19103, attention: Gil C. Tily, Esq.; and (ii) if to RMSA, c/o
PUBLIGroupe, S.A., Avenue des Mousquines 4, CH-1005, Lausanne, Switzerland, with
a copy to Squadron, Ellenoff, Plesent & Sheinfeld, LLP, 551 Fifth Avenue, New
York, New York 10176, attention: Joseph R. Rackman; or, in any such case, at
such other address or addresses as shall have been furnished in writing by such
party to the other.

(b) This Agreement shall be governed by the laws of the State
of New York, Unites States of America, and may be amended or modified only by a
writing executed by all parties, and shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns.

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<PAGE> 95
(c) The invalidity of any provision of this Agreement will not
affect the validity of the remaining provisions, and this Agreement will be
construed as if such invalid provision had been omitted.

(d) In the event of a breach by any party hereto of the terms
of this Agreement, the other party or parties shall be entitled to all of their
remedies at law or in equity. The parties hereto acknowledge that a breach of
this Agreement will cause irreparable damage to the other party or parties, the
exact amount of which will be difficult or impossible to ascertain, and that
remedies at law for any such breach will be inadequate. Accordingly, the parties
hereto acknowledge that, upon a breach of this Agreement, the other party or
parties shall be entitled to injunctive or other equitable relief, without
posting bond or other security.

(e) This Agreement sets forth all of the promises and
undertakings between the parties relating to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings, express
or implied, oral or written with respect to the subject matter hereof.

This Agreement has been written in the English language. In the event of
conflict between the English version and any version in any other language, the
English version shall prevail.

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<PAGE> 96
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date and year first above written.

REAL MEDIA, INC.

By: _________________________
Name: David Morgan
Title: President

REAL MEDIA S.A.

By: _________________________
Name:
Title:

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<PAGE> 97
Exhibit A

For purposes of the Technology Agreement, the "Technology" shall be defined as
all computer software, source code and systems created, modified or enhanced by
Real Media USA relating to the development and operation of its Open AdStream
technology or any successor thereto which in any manner performs the same or
substantially similar function and all other software, source code and systems
which shall be developed during the applicable periods which is used for the
Business.
<PAGE> 98
Exhibit B

Products

Open AdStream
<PAGE> 99
Schedule 1

<TABLE>
<CAPTION>
Commissions Percentage of Gross End User Sales*
----------- -----------------------------------
Annual Revenue (US Dollars) Initial Sale Renewal
--------------------------- ------------ -------
<S> <C> <C>
0 - 100,000 17.5% 10%
101,000 - 200,000 15.0% 7.5%
Over 200,000 12.5% 5.0%
</TABLE>

* Based on revenue received by RMSA for relicense and related services,
exclusive of taxes and governmental fees, where the amounts paid by the
end user of the Products are known to RMSA.

Additionally, commissions shall be payable equal to thirty percent of
revenue received by RMSA for relicense and related services, exclusive
of taxes and governmental fees, where the amounts paid by the end users
of the Products are not known to RMSA.

RMSA shall be entitled to a credit of US $_________ against the payment
of fees payable to Real Media USA hereunder.
<PAGE> 100
EXHIBIT F

COOPERATION AGREEMENT
<PAGE> 101
EXHIBIT F

COOPERATION AGREEMENT BETWEEN PUBLIGROUPE S.A. AND REAL MEDIA, INC.

Background

PubliGroupe has a strategic interest in developing its advertising activities in
interactive media at a worldwide scale through Real Media to a large extent. It
is committed to develop best possible synergies between its existing activities
in traditional media and the opportunities opened in interactive media,
particularly in developing close working relationships between its international
division, the Publicitas Promotion Network (PPN) and Real Media (RM).

PPN is a division of PubliGroupe which in the past and in the foreseeable future
has been and will be positioned as a media promotion and advertising sales
network. Real Media is a company partly owned by PubliGroupe which in the past
and in the foreseeable future will focus its core activities on developing
advertising solution for digital media, including interactive ad management
technology, online advertising sales and providing related media services.

Agreement

1. Advertising. The main purpose of this agreement ("THE AGREEMENT") is for
PPN and RM to develop synergies in advertising sales based on: (i) the
partnerships with print and online content publishers (the "PARTNERS"),
(ii) the relationships with advertisers and agencies (the "CLIENTS")
established by both parties.

The focus of the cooperation is to develop commercial offers for CLIENTS
which combine a print and an online component, so-called "Print Plus"
offers. These offers will be developed jointly with PARTNERS of both
companies and will be sold to CLIENTS in coordination by the sales
organizations of PPN and RM. Remuneration will be based on a commission
split agreement, to be defined within the Regional Agreements(9).

PPN will, in addition, use its reasonable efforts to promote RM as an
online sales organization of choice towards its PARTNERS. PPN will also
redirect any contacts with CLIENTS which specifically are looking for
advertising services in digital media. Any online advertising sales leads
generated by PPN for RM will be compensated by a share of RM's sales
commission, to be defined within the Regional Agreements(9).

RM commits to use its reasonable efforts to promote PPN as a transnational
print media representation and sales organization of choice towards its
PARTNERS, also active in print media, it has relationships with. RM will,
in addition, redirect any contacts with CLIENTS which specifically are
looking for print media advertising opportunities. Any print
<PAGE> 102
advertising sales leads generated by RM for PPN will be compensated by a
share of PPN's sales commission, to be defined within the Regional
Agreements(9).

2. Technology. PPN will use its reasonable efforts to promote Open AdStream
towards its PARTNERS as the technology of choice. Any sales leads generated
by PPN will be compensated by a 8% sales commission on the initial one year
Open AdStream licensing fee charged to the client.

3. Equal Pricing. PPN and RM will practice and get the guarantee from the
other party to always be in a position to offer the same-price
(best-price-practice) as the other party for the same offer.

4. Information. PPN and RM will share all information directly related to THE
AGREEMENT on a ongoing basis.

5. Confidentiality. Any information disclosed by one party to the other is
for the exclusive use of the other party for the purpose of THE AGREEMENT
and will not be disclosed to any third party unless such disclosure is
required by applicable law.

6. Promotion. PPN and RM will in their communication and promotion activities
promote one another. Both will refrain from activities which could
negatively affect the other party's image.

7. Employees. PPN and RM agree that any transfers of employees from one
company to the other have to be discussed and agreed on by the appropriate
management-level of each company before any contracts with employees are
negotiated or signed.

8. Competition. During the term of this Agreement, Real Media will not
actively seek relationships with companies that compete with PPN's Core
Business of i) the representation of print media for the sale and promotion
of advertising including print-plus programs, ii) the sale of advertising
in printed and electronic telephone and professional directories, and iii)
the creation and management of web sites, such as Autoweb in Europe ("PPN
Core Business") and PPN will not actively seek relationships with companies
that compete with Real Media's Core Business of i) the sale and promotion
of internet advertising, ii) the sale of advertising management technology
to web sites, and iii) the sale of media and marketing services to web
sites. Real Media may develop relationship(s) with a PARTNER that has a
relationship with a company that competes with a PPN Core Business as
defined above. PPN may develop relationship(s) with a PARTNER that has a
relationship with a company that competes with Real Media's Core Business
as defined above. In such an event each Party will use its reasonable best
efforts to convince the PARTNER to work with Real Media or PPN,
respectively. Each party agrees that it will not develop activities that
compete with each other's Core Businesses.

9. Term and Termination. THE AGREEMENT is valid for a period of three years
upon the date of signature. It will be renewed automatically for subsequent
periods of one year unless

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either party gives notice six months before. It can be terminated at any
time upon mutual agreement. PPN can terminate the agreement unilaterally
with a six month notice should (i) RM significantly change the focus of
its activities, or (ii) should PubliGroupe's share in RM's capital fall
under 40%.

THE AGREEMENT will be complemented by detailed Regional Agreements which
will be discussed and finalized in respect of the guidelines set in THE
AGREEMENT on a region-by-region-basis (US, Latin America, Europe,
Asia/Pacific) by the Regional Managing Directors of PPN and RM. The
Regional Agreements will be re-discussed on a yearly basis.

10. Effect of Termination. Upon the termination of this agreement, PPN and RM
regain full rights to work independently without any obligations towards
the other party.

11. Exclusions. This Agreement covers all regions and countries of the world
with the exclusion of Switzerland. All areas of advertising are covered by
this agreement with the exclusion of classified advertising, an area in
which both parties shall pursue opportunities independently.

12. Succession. This Agreement shall supercede and replace any and all existing
Agreements currently in place between the Parties that pertains to the
subject matter hereof.

13. Governing Law; Arbitration. This Agreement shall be governed by the laws of
Switzerland. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by binding arbitration
conducted before one arbitrator who is knowledgeable in the fields of law
and business applicable to this Agreement, or if a dispute pertains to
issues affecting the financial obligations of the Parties, the arbitrator
shall be a lawyer and a certified public accountant. The site of any such
arbitration shall be in Zurich, Switzerland. The judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Each Party shall bear its own costs and expenses, including fee
and expenses of counsel, associated with the arbitration. The arbitrator
shall not be empowered to award punitive damages to either Party.

Publigroupe S.A.
-------------------------------

Real Media, Inc.
-------------------------------

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<PAGE> 104
EXHIBIT G

TRADEMARK AND TRADENAME AGREEMENT
<PAGE> 105
EXHIBIT G

TRADEMARK AND TRADENAME AGREEMENT

THIS TRADEMARK AND TRADENAME AGREEMENT (the "Agreement"), is made
this ___ day of ___________, 2000 between REAL MEDIA, INC., a Delaware
corporation ("Real Media USA"), Real Media, S.A., a company, organized under the
laws of Switzerland ("RMSA"), and 51% owned subsidiary company of PubliGroupe,
S.A., a company organized under the laws of Switzerland ("PubliGroupe").

BACKGROUND

PubliGroupe and Real Media USA have entered into a Stock Purchase
Agreement dated February __, 2000 (the "Acquisition Agreement"). Pursuant to the
Acquisition Agreement, on the date hereof Real Media USA will acquire Real Media
Europe, S.A. and its subsidiaries ("Real Media Europe")from PubliGroupe, and
PubliGroupe will receive additional shares of Common and Preferred Stock of Real
Media USA. As a result of the transactions contemplated by the Acquisition
Agreement; PubliGroupe will become the owner of 51% of RMSA and Real Media USA
will become the owner of 49% of RMSA;

Real Media USA has created technology, which it refers to as the
AdStream system, for use in the management of online content as more fully
defined in the Technology Transfer Agreement of even date by and between the
parties hereto (the "Technology"). RMSA provides Online Content Providers in
Switzerland with integrated planning and placement of advertising and other
content on their online sites using the Technology and similar technology (the
"Business"). As used in this Agreement, an "Online Content Provider in
Switzerland" shall mean an online content provider whose primary offices are
located in Switzerland or which provides online content designed primarily for
readers in Switzerland and seeks advertising for products and services marketed
in Switzerland. Real Media USA and RMSA have entered into a Technology Transfer
Agreement (the "Technology Transfer Agreement") on this date, pursuant to which
Real Media USA will provide RMSA with the Technology and certain support
services. RMSA wishes to use the corporate name and trade name REAL MEDIA S.A.,
the trademark REAL MEDIA and the trademark ADSTREAM in connection with the
Business in Switzerland, and other marks developed in conjunction with the
business, pursuant to the terms of this Agreement.

It is a condition to the closing of the transactions contemplated by
the Acquisition Agreement that the parties enter into this Trademark and
Tradename Agreement.

TERMS

NOW, THEREFORE, for good and valuable consideration and intending to
be legally bound hereby, the parties agree as follows:

1. USE OF MARKS. Real Media USA grants RMSA the right to use, solely
in connection with the operation of the Business in Switzerland, the trade name
and corporate name REAL MEDIA S.A., the trademark REAL MEDIA, the trademark
ADSTREAM, and the
<PAGE> 106
trademark MEDIAEXPRESS and such other trademarks and tradenames as shall be
employed by Real Media USA in connection with the operation of the Business
outside Switzerland. RMSA shall not use the Marks or any variations of the Marks
in connection with any other service, product or business other than the
Business, or in any other country or territory other than Switzerland.

2. EXCLUSIVITY. During the term of this Agreement Real Media USA
will not use, and will not grant the right to any third party to use, the Marks
in connection with the Business in Switzerland. Real Media USA retains all
rights to use and license the use of the Marks outside Switzerland.

3. APPEARANCE OF MARKS. Real Media USA and RMSA will together
develop and agree upon advertisements, brochures, displays, and other
advertising or promotional material bearing the Licensed Mark.

4. REGULATORY MATTERS. To the extent that Real Media USA deems it
necessary or desirable to obtain approval of, record, or register this license,
or to record or register RMSA as a registered user of the Marks, RMSA shall
cooperate fully with Real Media USA or Real Media USA's designee (including the
execution of all documents which Real Media USA reasonably deems necessary or
desirable) in seeking such approval and effecting such recording or
registration, and in withdrawing or canceling any such approval, recording or
registration upon the termination of this Agreement.

5. REGISTRATION AND MAINTENANCE. Real Media USA makes no
representations or warranties that the Marks are available for use in
Switzerland, no representations or warranties as to the availability,
protectability, registrability, validity or enforceability of any Mark, and no
representations or warranties that RMSA's use of any Mark will not infringe the
rights of any third party. Real Media USA has no obligation to indemnify RMSA in
the event that RMSA's use of a Mark, conduct of the Business, or sale of a
product or service, infringes or is claimed to infringe the rights of any third
party. Notwithstanding the foregoing, Real Media USA will seek, in Real Media
USA's name, such registrations of the Marks as RMSA requests or Real Media USA
deems advisable, and take such steps as Real Media USA and RMSA together deem
prudent to protect the Marks against infringement, including RMSA preemptively
registering marks in Switzerland (following prior written notice to Real Media
USA of such intent to preemptively register) that will be transferred to Real
Media USA upon demand. RMSA shall fully cooperate with Real Media USA in the
taking of any such actions, and reimburse Real Media USA for the costs and fees
incurred in connection with the clearance, registration, maintenance, and
protection of the Marks in Switzerland. In the event that Real Media USA or its
counsel determines that a Mark is not available for use, registrable or
protectible in Switzerland, or that RMSA determines that the Business requires
marks in addition to the Marks, Real Media USA and RMSA will together select
such alternate or additional marks, and such alternate or additional marks will
be considered "Marks" under this Agreement, and Real Media USA will seek to
register them in Real Media USA's name. RMSA will not, directly or indirectly,
(i) prosecute any application for registration of any Mark, (ii) enter into

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<PAGE> 107
any agreement with any third party which in any way alters, diminishes or
restricts the rights of Real Media USA or RMSA in any Mark or places any
restrictions or conditions upon the use or appearance of any Mark, (iii)
prosecute or defend any action alleging infringement or similar action involving
the Marks, or (iv) take any other action that would prejudice or interfere with
the validity or Real Media USA's registration or ownership of any Mark.

6. INFRINGEMENT. If RMSA becomes aware of (i) any unauthorized use
or infringement by any third party of any Mark, and (ii) any assertion by any
third party that RMSA's use of any Mark constitutes trademark, service mark,
trade dress or trade name infringement, unfair competition or any other tortious
act, RMSA will promptly notify Real Media USA. Real Media USA and RMSA will
determine together in good faith what action Real Media USA should take, and
RMSA will fully cooperate with such action, bear the costs of such action, and
retain any amounts recovered. In the absence of such a determination, Real Media
USA may take such action as it deems advisable at its own expense and retain any
amounts recovered, and RMSA will fully cooperate with such action. If Real Media
USA notifies RMSA that the use of any Marks is adjudicated infringing or
unprotectable, or that Real Media had determined in its reasonable judgment to
settle any action by modifying or ceasing the use of any Mark, the RMSA will
immediately cease the use of such Mark or modify such Mark consistent with Real
Media USA's instructions.

7. TERM AND TERMINATION. This Agreement will continue in perpetuity
unless terminated upon the mutual agreement of Real Media USA and RMSA, or
unless terminated as follows:

(a) Real Media USA may terminate this Agreement on thirty (30)
days notice in the event that RMSA becomes insolvent, or is unable to pay its
debts when due, or makes any assignment for the benefit of creditors, or shall
file any petition under the bankruptcy or insolvency laws of any jurisdiction,
county or place, or be adjudicated bankrupt or insolvent.

(b) If Real Media USA on the one hand, or RMSA on the other
hand, breaches any of the terms and provisions of this Agreement or the
Technology Transfer Agreement, the non-breaching party may terminate this
Agreement after providing written notice describing such breach and the steps
needed to cure such breach, and allow the breaching party thirty (30) days after
the delivery of such notice in which to cure such breach. If the breach is not
cured, then this Agreement shall terminate sixty (60) days after the date of
delivery of notice. The failure of a party to terminate this Agreement for any
one or more acts or instances constituting a breach shall in no way be construed
as a waiver, express or implied, of such party's right to terminate for any
other act or instance of like or different nature.

8. EFFECT OF TERMINATION. Upon the termination of this Agreement
under operation of Sections 7(a) or 7(b) by reason of a breach by RMSA, (a)
RMSA's right to use the Marks and all of RMSA's other rights under this
Agreement shall cease, (b) RMSA shall immediately cease all use of the Marks and
all materials bearing the Marks, and shall not adopt or use any similar marks,
trade names, or corporate names, and (c) all of the other rights, duties and
obligations of the parties hereunder shall terminate except RMSA's obligations
to cooperate

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in Real Media USA's prosecution or defense of any infringement claims in
accordance with Section 6.

9. ASSIGNMENT; SUBLICENSING. The rights granted to RMSA under this
Agreement are personal to RMSA. Real Media USA does not grant, and nothing in
this Agreement shall be construed as granting, RMSA the right to directly or
indirectly sublicense or authorize others to use the Marks except as may be
granted to online content providers and advertisers for limited use of the Marks
on their own sites. RMSA may not directly or indirectly assign or transfer to
any third party all or any part of its rights or duties under this Agreement;
provided, however, that Real Media USA and RMSA may freely assign or transfer
their rights and obligations under this Agreement to a corporate affiliate or to
the successor of the business to which this Agreement relates.

10. MISCELLANEOUS.

(a) All notices, requests, consents and other communications
hereunder shall be in writing and shall be delivered in person, mailed by
certified or registered mail, return receipt requested, or sent by telecopier or
telex, addressed as follows: (i) if to Real Media USA: Real Media, Inc., 260
Fifth Avenue, New York, New York 10001, attention: President; with a copy to
Dechert Price & Rhoads, 4000 Bell Atlantic Tower, 1717 Arch Street,
Philadelphia, PA 19103, attention: Gil C. Tily, Esq.; and (ii) if to RMSA: c/o
PubliGroupe , S.A., Avenue des Mousquines 5, CH-1004, Lausanne, Switzerland,
with a copy to Squadron, Ellenoff, Plesent & Sheinfeld, LLP, 551 Fifth Avenue,
New York, New York 10176, attention: Joseph R. Rackman; or, in any such case, at
such other address or addresses as shall have been furnished in writing by such
party to the other.

(b) This Agreement shall be governed by the laws of the State
of New York, United States of America, and may be amended or modified only by a
writing executed by all parties, and shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns.

(c) The invalidity of any provision of this Agreement will not
affect the validity of the remaining provisions, and this Agreement will be
construed as if such invalid provision had been omitted.

(d) In the event of a breach by any party hereto of the terms
of this Agreement, the other party or parties hereto shall be entitled to all of
their remedies at law and in equity. The parties hereto acknowledge that a
breach of this Agreement will cause irreparable damage to the other party or
parties, the exact amount of which will be difficult or impossible to ascertain,
and that remedies at law for any such breach will be inadequate. Accordingly,
the parties hereto acknowledge that upon a breach of this Agreement, the other
party or parties shall be entitled to injunctive or other equitable relief,
without posting bond or other security.

(e) This Agreement sets forth all of the promises and
undertakings between the parties relating to the subject matter hereof and
supersedes all prior and

-4-
<PAGE> 109
contemporaneous agreements and understandings, express or implied, oral or
written with respect to the subject matter hereof.

(f) This Agreement has been written in the English language.
In the event of conflict between the English version and any version in any
other language, the English version shall prevail.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date and year first above written.

REAL MEDIA, INC.

By:___________________________
Name:
Title:

REAL MEDIA, S.A.

By:___________________________
Name:
Title:

-5-

<PAGE> 1
Exhibit 10.1

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES ACT AND MAY NOT BE TRANSFERRED WITHOUT
REGISTRATION UNDER SUCH ACTS OR AN OPINION OF COUNSEL, SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

REAL MEDIA, INC.

STOCK OPTION AGREEMENT

Date of Grant: ________________

This Stock Option Agreement (the "Agreement") is made and entered
into as of the date of grant specified above (the "Date of Grant"), by and
between REAL MEDIA, INC., a Delaware corporation (the "Company"), and
_______________________________________ ("Grantee").

WHEREAS, Grantee is employed by the Company as National Account
Manager, and as compensation for the services provided by the Grantee as
_______________________ of the Company, the Company desires to issue to the
Grantee an option to purchase the Company's Common Stock, par value $.001 per
share (the "Stock").

NOW THEREFORE, in consideration of the foregoing, the parties
hereto, intending to be legally bound hereby, agree as follows:

1. Grant of Option.

Subject to the terms and conditions hereinafter set forth, the
Company hereby grants to the Grantee an option to purchase up to three thousand
(3,000) shares of Stock at a price of two dollars and seventy cents ($2.70) per
share (the "Exercise Price"). Such option is hereinafter referred to as the
"Option", and the shares of Stock purchasable upon exercise of the Option are
hereinafter referred to as the "Option Shares".

2. Period for Vesting and Exercise of Option.

Subject to such further limitations as are provided herein,

(a) One eighth of the total Options granted under this Agreement shall
become exercisable ("vest") on August 15, 1999, and thereafter one eighth of the
total Options granted under this Agreement shall vest every 90 days after the
then most recent date on which one eighth of the Options have vested until all
such Options vest.

(b) Grantee may exercise the Options to purchase Option Shares at the
Exercise Price per Option Share until the Expiration Date (hereafter defined).

<PAGE> 2

(c) The Expiration Date shall be the earlier of (i) the tenth
anniversary of the date of Grant or (ii) ninety (90) days following the date the
Grantee's employment with the company ceases for any reason (including without
limitation, by death, disability, resignation or removal, with or without cause)
at which time this Agreement shall terminate.

(d) Notwithstanding the foregoing, in the event either (i) shares of the
Company's voting stock entitled to cast more than fifty percent (50%) of the
votes entitled to be cast by all voting stock or (ii) more than seventy-five
percent (75%) in value of the assets of the Company, are sold in one transaction
or in a series of related transactions, all of which occur within a period of
not more than ninety (90) days; then the Option shall immediately vest and
become exercisable with respect to all Option Shares not previously purchased in
the same manner and to the same extent as though the date of commencement of the
exercise period above prescribed had then arrived.

3. Manner of Exercise of Option.

(a) The Grantee (or his heirs, executors or administrators), may
exercise the option with respect to all or any part of the number of Option
Shares exercisable hereunder by giving the Secretary of the Company written
notice of exercise. The notice of exercise shall specify the number of Option
Shares as to which the Option is to be exercised and the date of exercise
thereof, which date shall be at least five (5) days after the giving of such
notice unless an earlier time shall have been mutually agreed upon.

(b) Notice of exercise of the Option shall be accompanied by a written
statement, signed by the Grantee (or his heirs, executors or administrators),
and in form satisfactory to the Company, that the shares are being purchased for
the Grantee's own account, for investment and not with a view to distribution,
and that the Grantee has no present intention of dividing his interest in the
shares with others or of reselling or otherwise disposing of the shares. The
certificates for Option Shares issued without registration with the Securities
and Exchange Commission shall bear a legend substantially in the following form:

"The Securities represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") or
applicable state securities laws (the "State Acts"), and shall not
be sold, pledged, hypothecated, donated, or otherwise transferred
(whether or not for consideration) by the holder except upon the
issuance to the Corporation of a favorable opinion of its counsel
and/or the submission to the Corporation of such other evidence as
may by satisfactory to counsel for the Corporation, to the effect
that any such transfer shall not be in violation of the Act or the
State Acts."

Such statement and legend shall not be required in the event the Option Shares
are registered with the Securities and Exchange Commission.

- 2 -

<PAGE> 3

(c) Full payment in U.S. dollars of the Exercise Price for the Option
Shares purchased shall be made in cash or by certified or bank cashier's check,
on or before the exercise date specified in the notice of exercise.

(d) on the exercise date specified in the Grantee's notice or as soon
thereafter as is practicable, the Company shall cause to be delivered to the
Grantee a certificate or certificates registered in the name of the Grantee for
the Option Shares then being purchased, upon full payment for such Option
Shares. in addition to the legend provided for in Section 3(b) hereof, if
required, said certificates shall be subject to the same restrictions and shall
bear the same legends as other shares of the Stock would be subject to and bear
if issued on the same date.

(e) if the Grantee fails to pay for any of the Option Shares specified
in such notice on or before the date specified in such notice or fails to accept
delivery thereof, the Grantee's right to purchase such Option Shares may be
terminated by the Company. The date specified in the Grantee's notice as the
date of exercise shall be deemed the date of exercise of the option, provided
that payment in full for the Option Shares to be purchased upon such exercise
shall have been received by such date.

4. Adjustments of and Changes in Stock.

If at any time the Company shall:

(i) take a record of the holders of its Stock for the purpose of
entitling them to receive a dividend payable in, or other distribution of,
additional shares of its Stock;

(ii) subdivide its outstanding shares of its Stock into a larger
number of shares of Stock; or

(iii) combine its outstanding shares of Stock into a smaller number
of shares of Stock;

then the number of Option Shares immediately after the occurrence of any such
event shall be adjusted to equal the number of shares of Stock which a record
holder of the number of Option Shares immediately prior to the occurrence of
such event would own or be entitled to receive after the happening of such
event. The Exercise Price per Option Share immediately after the occurrence of
any such event shall be adjusted by multiplying the Exercise Price by a
fraction, the numerator of which shall be the number of Option Shares
immediately prior to such occurrence and the denominator of which shall be the
number of Option Shares as adjusted pursuant to the preceding sentence.

5. No Rights as Stockholder Prior to Exercise.

The Grantee shall have none of the rights and privileges of a
stockholder of the Company with respect to any of the Option Shares prior to the
date of issuance of such Option Shares.

- 3 -

<PAGE> 4

6. Non-Transferability of Option, Option Shares; Entire Agreement.

(a) During the Grantee's lifetime, the Option hereunder shall be
exercisable only by the Grantee or any guardian or legal representative of the
Grantee, and the Option shall not be transferable except, in case of the death
of the Grantee, by will or the laws of descent and distribution, nor shall the
Option be subject to attachment, execution or other similar process. In the
event of (i) any attempt by the Grantee to alienate, assign, pledge, hypothecate
or otherwise dispose of the Option, except as provided for herein, or (ii) the
levy of any attachment, execution or similar process upon the rights or interest
hereby conferred, which shall not be released or discharged within thirty (30)
days after entry, the Company may terminate the option by notice to the Grantee
and it shall thereupon become null and void.

(b) Grantee may not offer, sell, transfer, pledge or mortgage Option
Shares to any person without the prior written consent of the Company except
pursuant to this Section 6(b).

(i) If the Grantee desires to sell any Option Shares, then prior
thereto, the Grantee shall first obtain a bona fide written offer from an
independent third party for the purchase for cash of such Option Shares (the
Option Shares being subject to the bona fide offer being hereinafter referred to
as the "Offered Option Shares"). The Grantee shall then deliver to the Company
written notice stating the terms of the bona fide offer, the name and address of
the person making the offer and a copy of the offer (hereinafter referred to as
the "Notice").

(ii) Simultaneously with delivery of the Notice, the Grantee shall
offer in writing to sell to the Company the Offered Option Shares, on terms at a
price per share at least as favorable to the Company as the price and terms
stipulated in the Notice (the "Offer Price"). The Company may (and, at the
written direction of the Company's Board of Directors, purchase all (but not
less than all) of the Offered Option Shares by delivering written notice thereof
to the Grantee within 45 days after receipt by the Company of the Notice.

(iii) If the Company does not exercise its option granted pursuant
to Section 6(b)(ii) hereof, the Grantee may sell all (but not less than all) of
the Offered Option Shares, but only to the person making, and in accordance with
the terms and conditions of, the bona fide offer accompanying the Notice, and
subject to the conditions that (i) such sale is consummated no later than 45
days following the expiration of the offer to the Company described in Section
6(b)(ii) hereof, and (ii) the purchaser agrees in writing to be bound by the
terms of this Agreement and the Stockholders Agreement dated August 31, 1996 by
and among the Company and the Company's stockholders as a stockholder by
executing counterparts to such agreements. if such sale has not been consummated
within such 45 day period, the offered Option Shares shall then become subject
to all the restrictions of this Agreement.

(iv) Should Grantee be deemed by the Company's Board of Directors
to have violated any of the restrictions set forth herein, the Company shall
have the right, but not the obligation, for a period of sixty (60) days
following such determination, to repurchase all of the Option Shares then owned
of record by Grantee at the Exercise Price.

- 4 -

<PAGE> 5

(c) This Agreement sets forth the entire agreement and understanding
between the parties as to the subject matter hereof and supersedes all prior
discussions, agreements and understandings of any and every nature between them.

7. Governing Law.

The validity, construction, interpretation and effect of this
Agreement shall exclusively be governed by and determined in accordance with the
law of the state of Delaware, except to the extent pre-empted by federal law,
which shall to that extent govern.

IN WITNESS WHEREOF, the parties having read the foregoing document
and having agreed to it, REAL MEDIA, INC. has caused its duly authorized
officers to execute and attest to this Agreement and to apply the corporate seal
hereto, and the Grantee has placed his signature hereon, effective as of the
Date of Grant.

ATTEST: REAL MEDIA, INC.

By:
- ------------------------------- --------------------------------
Its Secretary Its:
-------------------------------

-----------------------------------
Grantee

- 5 -

<PAGE> 1
Exhibit 10.2

REAL MEDIA, INC.
1999 EMPLOYEE STOCK OPTION PLAN

SECTION 1. PURPOSE

The purpose of the Real Media, Inc. 1999 Employee Stock Option Plan
(the "Plan") is to provide an additional incentive to directors, key employees,
independent contractors, agents and consultants of Real Media, Inc. (the
"Company"), to aid in attracting and retaining directors, employees, independent
contractors, agents and consultants of outstanding ability, and to align their
interests with those of shareholders.

SECTION 2. DEFINITIONS

Unless the context clearly indicates otherwise, the following terms,
when used in this Plan, shall have the meanings set forth in this Section 2.

(a) "BOARD" shall mean the Board of Directors of the Company.

(b) "CAUSE" means conduct on the part of a Grantee that involves
(i) a willful failure to perform the Grantee's duties, (ii) engaging in serious
misconduct that is injurious to the Company, or (iii) the Grantee's conviction
of or a plea of guilty or nolo contendere to a felony or other crime involving
moral turpitude.

(c) "CHANGE IN CONTROL" shall mean, following the effective date
of this Plan, the occurrence of any of the following events:

(i) the acquisition in one or more transactions by any
"Person" (as such term is used for purposes of Section
13(d) or Section 14(d) of the Exchange Act) but
excluding, for this purpose, the Company or its
Subsidiaries or any shareholder of the Company on the
date the Plan is adopted by the Board or any employee
benefit plan of the Company or its Subsidiaries, of
"Beneficial Ownership" (within the meaning of Rule 13d-3
under the Exchange Act) of 50% or more of the combined
voting power of the Company's then outstanding voting
securities (the "Voting Securities");

(ii) the individuals who, as of the effective date of the
Plan, constitute the Board (the "Incumbent Board") cease
for any reason to constitute at least a majority of the
Board; provided, however, that if the election, or
nomination for election by the Company's shareholders,
of any new Director was approved by a vote of at

<PAGE> 2

least a majority of the Incumbent Board, such new
Director shall be considered as a member of the
Incumbent Board, and provided further that any
reductions in the size of the Board that are instituted
voluntarily by the Incumbent Board shall not constitute
a Change in Control, and after any such reduction the
"Incumbent Board" shall mean the Board as so reduced;

(iii) a merger or consolidation involving the Company if the
shareholders of the Company, immediately before such
merger or consolidation, do not own, directly or
indirectly, immediately following such merger or
consolidation, more than 50% of the combined voting
power of the outstanding Voting Securities of the
corporation resulting from such merger or consolidation
or a complete liquidation or dissolution of the Company
or a sale or other disposition of all or substantially
all of the assets of the Company; or

(iv) acceptance by shareholders of the Company of shares
in a share exchange if the shareholders of the Company,
immediately before such share exchange, do not own,
directly or indirectly, immediately following such share
exchange, more than 50% of the combined voting power of
the outstanding Voting Securities of the corporation
resulting from such share exchange.

(d) "CODE" shall mean the Internal Revenue Code of 1986 and the
rules and regulations thereunder, as it or they may be amended from time to
time.

(e) "COMMITTEE" shall mean the full Board, Compensation Committee
of the Board or such other committee as may be designated by the Board. Once the
Company becomes Publicly Traded, the Committee shall consist of two or more
members of the Board who are "non-employee directors" under Rule 16b-3 and all
members of the Committee shall qualify as "outside directors" for purposes of
Section 162(m) of the Code.

(f) "DATE OF EXERCISE" shall mean the earlier of the date on which
written notice of exercise, together with payment in full, is received at the
office of the Secretary of the Company or the date on which such notice and
payment are mailed to the Secretary of the Company at its principal office by
certified or registered mail.

(g) "DIRECTOR" shall mean a member of the Board.

(h) "DISABILITY" means a medically determinable condition of a
permanent nature which, as determined by the Committee in a uniformly applied
manner, renders a Grantee

<PAGE> 3

incapable of fulfilling the duties and responsibilities that the Grantee was
performing for the Company and its Subsidiaries immediately prior to the on-set
of such condition.

(i) "EMPLOYEE" shall mean any employee or any officer of the
Company or any of its Subsidiaries, or any other person, who is an independent
contractor, agent or consultant of the Company or any of its Subsidiaries, and
excluding any Director who is not otherwise an employee of the Company. For the
purposes of any provision of this Plan relating to Incentive Stock Options, the
term "Employee" shall be limited to mean any employee (as that term is defined
under Code Section 3401(c)) or officer of the Company or any of its
Subsidiaries, but not any person who is merely an independent contractor, agent
or consultant of the Company or any of its subsidiaries.

(j) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

(k) "FAIR MARKET VALUE" of the Stock means, for all purposes of
the Plan unless otherwise provided (i) the mean between the high and low sales
prices of the Stock as reported on the National Market System or Small Cap
Market of the National Association of Securities Dealers, Inc., Automated
Quotation System, or any similar system of automated dissemination of quotations
of securities prices then in common use, if so quoted, or (ii) if not quoted as
described in clause (i), the mean between the high bid and low asked quotations
for the Stock as reported by a the National Quotation Bureau Incorporated or
such other source as the Committee shall determine, or (iii) if the Stock is
listed or admitted for trading on any national securities exchange, the mean
between the high and low sales price, or the closing bid price if no sale
occurred, of the Stock on the principal securities exchange on which the Stock
is listed. In the event that the method for determining the Fair Market Value of
the Stock provided for above shall either be not applicable or not be practical,
in the opinion of the Committee, then the Fair Market Value shall be determined
by such other reasonable method as the Committee, in its discretion, shall
select and apply.

(l) "GRANTEE" shall mean an Employee or Director granted a Stock
Option.

(m) "GRANTING DATE" shall mean the date on which the Committee
authorizes the issuance of a Stock Option for a specified number of shares of
Stock to a specified Employee or Director.

(n) "INCENTIVE STOCK OPTION" shall mean a Stock Option granted
under the Plan which is intended to qualify as an incentive stock option under
the provisions of Section 422 of the Code.

(o) "NONQUALIFIED STOCK OPTION" shall mean a Stock Option granted
within the Plan which is not an Incentive Stock Option.

(p) "PROGRESSIVE STOCK OPTION" shall mean a Stock Option granted
pursuant to Section 5(i) of the Plan.

3
<PAGE> 4

(q) "PUBLICLY TRADED" means the Company is required to register
shares of any class of common equity under Section 12 of the Exchange Act.

(r) "RETIREMENT" shall mean, unless otherwise provided by the
Committee, a Grantee's termination of service with the Company (other than for
Cause, death or Disability) on or after the Grantee's attainment of age 65 or on
or after any other retirement date referred to in the contract between the
Grantee and the Company or one of its Subsidiaries.

(s) "RULE 16b-3" shall mean Rule 16b-3 promulgated by the Securities
and Exchange Commission pursuant to the Exchange Act or any rule in replacement
thereof.

(t) "STOCK" shall mean the Common Stock, par value $.001 per share,
of the Company.

(u) "STOCK APPRECIATION RIGHT" shall mean a right granted pursuant
to the Plan to receive Stock, cash, or a combination thereof, upon the surrender
of the right to purchase all or part of the shares of Stock covered by a Stock
Option.

(v) "STOCK OPTION" shall mean an Incentive Stock Option or
Nonqualified Stock Option granted pursuant to the Plan to purchase shares of
Stock.

(w) "SUBSIDIARY" shall mean any subsidiary corporation, as defined
in Section 424(f) of the Code, of the Company.

4
<PAGE> 5

SECTION 3. SHARES OF STOCK SUBJECT TO THE PLAN

Subject to adjustment pursuant to Section 9, 263,188 shares of Stock
shall be reserved for issuance upon the exercise of Stock Options granted
pursuant to this Plan. Shares delivered under the Plan may be authorized and
unissued shares or issued shares held by the Company in its treasury. If any
Stock Options expire or terminate without having been exercised, the shares of
Stock covered by such Stock Option shall become available again for the grant of
Stock Options hereunder; provided, that any such shares shall count against the
maximum number of shares which may be issued to an Employee under the last
sentence of this Section. Similarly, if any Stock Options are surrendered for
cash pursuant to the provisions of Section 7, the shares of Stock covered by
such Stock Options shall also become available again for the grant of Stock
Options hereunder. Shares of Stock covered by Stock Options surrendered for
Stock pursuant to Section 7, however, shall not become available again for the
grant of Stock Options hereunder. Once the Company becomes Publicly Traded, in
no event may any Employee receive Stock Options for more than 50,000 shares of
Stock in any year.

SECTION 4. ADMINISTRATION OF THE PLAN

(a) The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan, the Committee shall have authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations relating to it, to
determine the terms and provisions of Stock Option grants, and to make all other
determinations necessary or advisable for the administration of the Plan.

(b) Once the Company becomes Publicly Traded, it is intended that
the Plan and any transaction hereunder meet all of the requirements of Rule
16b-3, as such rule is currently in effect or as hereafter modified or amended,
and all other applicable laws. If any provision of the Plan or any transaction
would disqualify the Plan or such transaction under, or would not comply with,
Rule 16b-3 or other applicable laws, such provision or transaction shall be
construed or deemed amended to conform to Rule 16b-3 or such other applicable
laws or otherwise shall be deemed to be null and void, in each case to the
extent permitted by law and deemed advisable by the Committee.

(c) Any controversy or claim arising out of or related to this
Plan shall be determined unilaterally by and at the sole discretion of the
Committee; and such determinations shall be conclusive and binding on all
persons and otherwise accorded the maximum deference permitted by law.

5
<PAGE> 6

SECTION 5. GRANTING OF STOCK OPTIONS

(a) Directors and Employees shall be eligible to receive Stock Options under
the Plan. Only employees of the Company and its Subsidiaries shall be eligible
to receive Incentive Stock Options under the Plan.

(b) The option price of each share of Stock subject to an
Incentive Stock Option shall be at least 100% of the Fair Market Value of a
share of the Stock on the Granting Date.

(c) The option price of each share of Stock subject to a
Nonqualified Stock Option shall in no event be less than the par value of the
Stock and shall be in an amount as the Committee shall determine appropriate to
the purposes of the Plan and to the Company's total compensation program.

(d) The Committee shall determine and designate from time to time
those persons who are to be granted Stock Options and whether the particular
Stock Options are to be Incentive Stock Options or Nonqualified Stock Options,
shall also specify in the applicable award agreement the number of shares
covered by and the option price per share of each Stock Option and shall set
forth the time at which the Stock Options shall vest and first become
exercisable. Each Stock Option granted under the Plan shall be clearly
identified as to its status as a Nonqualified Stock Option or an Incentive Stock
Option. To the extent a Stock Option does not qualify as an Incentive Stock
Option, it shall constitute a separate Nonqualified Stock Option.

(e) The aggregate Fair Market Value (determined at the time the
Stock Option is granted) of the Stock with respect to which Incentive Stock
Options are exercisable for the first time by any individual during any calendar
year (under all plans of the individual's employer corporation and its parent
and subsidiary corporations) shall not exceed $100,000.

(f) A Stock Option shall be exercisable during such period or
periods and in such installments as shall be fixed by the Committee at the time
the Stock Option is granted, as reflected in the applicable award agreement, or
in any amendment thereto; but each Stock Option shall expire not later than ten
years from the Granting Date.

(g) The Committee shall have the authority to grant both
transferable Nonqualified Stock Options and nontransferable Nonqualified Stock
Options, and to amend outstanding nontransferable Nonqualified Stock Options to
provide for transferability. Each Stock Option intended to qualify as an
Incentive Stock Option, and any other Nonqualified Stock Option intended to be
nontransferable, shall provide by its terms that it is not transferable other
than by will or the laws of descent and distribution, and is exercisable, during
the Grantee's lifetime, only by the Grantee. Each transferable Nonqualified
Stock Option may provide for such limitations on transferability and
exercisability as the Committee may designate at the time the Nonqualified Stock
Option is granted or is otherwise amended to provide for transferability.

6
<PAGE> 7

(h) Stock Options may be granted to an Employee or Director who
has previously received Stock Options or other options whether such prior Stock
Options or other options are still outstanding, have previously been exercised
or surrendered in whole or in part, or are canceled in connection with the
issuance of new Stock Options.

(i) Without in any way limiting the authority of the Committee to
make grants of Stock Options under the Plan, and in order to induce persons to
retain ownership of Stock, the Committee shall have the authority (but not the
obligation) to include within any award agreement reflecting a grant of a Stock
Option a provision entitling the Grantee of such a Stock Option to a further
Stock Option (a "Progressive Stock Option") in the event the Grantee exercises
such Stock Option evidenced by such agreement, in whole or in part, by
surrendering other shares of Stock in accordance with this Plan and the terms
and conditions of such agreement. Any such Progressive Stock Option shall be for
a number of shares of Stock equal to the number of surrendered shares, shall
become exercisable no sooner than six months after the Granting Date of the
Progressive Stock Option or such longer period as the Committee may establish,
shall have an option price per share equal to one hundred percent (100%) of the
Fair Market Value of a share of Stock on the Granting Date of the Progressive
Stock Option, and shall be subject to such other terms and conditions as the
Committee may determine.

(j) Notwithstanding the foregoing, the option price of an
Incentive Stock Option in the case of a Grantee who owns more than ten percent
of the total combined voting power of all classes of stock of the Company or any
of its Subsidiaries, will not be less than one-hundred-ten percent (110%) of the
Fair Market Value of the Stock at the Granting Date, and in the case of such a
Grantee, the Incentive Stock Option may be exercised no more than five years
after the Granting Date.

SECTION 6. EXERCISE OF STOCK OPTIONS

(a) Except as provided in Section 8, no Stock Option may be exercised at any
time unless the Grantee is an Employee or a Director on the Date of Exercise.

(b) The Grantee shall pay the option price in full on the Date of
Exercise of a Stock Option in cash, by check, or by delivery of full shares of
Stock of the Company, duly endorsed for transfer to the Company with signature
guaranteed, by any combination thereof or by such other mode of payment as the
Committee may approve, including payment through a broker in accordance with
procedures permitted by rules and regulations of the Federal Reserve Board.
Stock will be accepted at its Fair Market Value on the Date of Exercise.

(c) Subject to the approval of the Committee, or of such person to
whom the Committee may delegate such authority ("its designee"), and subject
further to the applicable regulations of any governmental authority, the Company
may loan to the Grantee a sum equal to an amount which is not in excess of 100%
of the purchase price of the shares of Stock acquired upon exercise of a Stock
Option, such loan to be evidenced by the execution and delivery of a promissory
note. All notes executed hereunder shall be payable at such times and in such

7
<PAGE> 8

amounts and shall contain such other terms as shall be specified by the
Committee or its designee or stated in the option agreement. Such note shall be
secured by a pledge of Stock or such other security, if any, as the Committee,
or its designee determines appropriate.

SECTION 7. STOCK APPRECIATION RIGHTS

(a) The Committee may grant to any Employee or Director, Stock Appreciation
Rights in connection with any Stock Option. Stock Appreciation Rights may be
granted at the time the related Stock Option is granted or at any time
thereafter up to six months prior to the expiration of the related Stock Option.

(b) Stock Appreciation Rights shall be exercisable at such times
and to the extent that the related Stock Option shall be exercisable and only to
the extent the Stock Appreciation Right has a positive value, unless the
Committee specifies a more restrictive period.

(c) Upon the exercise of a Stock Appreciation Right, the Grantee
shall surrender the related Stock Option or a portion thereof and shall be
entitled to receive payment of an amount determined by multiplying the number of
shares as to which the Stock Option rights are surrendered by the difference
obtained by subtracting the exercise price per share of the related Stock Option
from the Fair Market Value of a share of Stock on the Date of Exercise of the
Stock Appreciation Right.

(d) Payment of the amount determined under Section 7(c) shall be
made in Stock, in cash, or partly in cash and partly in Stock as the Committee
shall determine in its sole discretion.

(e) Once the Company becomes Publicly Traded, except as provided
in Section 10(b), the exercise of a Stock Appreciation Right for cash may be
made only during the period beginning on the third business day following the
release of quarterly or annual financial data and ending on the twelfth business
day following such date.

SECTION 8. TERMINATION OF SERVICE

Except as otherwise provided by the Committee in the applicable
award agreement, at the time a Stock Option is granted or of any amendment
thereto, if a Grantee ceases to be an Employee and a Director then:

(a) if termination of service is voluntary or involuntary without
Cause, the Grantee may exercise each Stock Option held by the Grantee within
three months after such termination (but not after the expiration date of the
Stock Option) to the extent each such Stock Option is vested and exercisable as
of the date of termination;

(b) if termination is for Cause, all Stock Options, whether or not
vested, held by the Grantee shall be canceled as of the date of termination;

8
<PAGE> 9

(c) subject to the provisions of Section 8(d), if termination is
(i) by reason of Retirement, or (ii) by reason of Disability, each Stock Option
held by the Grantee, to the extent each such Stock Option is vested and
exercisable at the date of termination, may be exercised by the Grantee within
the one-year period following the date of termination, but not later than the
expiration date of the Stock Option; provided that no Incentive Stock Option
held by such a Grantee may be exercised later than one year after the date of
termination;

(d) if termination is by reason of the death of the Grantee, or if
the Grantee dies after a termination due to Retirement or Disability as referred
to in Section 8(c), each Stock Option held by the Grantee, to the extent such
Stock Option is vested and exercisable at the date of death, may be exercised by
the Grantee's estate, or by any person who acquires the right to exercise the
Stock Option by reason of the Grantee's death, at any time within the one-year
period following such death, but not later than the expiration date of the Stock
Option; provided that no Incentive Stock Option held by such a Grantee may be
exercised later than one-year after the date of termination; or

(e) if the Grantee should die within three months after voluntary
termination of employment or involuntary termination without cause, as
contemplated in Section 8(a), each Stock Option held by the Grantee, to the
extent each such Stock Option is vested and exercisable at the date of such
death, may be exercised by the Grantee's estate, or by any person who acquires
the right to exercise by reason of the Grantee's death, at any time within the
one-year period following such death, but not later than the expiration date of
the Stock Option.

Notwithstanding the foregoing, termination of service as an
employee, director or independent contractor, agent or consultant shall not be
treated as a termination of service for purposes of this Section 8 if the
Grantee continues without interruption to serve immediately thereafter in
another one (or more) of such other capacities; provided that, with respect to
any Incentive Stock Option held by an employee, a termination of employment with
the Company and its Subsidiaries shall be treated as a termination of service
for purposes of this Section 8.

9
<PAGE> 10

SECTION 9. ADJUSTMENTS

In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate
structure or capitalization affecting the Stock, there shall be an appropriate
adjustment made by the Committee in the number and kind of shares that may be
granted in the aggregate and to individual Grantees under the Plan, the number
and kind of shares subject to each outstanding Stock Option and Stock
Appreciation Right and their option prices. If such transaction involves a
consolidation or merger of the Company with another entity, the sale or exchange
of all or substantially all of the assets of the Company or a reorganization or
liquidation of the Company, then in lieu of the foregoing, the Committee may
upon written notice to the Grantees provide that their Options shall terminate
on a date not less than 20 days after the date of such notice unless theretofore
exercised. In connection with such notice, the Committee may in its discretion
accelerate or waive any deferred exercise period.

SECTION 10. CHANGE IN CONTROL

(a) A Stock Option shall become immediately exercisable to the extent of
the total number of shares subject to the Stock Option in the event of a Change
in Control of the Company.

(b) Without limiting the generality of Section 7(e), the
Committee, as constituted immediately before the applicable Change in Control of
the Company, may authorize the payment of cash upon the exercise of a Stock
Appreciation Right during a period beginning on the date on which a Change in
Control of the Company occurs and ending on the twelfth business day following
such date.

SECTION 11. GENERAL PROVISIONS

(a) Each Stock Option shall be evidenced by a written award agreement
containing such terms and conditions, not inconsistent with the Plan, as the
Committee shall approve.

(b) The granting of a Stock Option in any year shall not give the
Grantee any right to similar grants in future years or any right to be retained
in the employ or other service of the Company or any Subsidiary or interfere in
any way with the right of the Company or such Subsidiary to terminate a
Grantee's employment or other service at any time.

(c) The Company shall have the right to deduct from any payment or
distribution under the Plan any federal, state or local taxes of any kind
required by law to be withheld with respect to such payments or to take such
other action as may be necessary to satisfy all obligations for the payment of
such taxes. In case distributions are made in shares of Stock, the Company shall
have the right to retain the value of sufficient shares of Stock to equal the
amount of tax to be withheld for such distributions or require a recipient to
pay the Company for any such taxes required to be withheld on such terms and
conditions prescribed by the Committee.

10
<PAGE> 11

(d) No Grantee shall have any of the rights of a shareholder by
reason of a Stock Option until it is exercised.

(e) If shares of Stock acquired upon exercise of an Incentive
Stock Option are disposed of in a disqualifying disposition within the meaning
of Section 422 of the Code by a Grantee prior to the expiration of either two
years from the date of grant of such Stock Option or one year from the transfer
of shares to the Grantee pursuant to the exercise of such Stock Option, or in
any other disqualifying disposition within the meaning of Section 422 of the
Code, such Grantee shall notify the Company in writing as soon as practicable
thereafter of the date and terms of such disposition and, if the Company (or any
affiliate thereof) thereupon has a tax-withholding obligation, shall pay to the
Company (or such affiliate) an amount equal to any withholding tax the Company
(or affiliate) is required to pay as a result of the disqualifying disposition.

(f) Each grant of Stock Options (or issuance of Shares in respect
thereof) is subject to the requirement that, if at any time the Committee
determines, in its discretion, that the listing, registration or qualification
of shares of Stock issuable pursuant to the Plan is required by any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the issuance of Options or shares of Stock, no shares shall be
issued, unless listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions in a manner acceptable to the
Committee.

(g) In the event that the disposition of stock acquired pursuant
to the Plan is not covered by a then current registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), and is not otherwise
exempt from such registration, such shares of Stock shall be restricted against
transfer to the extent required under the Securities Act, and the Committee may
require any individual receiving shares of Stock pursuant to the Plan, as a
condition precedent to receipt of such shares of Stock, to represent to the
Company in writing that such shares of Stock will be disposed of only if
registered for sale under the Securities Act or if there is an available
exemption for such disposition.

(h) This Plan shall be construed and enforced in accordance with
the laws of the State of Delaware (without regard to the legislative or judicial
conflict of laws rules of any state), except to the extent superseded by federal
law.

SECTION 12. AMENDMENT AND TERMINATION

(a) The Plan shall terminate 10 years from the date of Board approval of the
Plan, unless terminated earlier by the Board, and no Stock Option shall be
granted hereunder after that date, provided that the Board may terminate the
Plan at any time prior thereto.

(b) The Board may amend the Plan at any time without notice,
provided however, that the Board may not, without prior approval by the
shareholders, (i) make any amendment in the Plan that would, if such amendment
were not approved by the shareholders,

11
<PAGE> 12

cause the Plan to fail to comply with any requirement of applicable law or
regulation, or (ii) materially modify the requirements as to eligibility for
participation in the Plan.

(c) No termination or amendment of the Plan may, without the
consent of a Grantee to whom a Stock Option shall theretofore have been granted,
adversely affect the rights of such Grantee under such Stock Option.

SECTION 13. EFFECTIVE DATE

The Plan shall become effective as of the date it is approved by the
Board, subject to the Plan's approval by the Company's shareholders within 12
months of such date.

12
<PAGE> 13

1999 NSO-

_____ Shares

REAL MEDIA, INC.

1999 EMPLOYEE STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION CERTIFICATE

Real Media, Inc. (the "Company"), a Delaware corporation, hereby grants to
the person named below an option to purchase shares of Common Stock, par value
$0.001 per share, of the Company (the "Option") under and subject to the
Company's 1999 Employee Stock Option Plan (the "Plan") exercisable on the
following terms and conditions and those set forth on the reverse side of this
certificate:

Name of Grantee:
Address:
Social Security No.:
Number of Shares:
Option Price:
Date of Granting:

EXERCISABILITY SCHEDULE

<TABLE>
<CAPTION>
ELAPSED TIME FROM GRANTING DATE PERCENTAGE OF OPTION SHARES
- ------------------------------- AVAILABLE FOR PURCHASE
----------------------

<S> <C>
I Year 50%
I Year and 90 days 62.5%
1 Year and 180 days 75%
1 Year and 270 days 87.5%
2 Years 100%
</TABLE>

Expiration Date:

Special Provisions Regarding Rights if Grantee Ceases to
Perform Services for Company and its Subsidiaries:

Other Special Provisions:

The Option shall not be treated as an Incentive Stock Option under section
422 of the Intenal Revenue Code of 1986, as amended (the "Code").

<PAGE> 14

By acceptance of this Option, the Grantee agrees to the terms and
conditions hereof.

Dated: REAL MEDIA, INC.

By:
------------------------------
Name:
Title:

ACCEPTED:

- ------------------------------
[Name of Grantee]

<PAGE> 15

1999 ISO-1

_____ Shares

REAL MEDIA, INC.

1999 EMPLOYEE STOCK OPTION PLAN
INCENTIVE STOCK OPTION CERTIFICATE

Name of Grantee:
Address:
Social Security No.:
Number of Shares:
Option Price: $
Date of Granting:

EXERCISABILITY SCHEDULE

<TABLE>
<CAPTION>
ELAPSED TIME FROM GRANTING DATE PERCENTAGE OF OPTION SHARES
- ------------------------------- AVAILABLE FOR PURCHASE
----------------------

<S> <C>
I Year 50%
I Year and 90 days 62.5%
1 Year and 180 days 75%
1 Year and 270 days 87.5%
2 Years 100%
</TABLE>

Expiration Date:

SPECIAL PROVISIONS REGARDING RIGHTS IF GRANTEE CEASES
TO PERFORM SERVICES FOR COMPANY AND ITS SUBSIDIARIES:
Other Special Provisions:

Although this Option is intended to be treated as an Incentive Stock
Option under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), the Company does not and cannot guaranty or warranty that the Option
will be so treated. Certain acts of the Grantee such as disposing of the Stock
issued pursuant to this Option prior to the expiration of the holding periods
required under Code Section 422 will prevent this Option from being treated as
an Incentive Stock Option.

<PAGE> 16

By acceptance of this Option, the Grantee agrees to the terms and
conditions hereof.

Dated: REAL MEDIA, INC.

By:
------------------------------
Name:
Title:

ACCEPTED:

- ------------------------------
[Name of Grantee]

<PAGE> 17

REAL MEDIA, INC. 1999 EMPLOYEE STOCK OPTION PLAN

INCENTIVE STOCK OPTION TERMS AND CONDITIONS

2. Plan Incorporated by Reference. This Option is issued pursuant
to the terms of the Plan and may be amended as provided in the Plan. Capitalized
terms used and not otherwise defined in this certificate have the meanings given
to them in the Plan. This certificate does not set forth all of the terms and
conditions of the Plan, which are incorporated herein by reference. The
Committee administers the Plan and its determinations regarding the operation of
the Plan are final and binding. Copies of the Plan may be obtained upon written
request without charge from the President of the Company.

3. Option Price. The price to be paid for each share of Common
Stock issued upon exercise of the whole or any part of this Option is the Option
Price set forth on the face of this certificate.

4. Exercisability Schedule. This Option may be exercised at any
time and from time to time for the number of shares and in accordance with the
exercisability schedule set forth on the face of this certificate, but only for
the purchase of whole shares. This Option may not be exercised as to any shares
after the Expiration Date.

5. Method of Exercise. To exercise this Option, the Grantee shall
deliver written notice of exercise to the Secretary of the Company specifying
the number of shares with respect to which the Option is being exercised
accompanied by payment of the Option Price for such shares in cash, by certified
check or in such other form, including shares of Common Stock of the Company
valued at their Fair Market Value on the date of delivery, as the Committee may
at the time of exercise approve. Promptly following such notice, the Company
will deliver to the Grantee a certificate representing the number of shares with
respect to which the Option is being exercised.

6. Rights as a Stockholder or Employee. The Grantee shall not
have any rights in respect of shares as to which the Option shall not have been
exercised and payment made as provided above. The Grantee shall not have any
rights to continued employment by the Company or any Subsidiary by virtue of the
grant of this Option.

7. Recapitalization, Mergers, Etc. As provided in the Plan, in
the event of certain corporate transactions affecting the Company's outstanding
Common Stock, the Committee shall equitably adjust the number and kind of shares
subject to this Option and the exercise price hereunder. If such transaction
involves a consolidation or merger of the Company with another entity, the sale
or exchange of all or substantially all of the assets of the Company or a
reorganization or liquidation of the Company, then in lieu of the foregoing, the
Committee may upon written notice to the Grantee provide that this Option shall
terminate on a date not less than 20 days after the date of such notice unless
theretofore exercised. In connection with such notice, the Committee may in its
discretion accelerate or waive any deferred exercise period.

8. Option Not Transferable.

a. During the Grantee's lifetime, the Option hereunder
shall be exercisable only by the Grantee or any guardian or legal representative
of the Grantee, and the Option shall not be transferable except, in case of the
death of the Grantee, by will or the laws of

<PAGE> 18

descent and distribution, nor shall the Option be subject to attachment,
execution or other similar process. In the event of (i) any attempt by the
Grantee to alienate, assign, pledge, hypothecate or otherwise dispose of the
Option, except as provided for herein, or (ii) the levy of any attachment,
execution or similar process upon the rights or interest hereby conferred, which
shall not be released or discharged within thirty (30) days after entry, the
Company may terminate the Option by notice to the Grantee and it shall thereupon
become null and void.

b. Grantee may not offer, sell, transfer, pledge or
mortgage Option Shares to any person without the prior written consent of the
Company except pursuant to this Section 7(b).

(1) If the Grantee desires to sell any shares obtained
upon exercise of tile Option, then prior thereto, the Grantee shall first obtain
a bona fide written offer from an independent third party for the purchase for
cash of such shares (the shares being subject to the bona fide offer being
hereinafter referred to as the "Offered Option Shares"). The Grantee shall then
deliver to the Company written notice stating the terms of the bona fide offer,
the name and address of the person making the offer and a copy of the offer
(hereinafter referred to as the "Notice").

(2) Simultaneously with delivery of the Notice, the
Grantee shall offer in writing to sell to the Company the Offered Option Shares,
on terms at a price per share at least as favorable to the Company as the price
and terms stipulated in the Notice (the "Offer Price"). The Company may (and, at
the written direction of the Board, shall) purchase all (but not less than all)
of the Offered Option Shares by delivering written notice thereof to the Grantee
within 45 days after receipt by the Company of the Notice.

(3) If the Company does not exercise its option
granted pursuant to Section 7(b)(ii) hereof, the Grantee may sell all (but not
less than all) of the Offered Option Shares, but only to the person making, and
in accordance with the terms and conditions of, the bona fide offer accompanying
the Notice, and subject to the conditions that (I) such sale is consummated no
later than 45 days following the expiration of the offer to the Company
described in Section 7(b)(ii) hereof, and (II) the purchaser agrees in writing
to be bound by the terms of this Agreement and the Amended and Restated Voting
and Stockholders Agreement dated April 8, 1998 by and among the Company and the
Company's stockholders as a stockholder by executing counterparts to such
agreements. If such sale has not been consummated within such 45 day period, the
Offered Option Shares shall then become subject to all the restrictions of this
Agreement.

(4) Should Grantee be deemed by the Board to have
violated any of the restrictions set forth herein, the Company shall have the
right, but not the obligation, for a period of sixty (60) days following such
determination, to repurchase all of the shares obtained upon exercise of the
Option then owned of record by Grantee at the Option Price.

9. Compliance with Securities Laws. It shall be a condition to
the Grantee's right to purchase shares of Common Stock hereunder that the
Company may, in its discretion, require (a) that the shares of Common Stock
reserved for issue upon the exercise of this Option shall have been duly listed,
upon official notice of issuance, upon any national securities exchange or
automated quotation system on which the Company's Common Stock may then be
listed or quoted, (b) that either (i) a registration statement under the
Securities Act of

<PAGE> 19

1933 with respect to the shares shall be in effect, or (ii) in the opinion of
counsel for the Company, the proposed purchase shall be exempt from registration
under that Act and the Grantee shall have made such undertakings and agreements
with the Company as the Company may reasonably require, and (c) that such other
steps, if any, as counsel for the Company shall consider necessary to comply
with any law applicable to the issue of such shares by the Company shall have
been taken by the Company or the Grantee, or both. The certificates representing
the shares purchased under this Option may contain such legends as counsel for
the Company shall consider necessary to comply with any applicable law.

10. Payment of Taxes. The Grantee shall pay to the Company, or
make provision satisfactory to the Company for payment of, any taxes required by
law to be withheld with respect to the exercise of this Option. The Committee
may, in its discretion, require any other Federal or state taxes imposed oil the
sale of the shares to be paid by the Grantee. In the Committee's discretion,
such tax obligations may be paid in whole or in part in shares of Common Stock,
including shares retained from the exercise of this Option, valued at their Fair
Market Value on the date of delivery. The Company and Its Subsidiaries may, to
the extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the Grantee.

<PAGE> 1
Exhibit 10.4

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF BLACKOUT
OF THE TEXT (THE "MARK"). THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE
SECRETARY OF THE COMMISSION WITHOUT THE MARK PURSUANT TO THE COMPANY'S
APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 UNDER THE
SECURITIES ACT.

STOCK PURCHASE AGREEMENT

This Agreement is made April 8, 1998 between REAL MEDIA, INC., a Delaware
corporation ("Real Media"), and ADVANCE INTERNET INC., a New Jersey corporation
("Advance").

Subject to the terms and conditions herein, the parties agree as follows:

ARTICLE I
SALE AND PURCHASE

1.1. SALE AND PURCHASE OF SHARES. Simultaneously with the execution and
delivery of this Agreement, Real Media is issuing and selling to Advance, and
Advance is purchasing from Real Media, free and clear of all claims, liens,
security interests and other encumbrances ("Liens"), Two Million One Hundred
Ninety-Five Thousand (2,195,000) shares of the common stock, $.001 par value, of
Real Media (the "Shares").

1.2. CONSIDERATION. In consideration of the sale of the Shares, Advance is
paying Real Media on the date hereof, by wire transfer of immediately available
funds, an aggregate of Three Million Dollars ($3,000,000).

1.3. STOCKHOLDERS AGREEMENT. In connection with the sale and purchase of
the Shares, Real Media, Advance and the current shareholders of Real Media are
simultaneously with the execution hereof entering into an Amended and Restated
Voting and Stockholders Agreement (the "Stockholders Agreement").

ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF ADVANCE

2.1. REPRESENTATIONS AND WARRANTIES OF ADVANCE. Advance represents and
warrants to Real Media as follows:

2.1.1. EXISTENCE AND POWER. Advance is a corporation validly
existing and in good standing under the laws of the State of New Jersey and has
the full corporate power and authority to enter into and perform this Agreement
and to carry on its business as now conducted.

2.1.2. AUTHORIZATION. The execution, delivery and performance of this
Agreement by Advance have been duly authorized by all necessary action, and this
Agreement constitutes the valid and binding obligation of Advance enforceable
against it in accordance with its terms, except to the extent enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights in general and
subject to general principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law).

<PAGE> 2

2.1.3. NO CONFLICTS; CONSENTS. Except for conflicts, breaches,
terminations, accelerations, defaults and violations specified in (b) and (c)
below that could not reasonably be expected to have a material adverse effect on
Advance's ability to perform its obligations under this Agreement, the
execution, delivery and performance of this Agreement by Advance will not: (a)
violate or conflict with the Certificate of Incorporation or By-Laws of Advance;
(b) conflict with, or result in the breach, termination or acceleration of, or
constitute a default under, any lease, agreement, commitment or other instrument
to which Advance is a party or by which it or its properties are bound; (c)
constitute a violation of any law, regulation, order, writ, judgment, injunction
or decree applicable to Advance or any of its properties or (d) require any
governmental consent or approval.

2.1.4. INVESTMENT REPRESENTATION. The Shares purchased by Advance
pursuant to this Agreement are being acquired for investment only and not with a
view to any resale or distribution thereof, in whole or in part, in violation of
the Securities Act of 1933, as amended, and to the best knowledge of Advance,
the Shares have not been offered to, or acquired by, it through any
advertisement or general solicitation.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF REAL MEDIA

3.1. REPRESENTATIONS AND WARRANTIES OF REAL MEDIA. Real Media represents
and warrants to Advance as follows:

3.1.1. EXISTENCE AND POWER. Real Media is a corporation validly
existing and in good standing under the laws of the State of Delaware and has
the full corporate power and authority to enter into and perform this Agreement
and to carry on its business as now conducted and to own, lease and operate its
properties as it now does. Real Media is qualified to do business as a foreign
corporation in all jurisdictions where the failure to be so qualified would have
a material adverse effect on Real Media's assets, business or properties.

3.1.2. AUTHORIZATION. The execution, delivery and performance of this
Agreement by Real Media have been duly authorized by all necessary action, and
this Agreement constitutes the valid and binding obligation of Real Media
enforceable against it in accordance with its terms, except to the extent
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors', rights
in general and subject to general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).

<PAGE> 3

commitment or other instrument to which Real Media is a party or by which it or
its properties are bound; (c) constitute a violation of any law, regulation,
order, writ, judgment, injunction or decree applicable to Real Media or any or
its properties; (d) require any governmental consent or approval; or (e) result
in the creation of any Lien upon the properties or assets of Real Media.

3.1.4. LITIGATION. There is no litigation or proceeding or any
governmental investigation pending or, to the knowledge of Real Media,
threatened, nor is there any order, injunction or decree outstanding, against
Real Media that could reasonably be expected to have a material adverse effect
on Real Media or its ability to perform its obligations under this Agreement.

3.1.5. SUBSIDIARIES. Real Media does not own any equity interest in
any other business.

3.1.6. RECORDS. The copies of the Articles of Incorporation and
By-Laws of Real Media that have been delivered to Advance are complete and
correct, and the minute books of Real Media that have been exhibited to Advance
are complete and correct in all material respects as of the date hereof.

3.1.7. CAPITALIZATION. Schedule 3.1.7 sets forth the authorized
capital stock of Real Media, the number of issued and outstanding shares
thereof, the name of each owner of record and each beneficial owner and the
number of shares owned by each. All of the issued and outstanding shares of
capital stock of Real Media were duly authorized for issuance and are validly
issued, fully paid and nonassessable.

Except as set forth on Schedule 3.1.7, there are no outstanding options or
rights of any kind to acquire any capital stock or any securities convertible
into any capital stock of Real Media, nor are there any obligations to issue any
such capital stock, rights or securities. Except as provided in the Stockholders
Agreement, there are no restrictions of any kind on the transfer of the
outstanding capital stock of Real Media, except those imposed by applicable
federal and state securities laws. Except as set forth in the Stockholders
Agreement or as set forth on Schedule 3.1.7, there are no contracts or other
understandings (whether formal or informal, written or oral, firm or contingent)
that require or may require Real Media to repurchase any of its capital stock,
nor are there any preemptive or similar rights with respect to Real Media's
capital stock. Except as set forth in the Stockholders Agreement, neither Real
Media nor, to the best of Real Media's knowledge, any shareholder of Real Media
is a party to any voting agreement, voting trust, proxy or any other agreement
or understanding with respect to the voting of any capital stock of Real Media,
or any agreements with respect to the transferability, purchase or redemption of
any capital stock of Real Media. Upon transfer of the Shares pursuant to this
Agreement, Advance will own twenty-four and four/tenths percent (24.4%) of the
total capital stock of Real Media.

3.1.8. FINANCIAL STATEMENTS. The unaudited balance sheet of Real
Media at December 31, 1997 and the related unaudited statements of income and
cash flows of Real Media for the twelve months then ended previously provided to
Advance have been prepared in accordance with generally accepted accounting
principles ("GAAP"), consistently applied at

<PAGE> 4

such dates and for such periods, and present fairly the financial condition and
results of operations of Real Media at such dates and for such periods. There is
no material liability or obligation of any kind, whether accrued, absolute,
fixed or contingent, of Real Media that is not reflected or reserved for in such
financial statements as of their respective dates, other than liabilities
incurred in the ordinary course of business since December 31, 1997.

3.1.9. ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December 31, 1997,
Real Media has operated its business only in the ordinary course consistent with
past practice, and there has not been with respect to Real Media:

(a) any change, development or other event that could
reasonably be expected, individually or in the aggregate, to have a material
adverse effect on Real Media;

(b) any incurrence of indebtedness for money borrowed or the
creation of any Lien on any properties or assets (whether tangible or
intangible);

(c) any general increase in the salaries, wages, compensation,
bonuses, commissions or pension or other benefits payable by Real Media to its
directors, officers, employees or agents, or any specific increase in any of the
foregoing payable by Real Media to any director, officer, employee or agent;

(d) the entering into any new or amended agreement, plan,
policy, program or arrangement to pay pensions, profit sharing, deferred
compensation, retirement allowances or other employee benefits to any director,
officer, employee or agent, whether past or present, including any severance or
consulting arrangement;

(e) any termination, discontinuance, closing or disposition of
any plant, facility or business operation, any lay-offs of employees or
implementation of any early retirement or separation program;

(f) any transfer or grant of any rights under or in respect of
any agreements, leases, licenses or intellectual property;

(g) any capital expenditure, except those made in the ordinary
course of business consistent with past practice which did not exceed $50,000 in
the aggregate;

(h) any material damage, destruction or loss (not covered by
insurance) to any physical assets or properties of Real Media in excess of
$50,000 in book value in the aggregate;

(i) any declaration, setting aside or payment of any dividend
or other distribution on or in respect of its shares of capital stock or any
direct or indirect redemption, retirement, purchase or other acquisition of any
such shares; or

(j) any announcement or agreement to do any of the foregoing.

<PAGE> 5

3.1.10. TAXES. Real Media has (a) filed with the appropriate federal,
state and local taxing authorities all tax returns required to be filed by or
with respect to Real Media, and those tax returns are correct and complete in
all material respects, and (b) paid in full or made adequate provision for the
payment of all taxes shown to be due on those tax returns. Real Media has not
received any notice of deficiency or assessment from any federal, state or local
taxing authority with respect to liabilities for taxes that have not been fully
paid or finally settled.

3.1.11. MATERIAL CONTRACTS. Set forth on Schedule 3.1.11 is a list
of: (a) each commitment or agreement to which Real Media is a party for the
purchase of any materials, supplies or services that involves or will involve an
expenditure by Real Media of more than $50,000; (b) each personal property lease
under which Real Media is either a lessor or lessee that involves annual
payments or receipts of more than $50,000; (c) each agreement with customers
that involves annual payments to Real Media of more than $50,000; (d) each
agreement between Real Media, on the one hand, and any of its affiliates,
associates or shareholders, on the other hand; (e) each other commitment,
agreement and instrument (including, without limitation, mortgages, indentures
and other agreements and instruments relating to indebtedness for borrowed
money) to which Real Media is a party or by which it or its properties are bound
that requires annual payments by Real Media of more than $50,000. In this
Agreement, the term "Material Contract" means any commit-ment, agreement, lease,
order or instrument required to be disclosed under this Section 3.1.11.

3.1.12. REAL PROPERTY. Set forth on Schedule 3.1.12 is a brief
description of each lease of real property to which Real Media is a party and
all real property owned by Real Media.

3.1.13. DEFAULTS. Real Media is not in default under any Material
Contract or real property lease, which may reasonably be expected to result in a
termination of the Material Contract or real property lease or a claim for
material damages thereunder. Real Media is not in default of any payment
obligation under any loan or credit agreement to which it is a party. No party
has notified Real Media of its intention to cease to perform any of its
obligations under any Material Contract or real property lease and each of the
Material Contracts and real property leases is in full force and effect.

3.1.14. AGREEMENTS REGARDING EMPLOYEES. Real Media is not a party to
or bound by any collective bargaining or similar labor agreement and is not
aware of efforts or actions by any employees to organize or join a labor union
or similar organization for collective bargaining purposes. Real Media is in
compliance in all material respects with all applicable laws and regulations
respecting labor, employment, fair employment practices, terms and conditions of
employment and wage and hour restrictions. Real Media is not a party to or bound
by any agreement, arrangement or understanding with any current or former
employee or consultant that cannot be terminated by Real Media on notice of
sixty (60) days or less without material liability to it. Set forth on Schedule
3.1.14 is a list of all employees of Real Media and their cash compensation as
of the date of this Agreement. No senior officer or key employee or group
thereof has notified Real Media that he, she or they intend to terminate his,
her or their employment with Real Media, and Real Media does not have a present
intention to terminate any

<PAGE> 6

senior officer or key employee or group thereof. There are no existing or
threatened disputes involving the current or former employees of Real Media.

3.1.15. PROPRIETARY RIGHTS. Set forth on Schedule 3.1.15 is a list of
all patents, trademarks, trade names, service marks, copyrights (other than
routine promotional and similar materials) and applications therefor owned or
used or held for use by Real Media ("Proprietary Rights"), specifying as to
each, as applicable: (a) the nature of the Proprietary Right; (b) the user of
the Proprietary Right; and (c) material licenses, sublicenses and other
agreements to which Real Media is a party and pursuant to which any person is
authorized to use the Proprietary Right. Real Media has used the Proprietary
Rights without infringing any other party's rights and is not a party in any
pending or, to the best of Real Media's knowledge, threatened suit, action or
proceeding that involves a claim of infringement of any Proprietary Right. No
Proprietary Right is subject to any outstanding order, judgment, decree,
stipulation or agreement restricting its use by Real Media or restricting the
licensing thereof to any person by Real Media.

3.1.16. ENVIRONMENTAL MATTERS. Real Media is in compliance in all
material respects with all applicable federal, state and local laws, ordinances,
regulations, rules or administrative orders relating to employee health and
safety, air, water and noise pollution or otherwise relating to public health
and safety or environmental protection (including the protection of endangered
species), or the use, generation, manufacture, accumulation, storage, discharge,
release, disposal or transportation of hazardous materials.

3.1.17. PERMITS AND LICENSES. Real Media has all material permits,
licenses, franchises and other authorizations necessary for the conduct of its
business as currently conducted, and all such permits, licenses, franchises and
authorizations are valid and in full force and effect.

3.1.18. RELATED PARTY TRANSACTIONS. Other than the Stockholders
Agreement, Real Media is not engaged in any transaction with any of its
shareholders or any of their affiliates or associates.

3.1.19. INSURANCE. The insurance policies Real Media has in effect in
the aggregate constitute adequate insurance for the business in which Real Media
is engaged within accepted industry standards.

3.1.20. COMPLIANCE WITH LAW. Real Media is not in violation of any
applicable law, regulation, ordinance or other requirement of any governmental
body or court, which violations in the aggregate would have a material adverse
effect on Real Media, and no written notices have been received by Real Media
alleging any such violations.

ARTICLE IV
COVENANTS OF REAL MEDIA

4.1. BOOKS AND RECORDS. Real Media will maintain current and complete
records and books of account, in which will be entered fully and accurately all
transactions of the company.

<PAGE> 7

The books of Real Media shall be kept on an accrual basis of accounting in
accordance with GAAP. All such books and records shall be maintained at the
principal offices of Real Media and shall be available for inspection and
copying by Advance or its duly authorized representatives, at its own expense,
during normal business hours.

4.2. FINANCIAL REPORTS AND NOTICES OF MATERIAL LITIGATION. Real Media
shall prepare and deliver to Advance:

(a) Promptly upon availability, but in any event within thirty days
of the end of each month, (i) a consolidated balance sheet as of the end of such
month; and (ii) consolidated statements of income or loss and of cash flows for
the interim period through the end of such month and for the month then ended,
and setting forth in each case in comparative form the figures for such previous
fiscal periods and comparisons to the budget, with an explanation of all
material variances;

(b) Promptly upon availability but in any event within forty days of
the end of each quarter, (i) a consolidated balance sheet as of the end of such
quarter; and (ii) consolidated statements of income or loss and of cash flows
for the interim period through the end of such quarter and for the quarter then
ended, and setting fourth in each case in comparative form the figures for such
previous fiscal periods and comparisons to budget, with an explanation of all
material variances;

(c) Promptly upon availability but in any event within sixty days of
the end of each fiscal year of Real Media, a consolidated balance sheet of the
company as of the end of such fiscal year, and a consolidated statement of
income or loss and a statement of cash flows for such fiscal year, all in
reasonable detail, setting forth in each case in comparative form the figures
for the previous year, with an explanation of all material variances, certified
by Real Media's auditors;

(d) With reasonable promptness, such other financial information and
reports, which shall include (without limitation) a summary of intercompany
transactions and payments and transactions between Real Media and its
stockholders and a statement of income for each of its subsidiaries, if any, and
such projections as from time to time may be requested by Advance; and

(e) prompt notice of the commencement or institution by or against
Real media of any dispute, litigation, suit, action or other proceeding before
any court or other governmental, administrative or taxing authority which Real
Media in good faith determines is reasonably likely to have a material adverse
effect upon Advance or any of its affiliates.

4.3. ADVERTISING REPRESENTATION. Real Media will not enter into any
agreement or arrangement with any third party that would preclude or restrict it
in any way from representing Advance or any of Advance's affiliates with respect
to the solicitation and sale of advertising on the Internet.

<PAGE> 8

4.4. PRODUCTION. At any time that Real Media is to create or provide for
the creation of custom content sponsorship or other feature sections, it will
provide Advance's subsidiary Journal Square Interactive ("JSI") with the
opportunity to propose a price and other terms for performance of such project,
will give any such proposal all due consideration and will engage JSI to perform
the project if the price and terms proposed are not materially less favorable to
Real Media than the price and terms proposed by a third party.

ARTICLE V
INDEMNIFICATION

5.1. INDEMNIFICATION BY REAL MEDIA. Subject to the provisions of this
Article V, Real Media shall indemnify and hold Advance harmless from and against
all losses, liabilities, damages and expenses (including reasonable attorneys'
fees) ("Losses") resulting from any breach of representation or warranty or
failure to perform any covenant or agreement by Real Media under this Agreement.

5.2. INDEMNIFICATION BY ADVANCE. Subject to the provisions of this Article
V, Advance shall indemnify and hold Real Media harmless from and against all
Losses resulting from any breach of representation or warranty or failure to
perform any covenant or agreement by Advance under this Agreement.

5.3. TIME AND MANNER OF CERTAIN CLAIMS. The representations, warranties,
covenants and agreements contained in this Agreement shall survive the execution
and delivery hereof for a period of three years, except for the covenants
contained in Article IV hereof, which shall survive as long as Advance owns any
Shares of Real Media. Any notice of claim hereunder shall set forth the
representation, warranty, covenant or agreement with respect to which the claim
is made, the facts giving rise to and the alleged basis for the claim and the
amount of liability asserted by reason of the claim.

5.4. DEFENSE OF CLAIMS BY THIRD PARTIES. If any claim is made against any
person or entity that, if sustained, would give rise to a liability of a party
for breach of representation or warranty or failure to perform any covenant or
agreement under this Agreement, the parties shall cooperate to cause notice of
the claim to be delivered promptly to the party who may be liable under this
Agreement, and shall afford that party and its counsel, at that party's sole
expense, the opportunity to defend or settle the claim.

ARTICLE VI
MISCELLANEOUS

6.1. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed wholly in New York.

<PAGE> 9

sent to the appropriate party at its address or facsimile number given below (or
at such other address or facsimile number for that party as shall be specified
by notice given under this Section 6.2):

if to Real Media, to:

Real Media, Inc.
32 East 31st Street
New York, NY 10016
Attention: David Morgan
Tel: (212) 725-4537
Fax: (212) 725-4573

with a copy co:

Dechert Price & Rhoads
Princeton Pike Corporate Center
997 Lenox Drive
Building 3, Suite 210
Lawrenceville, NJ 08648
Attention: Gil C. Tily, Esq.
Tel: (609) 620-3224
Fax: (609) 620-3259

if to Advance, to:

Advance Internet Inc.
30 Journal Square, Suite 400
Jersey City, NJ 07306
Attention: Donald Perri
Tel: (201) 459-2851
Fax: (201) 418-7675

with a copy to:

Sabin, Bermant & Gould
350 Madison Avenue
New York, New York 10017
Attention: Emily M. Beck, Esq.
Tel: (212) 692-4453
Fax: (212) 692-4406

All such notices and communications shall be deemed received upon (a)
actual receipt by the addressee, (b) actual delivery to the appropriate address
or (c) in the case of a facsimile transmission, upon transmission by the sender
and issuance by the transmitting machine of a

<PAGE> 10

confirmation slip confirming the number of pages constituting the notice have
been transmitted without error.

6.3. FURTHER ASSURANCES. From time to time, each party shall take such
action and execute and deliver such documents as the other may reasonably
request to carry out the transactions contemplated by this Agreement.

6.4. FEES AND EXPENSES. Neither party shall be responsible for the other's
fees or expenses, including, without limitation, those in connection with the
transactions contemplated by this Agreement and the Stockholders Agreement.

6.5. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be considered an original, but both of which together shall
constitute the same instrument.

6.6. ENTIRE AGREEMENT. This Agreement and the Stockholders Agreement
contain a complete statement of all the arrangements between the parties with
respect to its subject matter, supersede all existing agreements between them
with respect to that subject matter, may not be changed or terminated orally and
any amendment or modification must be in writing and signed by the party to be
charged.

REAL MEDIA, INC.

By: /S/ David Morgan
----------------------------
Name: David Morgan
Title: President

ADVANCE INTERNET INC.

By: /S/ Donald Perri
----------------------------
Name: Donald Perri
Title:

<PAGE> 11

CAPITALIZATION SCHEDULE 3.1.7

<TABLE>
<CAPTION>
PERSON STOCK OPTIONS TOTAL
------ ----- ------- -----
<S> <C> <C> <C>
David Morgan 1,088,000 20,000 1,108,000
Gil Beyda 1,004,000 10,000 1,014,000
Mark Pinney 1,044,000 121,720 1,165,720
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
* * * *
-------------- --------------
3,440,000 560,000 4,000,000

PUBLIGROUPE 2,800,000

AUTHORIZED:

COMMON STOCK 9,000,000 to be amended to 18,000,000
PREFERRED STOCK 9,000,000
</TABLE>

* Confidential treatment requested
<PAGE> 12

MATERIAL CONTRACTS SCHEDULE 3.1.11

(a) Purchase of materials, supplies, and services involving expenditure
of more than $50,000

Microserve (contract provided)

(b) Personal property lease involving payments of more than $50,000

none

(d) Agreement between Real Media and associates

Technology Transfer Agreement with Publigroupe dated as of
April 6, 1998

(e) Other agreements involving payments of more than $50,000

none

Other contracts provided: Netscape, Lexis-Nexis, Business Week, Deloitte &
Touche, DoubleByte.

<PAGE> 13

REAL PROPERTY SCHEDULE 3.1.12

Description of each lease of real property

32 East 31st Street, 9th floor, New York, NY 10016
- $2,500 per month through September 1998
- $2,625 per month through September 1999

270 Commerce Drive, Suite 6000, Fort Washington, PA 19034
- $1,000 per month - month to month lease with 60 days notice

2180 Bryant Street, San Francisco, CA 94110
- $1,260 per month through September 1998

Real property owned

none

<PAGE> 14

EMPLOYEES SCHEDULE 3.1.14

<TABLE>
<CAPTION>
Employees Compensation
- --------- ------------
<S> <C>
[*] [*]
</TABLE>

*CONFIDENTIAL TREATMENT REQUESTED
<PAGE> 15

PROPRIETARY RIGHTS SCHEDULE 3.1.15

Trade Marks

<TABLE>
<CAPTION>
Real Media
- ----------
<S> <C>
(a) nature of proprietary right common law use
(b) user of proprietary right
(c) material (sub)licenses PubliGroupe, South Africa, Hong Kong
</TABLE>

On August 6, 1997, Real Media, Inc. filed an opposition proceeding in the U.S.
Patent and Trademark Office challenging the application of Real Networks, Inc.
(f/k/a Progressive Network, Inc.) to register REAL MEDIA as a trademark for
"computer software which allows the viewing and transmitting of picture and/or
video and/or text segments and audio segments over global information networks
that transfer and disseminate a wide range of information." The use has been
limited to a naming protocol for its software architecture. In its Notice of
Opposition, Real Media has asserted that it has prior rights in the mark REAL
MEDIA in connection with its on-line advertising services and related
proprietary software and that Real Networks' use of the same mark on the goods
specified in its application is likely to cause confusion. The parties are
currently engaged in negotiations to resolve the dispute and various related
issues, including the proposed assignment to Real Media of various domain name
registrations, including adstream.com and mediaexpress.com.

<TABLE>
<CAPTION>
Open AdStream
- -------------
<S> <C>
(a) nature of proprietary right common law use - in process of filing federal
trademark application
(b) user of proprietary right
(c) material (sub)licenses PubliGroupe

AdStream
- --------
(a) nature of proprietary right common law use
(b) user of proprietary right
(c) material (sub)licenses
</TABLE>

"Innovation on the Internet" filed an application to register ADSTREAMS for
Internet advertising, but has since abandoned the application.

Digital Business Resource, Inc. ("DBR"), a small value added reseller ("VAR")
company, has a pending application to register ADSTREAM for "a digital,
downloadable, computer-based messaging device" - namely a software application
that stores and transmits audio advertisements into convenience stores and gas
stations and tracks the play times. Real Media has not opposed DBR's application
even though Real Media has a priority of use, believing that DBR's use will not
pose a significant threat of confusion among Real Media's clients, online media
publishers.

<PAGE> 1
Exhibit 10.9

STOCK PURCHASE AGREEMENT

This Agreement is made March 29, 1999 among REAL MEDIA, INC., a Delaware
corporation ("Real Media"), ADVANCE INTERNET INC., a New Jersey corporation
("Advance"), and PUBLIGROUPE USA HOLDING INC., a PubliGroupe Ltd. corporation
("PUBLIGroupe"). Each of Advance and PUBLIGroupe are sometimes referred to
hereinafter as a "Purchaser").

Subject to the terms and conditions herein, the parties agree as follows:

ARTICLE I
SALE AND PURCHASE

1.1. SALE AND PURCHASE OF SHARES. Simultaneously with the execution and
delivery of this Agreement, Real Media is issuing and selling to the Purchasers,
and the Purchasers are purchasing from Real Media, free and clear of all claims,
liens, security interests and other encumbrances ("Liens"), an aggregate of one
million, one hundred and eleven thousand, one hundred and eleven (1,111,111)
shares of the common stock, $.001 par value, of Real Media (the "Shares"). Each
Purchaser is purchasing from Real Media the number of Shares set forth opposite
such Purchaser's name below at a price of $2.70 per share, for an aggregate
purchase price of Three Million Dollars ($3,000,000.00):

PUBLIGroupe - 277,778 Shares (25%)
Advance - 833,333 Shares (75%)

1.2. STOCKHOLDERS AGREEMENT. The parties hereto acknowledge that the sale
and purchase of the Shares hereunder is being made in compliance with the
provisions of Section 7 (Right of First Offer) of the Amended and Restated
Voting and Stockholders Agreement dated April 8, 1998 among Real Media,
PUBLIGroupe, Advance and certain other stockholders of Real Media (the
"Stockholders Agreement").

ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF PURCHASERS

2.1. REPRESENTATIONS AND WARRANTIES OF ADVANCE. Each Purchaser severally
represents and warrants to Real Media as to itself as follows:

<PAGE> 2

2.1.1. EXISTENCE AND POWER. Each Purchaser is a corporation validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has the full corporate power and authority to enter into and
perform this Agreement and to carry on its business as now conducted.

2.1.2. AUTHORIZATION. The execution, delivery and performance of this
Agreement by each Purchaser have been duly authorized by all necessary action on
the part of such Purchaser, and this Agreement constitutes the valid and binding
obligation of each Purchaser enforceable against each Purchaser in accordance
with its terms, except to the extent enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights in general and subject to general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).

2.1.3. NO CONFLICTS; CONSENTS. Except for conflicts, breaches,
terminations, accelerations, defaults and violations specified in (b) and (c)
below that could not reasonably be expected to have a material adverse effect on
a Purchaser's ability to perform its obligations under this Agreement, the
execution, delivery and performance of this Agreement by each Purchaser will
not: (a) violate or conflict with the Certificate of Incorporation or By-Laws of
such Purchaser, (b) conflict with, or result in the breach, termination or
acceleration of, or constitute a default under, any lease, agreement, commitment
or other instrument to which a Purchaser is a party or by which it or its
properties are bound; (c) constitute a violation of any law, regulation, order,
writ, judgment, injunction or decree applicable to a Purchaser or any of its
properties or (d) require any governmental consent or approval.

2.1.4. INVESTMENT REPRESENTATION. The Shares purchased by each
Purchaser pursuant to this Agreement are being acquired for investment only and
not with a view to any resale or distribution thereof, in whole or in part, in
violation of the Securities Act of 1933, as amended, and to the best knowledge
of each Purchaser, the Shares have not been offered to, or acquired by, it
through any advertisement or general solicitation.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF REAL MEDIA

3.1. REPRESENTATIONS AND WARRANTIES OF REAL MEDIA. Real Media represents
and warrants to each Purchaser as follows:

- 2 -
<PAGE> 3

3.1.2. AUTHORIZATION. The execution, delivery and performance of this
Agreement by Real Media have been duly authorized by all necessary action, and
this Agreement constitutes the valid and binding obligation of Real Media
enforceable against it in accordance with its terms, except to the extent
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
in general and subject to general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).

3.1.3. NO CONFLICTS; CONSENTS. Except for conflicts, breaches,
terminations, accelerations, defaults and violations specified in (b) and (c)
below that could not reasonably be expected to have a material adverse effect on
Real Media's ability to perform its obligations under this Agreement, or have a
material adverse effect on its business or properties, the execution, delivery
and performance of this Agreement by Real Media will not: (a) violate or
conflict with the Articles of Incorporation or By-Laws of Real Media; (b)
conflict with, or result in the breach, termination or acceleration of, or
constitute a default under, any lease, agreement, commitment or other instrument
to which Real Media is a party or by which it or its properties are bound; (c)
constitute a violation of nay law, regulation, order, writ, judgment, injunction
or decree applicable to Real Media or any of its properties; (d) require any
governmental consent or approval; or (e) result in the creation of any Lien upon
the properties or assets of Real Media.

3.1.5. SUBSIDIARIES. Real Media does not own any equity interest in
any other business.

3.1.6. RECORDS. The copies of the Articles of Incorporation and
By-Laws of Real Media that have been delivered to each Purchaser are complete
and

- 3 -
<PAGE> 4

correct, and the minutes books of Real Media that have been exhibited to Advance
are complete and correct in all material respects as of the date hereof.

Except as set forth on Schedule 3.1.7, there are no outstanding
options or rights of any kind to acquire any capital stock or any securities
convertible into any capital stock of Real Media, nor are there any obligations
to issue any such capital stock, rights or securities. Except as provided in the
Stockholders Agreement, there are no restrictions of any kind on the transfer of
the outstanding capital stock of Real Media, except those imposed by applicable
federal and state securities laws. Except as set forth in the Stockholders
Agreement or as set forth on Schedule 3.1.7, there are no contracts or other
understandings (whether formal or informal, written or oral, firm or contingent)
that require or may require Real Media to repurchase any of its capital stock,
nor are there any preemptive or similar rights with respect to Real Media's
capital stock. Except as set forth in the Stockholders Agreement, neither Real
Media nor, to the best of Real Media's knowledge, any shareholder of Real Media
is a party to any voting agreement, voting trust, proxy or any other agreement
or understanding with respect to the voting of any capital stock of Real Media,
or any agreements with respect to the transferability, purchase or redemption of
any capital stock of Real Media. Upon transfer of the Shares pursuant to this
Agreement, Advance will own twenty nine and thirty eight hundredths percent
(29.38%) and PUBLIGroupe will own twenty nine and eighty six hundredths percent
(29.86%) of the total capital stock of Real Media.

3.1.8. FINANCIAL STATEMENTS. The unaudited balance sheet of Real
Media at December 31, 1998 and the related unaudited statements of income and
cash flows of Real Media for the twelve months then ended previously provided to
Advance have been prepared in accordance with generally accepted accounting
principles ("GAAP"), consistently applied at such dates and for such periods,
and present fairly the financial condition and results of operations of Real
Media at such dates and for such periods. There is no material liability or
obligation of any kind, whether accrued, absolute, fixed or contingent, of Real
Media that is not reflected or reserved for in such financial statements as of
their respective dates, other than liabilities incurred in the ordinary course
of business since December 31, 1998.

- 4 -
<PAGE> 5

3.1.9. ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December 31, 1998,
Real Media has operated its business only in the ordinary course consistent with
past practice, and there has not been with respect to Real Media:

(a) any change, development or other event that could
reasonably be expected, individually or in the aggregate, to have a material
adverse effect on Real Media;

(b) any incurrence of indebtedness for money borrowed or the
creation of any Lien on any properties or assets (whether tangible or
intangible);

(c) any general increase in the salaries, wages, compensation,
bonuses, commissions or pensions or other benefits payable by Real Media to its
directors, officers, employees or agents, or any specific increase in any of the
foregoing payable by Real Media to any director, officer, employee or agent;

(e) any termination, discontinuance, closing or disposition of
any plant, facility or business operation, any lay-offs of employees or
implementation of any early retirement or separation program;

(f) any transfer or grant of any rights under or in respect of
any agreements, leases, licenses or intellectual property;

(g) any capital expenditure, except those made in the ordinary
course of business consistent with past practice which did not exceed $50,000 in
the aggregate;

(h) any material damage, destruction or loss (not covered by
insurance) to any physical assets or properties of Real Media in excess of
$50,000 in book value in the aggregate;

- 5 -
<PAGE> 6

(j) any announcement or agreement to do any of the foregoing.

3.1.11. MATERIAL CONTRACTS. Set forth on Schedule 3.1.11 is a list
of: (a) each commitment or agreement to which Real Media is a party for the
purchase of any materials, supplies or services that involves or will involve an
expenditure by Real Media of more than $50,000; (b) each personal property lease
under which Real Media is either a lessor or lessee that involves annual
payments or receipts of more than $50,000; (c) each agreement with customers
that involves annual payments to Real Media of more than $50,000; (d) each
agreement between Real Media, on the one hand, and any of its affiliates,
associates or shareholders, on the other hand; (e) each other commitment,
agreement and instrument (including, without limitation, mortgages, indentures
and other agreements and instruments relating to indebtedness for borrowed
money) to which Real Media is a party or by which it or its properties are bound
that requires annual payments by Real Media of more than $50,000. In this
Agreement, the term "Material Contract" means any commitment, agreement, lease,
order or instrument required to be disclosed under this Section 3.1.11.

3.1.12. REAL PROPERTY. Set forth on Schedule 3.1.12 is a brief
description of each lease of real property to which Real Media is a party and
all real property owned by Real Media.

3.1.13. DEFAULTS. Real Media is not in default under any Material
Contract or real property lease, which may reasonably be expected to result in
termination of the Material Contract or real property lease or a claim for
material damages thereunder. Real Media is not in default of any payment
obligation under any loan or credit agreement to which it is a party. No party
has notified Real Media of its intention to cease to perform any of its
obligations under any Material Contract or real property lease and each of the
Material Contracts and real property leases is in full force and effect.

- 6 -
<PAGE> 7

3.1.17. PERMITS AND LICENSES. Real Media has all material permits,
licenses, franchises and other authorizations necessary for the conduct

- 7 -
<PAGE> 8

of its business as currently conducted, and all such permits, licenses,
franchises and authorizations are valid and in full force and effect.

3.1.18. RELATED PARTY TRANSACTIONS. Other than the Stockholders
Agreement, Real Media is not engaged in any transaction with any of its
shareholders or any of their affiliates or associates.

3.1.19. INSURANCE. The insurance policies Real Media has in effect in
the aggregate constitute adequate insurance for the business in which Real Media
is engaged within accepted industry standards.

ARTICLE IV
COVENANTS OF REAL MEDIA

4.1. BOOKS AND RECORDS. Real Media will maintain current and complete
records and books of account, in which will be entered fully and accurately all
transactions of the company. The books of Real Media shall be kept on an accrual
basis of accounting in accordance with GAAP. All such books and records shall be
maintained at the principal offices of Real Media. Purchaser and its
representatives shall be entitled at its own expense, during normal business
hours, to inspect all of the facilities, properties, books, records, contracts
and commitments of Real Media and Real Media shall make its officers and
personnel available to purchaser and its representatives, as such may be
requested from time to time.

4.2. FINANCIAL REPORTS AND NOTICES OF MATERIAL LITIGATION. Real Media
shall prepare and deliver to each Purchaser:

(a) Promptly upon availability, but in any event within thirty
days of the end of each month, (i) a consolidated balance sheet as of the end of
such month; and (ii) consolidated statements of income or loss and of cash flows
for the interim period through the end of such month and for the month then
ended, and setting forth in each case in comparative form the figures for such
previous fiscal periods and comparisons to the budget, with an explanation of
all material variances;

- 8 -
<PAGE> 9

(b) Promptly upon availability but in any event within forty
days of the end of each quarter, (i) a consolidated balance sheet as of the end
of such quarter; and (ii) consolidated statements of income or loss and of cash
flows for the interim period through the end of such quarter and for the quarter
then ended, and setting forth in each case in comparative form the figures for
such previous fiscal periods and comparisons to budget, with an explanation of
all material variances;

(c) Promptly upon availability but in any event within
one-hundred and twenty days of the end of each fiscal year of Real Media audited
financial statements consisting of, a consolidated balance sheet of the company
as of the end of such fiscal year, and a consolidated statement of income or
loss and a statement of cash flows for such fiscal year, all in reasonable
detail, setting forth in each case in comparative form the figures for the
previous year, with an explanation of all material variances, certified by Real
Media's auditors;

(d) With reasonable promptness, such other financial
information and reports, which shall include (without limitation) a summary of
intercompany transactions and payments and transactions between Real Media and
its stockholders and a statement of income for each of its subsidiaries, if any,
and such projections as from time to time may be requested by a Purchaser; and

(e) prompt notice of the commencement or institution by or
against Real Media or any dispute, litigation, suit, action or other proceeding
before any court or other governmental, administrative or taxing authority which
Real Media in good faith determines is reasonably likely to have a material
adverse effect upon a Purchaser or any of its affiliates.

ARTICLE V
INDEMNIFICATION

5.1. INDEMNIFICATION BY REAL MEDIA. Subject to the provisions of this
Article V, Real Media shall indemnify and hold each Purchaser harmless from and
against all losses, liabilities, damages and expenses (including reasonable
attorneys' fees) ("Losses") resulting from any breach of representation or
warranty or failure to perform any covenant or agreement by Real Media under
this Agreement.

5.2. INDEMNIFICATION BY ADVANCE. Subject to the provisions of this Article
V, each Purchaser shall indemnify and hold Real Media harmless from and against
all Losses resulting from any breach of representation or warranty or

- 9 -
<PAGE> 10

failure to perform any covenant or agreement by such Purchaser under this
Agreement.

5.3. TIME AND MANNER OF CERTAIN CLAIMS. The representations, warranties,
covenants and agreements contained in this Agreement shall survive the execution
and delivery hereof for a period of three years, except for the covenants
contained in Article IV hereof, which shall survive for the benefit of each
Purchaser as long as such Purchaser owns any Shares of Real Media. Any notice of
claim hereunder shall set forth the representation, warranty, covenant or
agreement with respect to which the claim is made, the facts giving rise to and
the alleged basis for the claim and the amount of liability asserted by reason
of the claim.

ARTICLE VI
MISCELLANEOUS

6.1. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed wholly in New York.

6.2. NOTICES. All notices and other communications under this Agreement
shall be in writing and may be given by personal delivery, facsimile
transmission, registered or certified mail, postage prepaid, return receipt
requested or overnight delivery service. Notices shall be sent to the
appropriate party at its address or facsimile number given below (or at such
other address or facsimile number for that party as shall be specified by notice
given under this Section 6.2):

if to Real Media, to:

Real Media, Inc.
32 East 31st Street
New York, NY 10016
Attention: David Morgan
Tel: (212) 725-4537

- 10 -
<PAGE> 11

Fax: (212) 725-4573

with a copy to:

Dechert Price & Rhoads
Princeton Pike Corporate Center
997 Lenox Drive
Building #3, Suite 210
Lawrenceville, NJ 08648
Attention: Gil C. Tily, Esq.
Tel: (609) 520-3224
Fax: (609) 520-3259

if to Advance, to:

Advance Internet Inc.
30 Journal Square, Suite 400
Jersey City, NJ 07306
Attention: Peter Weinberger
Tel: (201) 459-2848
Fax: (201) 792-1582

with a copy to:

Sabin, Bermant & Gould LLP
350 Madison Avenue
New York, New York 10017
Attention: Emily M. Beck, Esq.
Tel: (212) 692-4453
Fax: (212) 692-4406

If to PUBLIGroupe, to:

PUBLIGroupe USA Holding, Inc.
c/o Publicitas Holdings, S.A.
Avenue des Mousquines 4, CH-1005
Lausanne, Switzerland
Attention:
Tel:
Fax:

With a copy to:

- 11 -
<PAGE> 12

Squadron, Ellenoff, Plesent & Sheinfeld, LLP
551 Fifth Avenue
New York, NY 10176
Attention: Joseph R. Rackman
Tel: (212) 661-6500
Fax: (212) 697-6686

All such notices and communications shall be deemed received upon
(a) actual receipt by the addressee, (b) actual delivery to the appropriate
address or (c) in the case of a facsimile transmission, upon transmission by the
sender and issuance by the transmitting machine of a confirmation slip
confirming the number of pages constituting the notice have been transmitted
without error.

6.4. FEES AND EXPENSES. Neither party shall be responsible for the other's
fees or expenses, including, without limitation, those in connection with the
transactions contemplated by this Agreement.

6.5. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be considered an original, but both of which together shall
constitute the same instrument.

- 12 -
<PAGE> 13

6.6 ENTIRE AGREEMENT. This Agreement contains a complete statement of
all the arrangements between the parties with respect to its subject matter,
supersede all existing agreements between them with respect to that subject
matter, provided, however, that nothing in this Agreement shall supersede or
amend the Stock Purchase Agreement dated April 8, 1998 between RealMedia and
Advance, which Agreement shall remain in full force and effect in accordance
with its terms. This Agreement may not be changed or terminated orally and any
amendment or modification must be in writing and signed by the party to be
charged.

REAL MEDIA, INC.

By: /s/ David Morgan
---------------------------------
Name: David Morgan
Title: President

ADVANCE INTERNET INC.

By: /s/ Peter Weinberger
---------------------------------
Name: Peter Weinberger
Title: Executive Vice President

PUBLIGroupe USA HOLDING INC.

By: /s/ illegible signature
---------------------------------
Name:
Title:

Date : 11.03.1999 PubliGroupe Ltd
(the ultimate shareholder of
PubliGroupe USA Holding Inc.)

/s/ Heinz Wagli /s/ J. Sofia
Heinz Wagli J. Sofia

- 13 -
<PAGE> 14

CAPITALIZATION SCHEDULE 2.1.7

<TABLE>
<CAPTION>
PERSON STOCK OPTIONS TOTAL
------ ----- ------- -----
<S> <C> <C> <C>
David Morgan 1,088,000 20,000 1,108,000
Gil Beyda 1,004,000 10,000 1,014,000
Mark Pinney 1,044,000 121,720 1,165,720
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
</TABLE>

<PAGE> 15

<TABLE>
<S> <C> <C> <C>
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
-------------- --------------

3,445,062 684,250 4,130,312

REMAINING BASKET 60,688

PUBLIGROUPE 2,800,000

ADVANCE INTERNET 2,196,000

AUTHORIZED:

COMMON STOCK 16,000,000
PREFERRED STOCK 9,000,000

</TABLE>
[*] Confidential treatment requested

<PAGE> 16

MATERIAL CONTRACTS SCHEDULE 3.1.11

(a) Purchase of materials, supplies, and services involving expenditure
of more than $50,000

Microserve (contract provided 4/8/98)

(b) Personal property lease involving payments of more than $50,000

none

(d) Agreement between Real Media and associates

Technology Transfer Agreement with Publigroupe dated as of
April 6, 1998

(e) Other agreements involving payments of more than $50,000

Advertising Sales Agent Agreement with Publicitas/Globe Media

Other contracts provided: Netscape, Lexis-Nexis, Business Week, Deloitte &
Touche, DoubleByte (provided 4/8/98). M&C Sarachi Inc., Relevant
Knowledge, Journal Square Interactive, ICL (by Real Media, UK)

<PAGE> 17

REAL PROPERTY SCHEDULE 3.1.12

Description of each lease of real property

32 East 31st Street, 9th floor, New York, NY 10016
- $2,500 per month through September 1998
- $2,625 per month through April 1999

280 Fifth Avenue, 4th Floor, New York, NY 10011
- $8,750 per month 2/1/99-1/31/00
- $9,056 per month 2/1/00-1/31/01
- $8,573 per month 2/1/01-1/31/02

270 Commerce Drive, Suite 6000, Fort Washington, PA 19034
- $1,000 per month - month to month lease with 60 days notice
- $4,250 from 3/1/99, 1 year term

2180 Bryant Street, San Francisco, CA 94110
- $1,260 per month through September 1998, then $1,880 per month
- new lease under negotiation

Real property owned

none

<PAGE> 18

EMPLOYEES SCHEDULE 3.1.14

<TABLE>
<CAPTION>
Employees Compensation
- --------- ------------
<S> <C>
[*] [*]
</TABLE>

*CONFIDENTIAL TREATMENT REQUESTED

<PAGE> 19

*CONFIDENTIAL TREATMENT REQUESTED

<PAGE> 20

PROPRIETARY RIGHTS SCHEDULE 3.1.15

Trade Marks

<TABLE>
<CAPTION>
Real Media
- ----------
<S> <C>
(a) nature of proprietary right common law use
(b) user of proprietary right
(c) material (sub)licenses PubliGroupe, South Africa, Hong Kong/Korea
</TABLE>

AdStream
- --------
(a) nature of proprietary right common law use
(b) user of proprietary right
(c) material (sub)licenses
</TABLE>

"Innovation on the Internet" filed an application to register ADSTREAMS for
internet advertising, but has since abandoned the application.

<PAGE> 1
Exhibit 10.10

STOCK PURCHASE AGREEMENT

This Agreement is made August 16 , 1999 between REAL MEDIA, INC., a
Delaware corporation ("Real Media") and ADVANCE INTERNET INC., a New Jersey
corporation ("Purchaser" ).

Subject to the terms and conditions herein, the parties agree as follows:

ARTICLE I
SALE AND PURCHASE

1.1 SALE AND PURCHASE OF SHARES. Simultaneously with the execution and
delivery of this Agreement, Real Media is issuing and selling to the Purchaser,
and the Purchaser is purchasing from Real Media, free and clear of all claims,
liens, security interests and other encumbrances ("Liens"), an aggregate of
ninety five thousand (95,007) shares of the common stock, $.001 par value, of
Real Media (the "Shares at a price of $5.26 per share, for an aggregate purchase
price of One Million Dollars ($1,000,000.00)

1.2 STOCKHOLDERS AGREEMENT. The parties hereto acknowledge that the sale
and purchase of the Shares hereunder is being made in compliance with the
provisions of Section 7(Right of First Offer) of the Amended and Restated Voting
and Stockholders Agreement dated April 8, 1998 among Real Media, PUBLIGroupe USA
Holdings, Inc. ("Publigroupe"), Purchaser and certain other stockholders of Real
Media (the "Stockholders Agreement").

ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF PURCHASER

2.1 REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents
and warrants to Real Media as follows:

2.1.1 EXISTENCE AND POWER. Purchaser is a corporation validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has the full corporate power and authority to enter into and
perform this Agreement and to carry on its business as now conducted.

2.1.2 AUTHORIZATION. The execution, delivery and performance of
this Agreement by Purchaser have been duly authorized by all necessary action on
the part of Purchaser, and this Agreement constitutes the valid and binding
obligation of Purchaser enforceable against it in accordance with its terms,
except

<PAGE> 2

to the extent enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights in general and subject to general principles of equity
(regardless of whether enforceability is considered in a proceeding in equity or
at law).

2.1.3 NO CONFLICTS; CONSENTS. Except for conflicts, breaches,
terminations, accelerations, defaults and violations specified in (b) and (c)
below that could not reasonably be expected to have a material adverse effect on
Purchaser's ability to perform its obligations under this Agreement, the
execution, delivery and performance of this Agreement by Purchaser will not: (a)
violate or conflict with the Certificate of Incorporation or Bylaws of
Purchaser; (b) conflict with, or result in the breach, termination or
acceleration of, or constitute a default under, any lease, agreement, commitment
or other instrument to which Purchaser is a party or by which it or its
properties are bound; (c) constitute a violation of any law, regulation, order,
writ, judgment, injunction or decree applicable to Purchaser or any of its
properties or (d) require any governmental consent or approval.

2.1.4 INVESTMENT REPRESENTATION. The Shares purchased by Purchaser
pursuant to this Agreement are being acquired for investment only and not with a
view to any resale or distribution thereof, in whole or in part, in violation of
the Securities Act of 1933, as amended, and to the best knowledge of Purchaser,
the Shares have not been offered to, or acquired by, it through any
advertisement or general solicitation.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF REAL MEDIA

3.1 REPRESENTATIONS AND WARRANTIES OF REAL MEDIA. Real Media represents
and warrants to Purchaser as follows:

3.1.1 EXISTENCE AND POWER. Real Media is a corporation validly
existing and in good standing under the laws of the State of Delaware and has
the full corporate power and authority to enter into and perform this Agreement
and to carry on its business as now conducted and to own, lease and operate its
properties as it now does. Real Media is qualified to do business as a foreign
corporation in all jurisdictions where the failure to be so qualified would have
a material adverse effect on Real Media's assets, business or properties.

3.1.2 AUTHORIZATION. The execution, delivery and performance of
this Agreement by Real Media have been duly authorized by all necessary action,
and this Agreement constitutes the valid and binding obligation of Real Media
enforceable against it in accordance with its terms, except to the extent
enforceability may be limited by bankruptcy, insolvency, reorganization,

2
<PAGE> 3

moratorium or other similar laws affecting the enforcement of creditors' rights
in general and subject to general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).

3.1.3 NO CONFLICTS; CONSENTS. Except for conflicts, breaches,
terminations, accelerations, defaults and violations specified in (b) and (c)
below that could not reasonably be expected to have a material adverse effect on
Real Media's ability to perform its obligations under this Agreement, or have a
material adverse effect on its business or properties, the execution, delivery
and performance of this Agreement by Real Media will not: (a) violate or
conflict with the Articles of Incorporation or Bylaws of Real Media; (b)
conflict with, or result in the breach, termination or acceleration of, or
constitute a default under, any lease, agreement, commitment or other instrument
to which Real Media is a party or by which it or its properties are bound; (c)
constitute a violation of any law, regulation, order, writ, judgment, injunction
or decree applicable to Real Media or any of its properties; (d) require any
governmental consent or approval; or (e) result in the creation of any Lien upon
the properties or assets of Real Media.

3.1.4 LITIGATION. There is no litigation or proceeding or any
governmental investigation pending or, to the knowledge of Real Media,
threatened, nor is there any order, injunction or decree outstanding, against
Real Media that could reasonably be expected to have a material adverse effect
on Real Media or its ability to perform its obligations under this Agreement.

3.1.5 SUBSIDIARIES. Real Media does not own any equity interest in
any other business.

3.1.6 RECORDS. The copies of the Articles of Incorporation and
Bylaws of Real Media that have been delivered to Purchaser are complete and
correct, and the minute books of Real Media that have been exhibited to
Purchaser are complete and correct in all material respects as of the date
hereof.

3.1.7 CAPITALIZATION. Schedule 3.1.7 sets forth the authorized
capital stock of Real Media, the number of issued and outstanding shares
thereof, the name of each owner of record and each beneficial owner and the
number of shares owned by each. All of the issued and outstanding shares of
capital stock of Real Media were duly authorized for issuance and are validly
issued, fully paid and non-assessable.

3
<PAGE> 4

federal and state securities laws. Except as set forth in the Stockholders
Agreement or as set forth on Schedule 3.1.7, there are no contracts or other
understandings (whether formal or informal, written or oral, firm or contingent)
that require or may require Real Media to repurchase any of its capital stock,
nor are there any preemptive or similar rights with respect to Real Media's
capital stock. Except as set forth in the Stockholders Agreement, neither Real
Media nor, to the best of Real Media's knowledge, any shareholder of Real Media
is a party to any voting agreement, voting trust, proxy or any other agreement
or understanding with respect to the voting of any capital stock of Real Media,
or any agreements with respect to the transferability, purchase or redemption of
any capital stock of Real Media. Upon issuance of the Shares pursuant to this
Agreement, Purchaser will own twenty nine and forty six hundredths percent
(29.46%) and PUBLIGroupe will own twenty nine and three hundredths percent
(29.03%) of the total capital stock of Real Media.

3.1.8 FINANCIAL STATEMENTS. The audited balance sheet of Real Media
at December 31, 1998 and the related audited statements of income and cash flows
of Real Media for the twelve months then ended previously provided to Purchaser
have been prepared in accordance with generally accepted accounting principles
("GAAP"), consistently applied at such dates and for such periods, and present
fairly the financial condition and results of operations of Real Media at such
dates and for such periods. There is no material liability or obligation of any
kind, whether accrued, absolute, fixed or contingent, of Real Media that is not
reflected or reserved for in such financial statements as of their respective
dates, other than liabilities incurred in the ordinary course of business since
December 31, 1998.

3.1.9 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since December 31,
1998, Real Media has operated its business only in the ordinary course
consistent with past practice, and there has not been with respect to Real
Media:

(a) any change, development or other event that could
reasonably be expected, individually or in the aggregate, to have a material
adverse effect on Real Media;

(b) any incurrence of indebtedness for money borrowed or the
creation of any Lien on any properties or assets (whether tangible or
intangible);

(c) any general increase in the salaries, wages,
compensation, bonuses, commissions or pension or other benefits payable by Real
Media to its directors, officers, employees or agents, or any specific increase
in any of the foregoing payable by Real Media to any director, officer, employee
or agent;

4
<PAGE> 5

(e) any termination, discontinuance, closing or disposition
of any plant, facility or business operation, any lay-offs of employees or
implementation of any early retirement or separation program;

(f) any transfer or grant of any rights under or in respect
of any agreements, leases, licenses or intellectual property;

(g) any capital expenditure, except those made in the
ordinary course of business consistent with past practice which did not exceed
$50,000 in the aggregate;

(h) any material damage, destruction or loss (not covered by
insurance) to any physical assets or properties of Real Media in excess of
$50,000 in book value in the aggregate;

(i) any declaration, setting aside or payment of any
dividend or other distribution on or in respect of its shares of capital stock
or any direct or indirect redemption, retirement, purchase or other acquisition
of any such shares; or

(j) any announcement or agreement to do any of the
foregoing.

3.1.10 TAXES. Real Media has (a) filed with the appropriate federal,
state and local taxing authorities all tax returns required to be filed by or
with respect to Real Media, and those tax returns are correct and complete in
all material respects, and (b) paid in full or made adequate provision for the
payment of all taxes shown to be due on those tax returns. Real Media has not
received any notice of deficiency or assessment from any federal, state or local
taxing authority with respect to liabilities for taxes that have not been fully
paid or finally settled.

3.1.11 MATERIAL CONTRACTS. Set forth on Schedule 3.1.11 is a list
of: (a) each commitment or agreement to which Real Media is a party for the
purchase of any materials, supplies or services that involves or will involve an
expenditure by Real Media of more than $50,000; (b) each personal property lease
under which Real Media is either a lessor or lessee that involves annual
payments or receipts of more than $50,000; (c) each agreement with customers
that involves annual payments to Real Media of more than $50,000; (d) each
agreement between Real Media, on the one hand, and any of its affiliates,
associates or

5
<PAGE> 6

shareholders, on the other hand; (e) each other commitment, agreement and
instrument (including, without limitation, mortgages, indentures and other
agreements and instruments relating to indebtedness for borrowed money) to which
Real Media is a party or by which it or its properties are bound that requires
annual payments by Real Media of more than $50,000. In this Agreement, the term
"Material Contract" means any commitment, agreement, lease, order or instrument
required to be disclosed under this Section 3.1.11.

3.1.12 REAL PROPERTY. Set forth on Schedule 3.1.12 is a brief
description of each lease of real property to which Real Media is a party and
all real property owned by Real Media.

3.1.13 DEFAULTS. Real Media is not in default under any Material
Contract or real property lease, which may reasonably be expected to result in
termination of the Material Contract or real property lease or a claim for
material damages thereunder. Real Media is not in default of any payment
obligation under any loan or credit agreement to which it is a party. No party
has notified Real Media of its intention to cease to perform any of its
obligations under any Material Contract or real property lease and each of the
Material Contracts and real property leases is in full force and effect.

3.1.14 AGREEMENTS REGARDING EMPLOYEES. Real Media is not a party to
or bound by any collective bargaining or similar labor agreement and is not
aware of efforts or actions by any employees to organize or join a labor union
or similar organization for collective bargaining purposes. Real Media is in
compliance in all material respects with all applicable laws and regulations
respecting labor, employment, fair employment practices, terms and conditions of
employment and wage and hour restrictions. Real Media is not a party to or bound
by any agreement, arrangement or understanding with any current or former
employee or consultant that cannot be terminated by Real Media on notice of
sixty (60) days or less without material liability to it. Set forth on Schedule
3.1.14 is a list of all employees of Real Media and their cash compensation as
of the date of this Agreement. No senior officer or key employee or group
thereof has notified Real Media that he, she or they intend to terminate his,
her or their employment with Real Media, and Real Media does not have a present
intention to terminate any senior officer or key employee or group thereof.
There are no existing or threatened disputes involving the current or former
employees of Real Media.

3.1.15 PROPRIETARY RIGHTS. Set forth on Schedule 3.1.15 is a list of
all patents, trademarks, trade names, service marks, copyrights (other than
routine promotional and similar materials) and applications therefor owned or
used or held for use by Real Media ("Proprietary Rights"), specifying as to
each, as applicable: (a) the nature of the Proprietary Right; (b) the user of
the Proprietary Right; and (c) material licenses, sublicenses and other
agreements to which Real

6
<PAGE> 7

Media is a party and pursuant to which any person is authorized to use the
Proprietary Right. Real Media has used the Proprietary Rights without infringing
any other party's rights and is not a party in any pending or, to the best of
Real Media's knowledge, threatened suit, action or proceeding that involves a
claim of infringement of any Proprietary Right. No Proprietary Right is subject
to any outstanding order, judgment, decree, stipulation or agreement restricting
its use by Real Media or restricting the licensing thereof to any person by Real
Media.

3.1.16 ENVIRONMENTAL MATTERS. Real Media is in compliance in all
material respects with all applicable federal, state and local laws, ordinances,
regulations, rules or administrative orders relating to employee health and
safety, air, water and noise pollution or otherwise relating to public health
and safety or environmental protection (including the protection of endangered
species), or the use, generation, manufacture, accumulation, storage, discharge,
release, disposal or transportation of hazardous materials.

3.1.17 PERMITS AND LICENSES. Real Media has all material permits,
licenses, franchises and other authorizations necessary for the conduct of its
business as currently conducted, and all such permits, licenses, franchises and
authorizations are valid and in full force and effect.

3.1.18 RELATED PARTY TRANSACTIONS. Other than the Stockholders
Agreement, Real Media is not engaged in any transaction with any of its
shareholders or any of their affiliates or associates.

3.1.19 INSURANCE. The insurance policies Real Media has in effect in
the aggregate constitute adequate insurance for the business in which Real Media
is engaged within accepted industry standards.

3.1.20 COMPLIANCE WITH LAW. Real Media is not in violation of any
applicable law, regulation, ordinance or other requirement of any governmental
body or court, which violations in the aggregate would have a material adverse
effect on Real Media, and no written notices have been received by Real Media
alleging any such violations.

ARTICLE IV
COVENANTS OF REAL MEDIA

4.1 BOOKS AND RECORDS. Real Media will maintain current and complete
records and books of account, in which will be entered fully and accurately all
transactions of the company. The books of Real Media shall be kept on an accrual
basis of accounting in accordance with GAAP. All such books and records shall be
maintained at the principal offices of Real Media. Purchaser and its
representatives shall be entitled at its own expense, during normal business

7
<PAGE> 8

hours, to inspect all of the facilities, properties, books, records, contracts
and commitments of Real Media and Real Media shall make its officers and
personnel available to Purchaser and its representatives, as such may be
requested from time to time.

4.2 FINANCIAL REPORTS AND NOTICES OF MATERIAL LITIGATION. Real Media
shall prepare and deliver to Purchaser:

(a) Promptly upon availability, but in any event within
thirty days of the end of each month, (i) a consolidated balance sheet as of the
end of such month; and (ii) consolidated statements of income or loss and of
cash flows for the interim period through the end of such month and for the
month then ended, and setting forth in each case in comparative form the figures
for such previous fiscal periods and comparisons to the budget, with an
explanation of all material variances;

(b) Promptly upon availability but in any event within forty
days of the end of each quarter, (i) a consolidated balance sheet as of the end
of such quarter; and (ii) consolidated statements of income or loss and of cash
flows for the interim period through the end of such quarter and for the quarter
then ended, and setting forth in each case in comparative form the figures for
such previous fiscal periods and comparisons to budget, with an explanation of
all material variances;

(c) Promptly upon availability but in any event within one-
hundred and twenty days of the end of each fiscal year of Real Media audited
financial statements consisting of, a consolidated balance sheet of the company
as of the end of such fiscal year, and a consolidated statement of income or
loss and a statement of cash flows for such fiscal year, all in reasonable
detail, setting forth in each case in comparative form the figures for the
previous year, with an explanation of all material variances, certified by Real
Media's auditors;

(d) With reasonable promptness, such other financial
information and reports, which shall include (without limitation) a summary of
inter-company transactions and payments and transactions between Real Media and
its stockholders and a statement of income for each of its subsidiaries, if any,
and such projections as from time to time may be requested by Purchaser; and

(e) prompt notice of the commencement or institution by or
against Real Media of any dispute, litigation, suit, action or other proceeding
before any court or other governmental, administrative or taxing authority which
Real Media in good faith determines is reasonably likely to have a material
adverse effect upon Purchaser or any of its affiliates.

8
<PAGE> 9

ARTICLE V
INDEMNIFICATION

5.1 INDEMNIFICATION BY REAL MEDIA. Subject to the provisions of this
Article V, Real Media shall indemnify and hold Purchaser harmless from and
against all losses, liabilities, damages and expenses (including reasonable
attorneys' fees) ("Losses") resulting from any breach of representation or
warranty or failure to perform any covenant or agreement by Real Media under
this Agreement.

5.2 INDEMNIFICATION BY PURCHASER. Subject to the provisions of this
Article V, Purchaser shall indemnify and hold Real Media harmless from and
against all Losses resulting from any breach of representation or warranty or
failure to perform any covenant or agreement by Purchaser under this Agreement.

5.3 TIME AND MANNER OF CERTAIN CLAIMS. The representations, warranties,
covenants and agreements contained in this Agreement shall survive the execution
and delivery hereof for a period of three years, except for the covenants
contained in Article IV hereof, which shall survive for the benefit of Purchaser
as long as Purchaser owns any Shares of Real Media. Any notice of claim
hereunder shall set forth the representation, warranty, covenant or agreement
with respect to which the claim is made, the facts giving rise to and the
alleged basis for the claim and the amount of liability asserted by reason of
the claim.

5.4 DEFENSE OF CLAIMS BY THIRD PARTIES. If any claim is made against any
person or entity that, if sustained, would give rise to a liability of a party
for breach of representation or warranty or failure to perform any covenant or
agreement under this Agreement, the parties shall cooperate to cause notice of
the claim to be delivered promptly to the party who may be liable under this
Agreement, and shall afford that party and its counsel, at that party's sole
expense, the opportunity to defend or settle the claim.

ARTICLE VI
MISCELLANEOUS

6.1 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed wholly in New York.

6.2 NOTICES. All notices and other communications under this Agreement
shall be in writing and may be given by personal delivery, facsimile
transmission, registered or certified mail, postage prepaid, return receipt
requested or overnight delivery service. Notices shall be sent to the
appropriate party at its address or

9
<PAGE> 10

facsimile number given below (or at such other address or facsimile number for
that party as shall be specified by notice given under this Section 6.2):

if to Real Media, to:

Real Media, Inc.
32 East 31st Street
New York, NY 10016
Attention: David Morgan
Tel: (212) 725-4537
Fax: (212) 725-4573

with a copy to:

Dechert Price & Rhoads
Princeton Pike Corporate Center
997 Lenox Drive
Building #3, Suite 210
Lawrenceville, NJ 08648
Attention: Gil C. Tily, Esq.
Tel: (609) 520-3224
Fax: (609) 520-3259

if to Purchaser, to:

Advance Internet Inc.
30 Journal Square, Suite 400
Jersey City, NJ 07306
Attention: Peter Weinberger
Tel: (201) 459-2849
Fax: (201) 792-1582

with a copy to:

Sabin, Bermant & Gould LLP
350 Madison Avenue
New York, New York 10017
Attention: Emily M. Beck, Esq.
Tel: (212) 692-4453
Fax: (212) 692-4406

10
<PAGE> 11

issuance by the transmitting machine of a confirmation slip confirming the
number of pages constituting the notice have been transmitted without error.

6.3 FURTHER ASSURANCES. From time to time, each party shall take such
action and execute and deliver such documents as the other may reasonably
request to carry out the transactions contemplated by this Agreement.

6.4 FEES AND EXPENSES. Neither party shall be responsible for the
other's fees or expenses, including, without limitation, those in connection
with the transactions contemplated by this Agreement.

6.5 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be considered an original, but both of which together shall
constitute the same instrument.

6.6 ENTIRE AGREEMENT. This Agreement contains a complete statement of
all the arrangements between the parties with respect to its subject matter,
supersede all existing agreements between them with respect to that subject
matter, provided, however, that nothing in this Agreement shall supersede or
amend (a) the Stock Purchase Agreement dated April 8, 1998 between RealMedia and
Purchaser, or (b) the Stock Purchase Agreement dated February , 1999 among Real
Media, Publigroupe and Purchaser, which Agreements shall remain in full force
and effect in accordance with its terms. This Agreement may not be changed or
terminated orally and any amendment or modification must be in writing and
signed by the party to be charged.

REAL MEDIA, INC.

By: /s/ M. Pinney
-------------------------------------
Name: M. Pinney
Title: CFO

ADVANCE INTERNET INC.

By: /s/ M. Newhouse
-------------------------------------
Name: M. Newhouse
Title:

11
<PAGE> 12
CAPITALIZATION SCHEDULE 3.1.7
<TABLE>
<CAPTION>

PERSON STOCK OPTIONS TOTAL

<S> <C> <C> <C>
David Morgan 1,088,000 20,000 1,108,000
Gil Beyda 1,004,000 10,000 1,014,000
Mark Pinney 1,044,000 121,720 1,165,720
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
---------- ---------- ----------
3,445,062 694,250 4,139,312

REMAINING BASKET 60,688

PUBLIGROUPE 2,800,000
ADVANCE INTERNET 2,195,000

AUTHORIZED:
COMMON STOCK 18,000,000
PREFERRED STOCK 9,000,000

</TABLE>

* Confidential Treatment Requested
<PAGE> 13

MATERIAL CONTRACTS SCHEDULE 3.1.11

(a) Purchase of materials, supplies, and services
involving expenditure of more than $50,000

Microserve (contract provided 4/8/98)

(b) Personal property lease involving payments of more
than $50,000

none

(d) Agreement between Real Media and associates

Technology Transfer Agreement with
Publigroupe dated as of April 6, 1998

(e) Other agreements involving payments of more than
$50,000

Advertising Sales Agent Agreement with
Publicitas/Globe Media

Other contracts provided: Netscape, Lexis-Nexis, Business
Week, Deloitte & Touche, DoubleByte (provided 4/8/98).

M&C Saatchi Inc., Relevant Knowledge,
Journal Square Interactive, ICL (by Real
Media, U.K.)

<PAGE> 14

REAL PROPERTY SCHEDULE 3.1.12

Description of each lease of real property

32 East 31st Street, 9th floor, New York, NY 10016 -
- $2,500 per month through September 1998 - $2,625
per
- month through April 1999

260 Fifth Avenue, 4th floor, New York, NY
-10011 - $8,750 per month 2/1/99-1/31/00
- $9,056 per month 2/1/00-1/31/01 -
-$9,373 per month 2/1/01-1/31/02

270 Commerce Drive, Suite 6000, Fort

- Washington, PA 19034 - $1,000 per month

- month to month lease with 60 days notice - $4,250
from 3/1/99, 1 year term

2180 Bryant Street, San Francisco, CA 94110
- $1260 per month through September 1998, then $1680
per month
- new lease under negotiation

Real property owned
none

<PAGE> 15

EMPLOYEES SCHEDULE 3.1.14

Employee Compensation

[*] [*]

- --------------------------
*CONFIDENTIAL TREATMENT REQUESTED
<PAGE> 16

PROPRIETARY RIGHTS SCHEDULE 3.1.15

Trade Marks

Real Media
----------

(a) nature of proprietary right common law use
(b) user of proprietary right
(c) material (sub)licenses PubliGroupe, South Africa,
Hong Kong/Korea

On August 6, 1997, Real Media, Inc. filed an opposition
proceeding in the U.S. Patent and Trademark Office challenging
the application of Real Networks, Inc. (f/k/a Progressive
Network, Inc.) to register REAL MEDIA as a trademark for
"computer software which allows the viewing and transmitting of
picture and/or video and/or text segments and audio segments
over global information networks that transfer and disseminate a
wide range of information." The use has been limited to a naming
protocol for its software architecture. In its Notice of
Opposition, Real Media has asserted that it has prior rights in
the mark REAL MEDIA in connection with its on-line advertising
services and related proprietary software and that Real
Networks' use of the same mark on the goods specified in its
application is likely to cause confusion. The parties are
currently engaged in negotiations to resolve the dispute and
various related issues, including the proposed assignment to
Real Media of various domain name registrations, including
adstream.com and mediaexpress.com.

Open AdStream
-------------

(a) nature of proprietary right common law use - in process of
filing federal trademark application
(b) user of proprietary right
(c ) material (sub)licenses PubliGroupe

AdStream
--------

(a) nature of proprietary right common law use
(b) user of proprietary right
(c) material (sub)licenses

"Innovation on the Internet" filed an application to register
ADSTREAMS for Internet advertising, but has since abandoned the
application.

Digital Business Resource, Inc. ("DBR"), a small value added
reseller ("VAR") company, has a pending application to register
ADSTREAM for "a digital, downloadable, computer-based messaging
device" - namely a software application that stores and
transmits audio advertisements into convenience stores and gas
stations and tracks the play times. Real Media has not opposed
DBR's application even though Real Media has a priority of use,
believing that DBR's use will not pose a significant threat of
confusion among Real Media's clients, online media publishers.

<PAGE> 1
Exhibit 10.11

STOCK OPTION TERMINATION AND STOCK REPURCHASE AGREEMENT

This Stock Option Termination Agreement, dated July 15, 1999, is made
between Real Media, Inc., a Delaware corporation (the "Company"), and David
Morgan (the "Stockholder").

Background

The Company and Stockholder desire to make additional shares of the
Company's Common Stock available for the grant of options by the Company to its
employees, consultants and non-employee directors. The Stockholder is willing to
(a) rescind and terminate Stockholder's options to purchase from the Company an
aggregate of 20,000 shares of the Company's Common Stock (the "Option Shares"),
and (b) sell to the Company 40,000 shares of the Company's Common Stock (the
"Shares") at par, provided that such option shares and repurchased shares of
Common Stock are used by the company for the grant of options to employees of
the Company.

Terms

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1. Option Termination. The Option Agreement for the Option Shares
is hereby terminated and shall not entitle the Employee to purchase shares of
the Company's Common Stock. As of the date of this Agreement, all of the terms
and conditions set forth in such Option Agreement shall have no legal force and
effect whatsoever.

2. Repurchase of Shares. Stockholder hereby sells, transfers and
assigns to the Company, and the Company hereby purchases from Stockholder, the
Shares for the purchase price of $.001 per share.

3. Shares Available for Options. The Option Shares and the Shares
shall be reserved for issuance to employees, consultants and non-employee
directors pursuant to options, warrants, stock awards or other similar rights to
be granted by the Company.

<PAGE> 2

4. Entire Agreement. This Agreement constitutes the entire
understanding and agreement between the parties and supercedes all prior
understandings and agreements between the parties with respect to the subject
matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day first above written.

STOCKHOLDER:

/s/ David Morgan
----------------------------------
David Morgan

REAL MEDIA, INC.

By: /s/ Mark Pinney
------------------------------------
Name: Mark Pinney
Title: CFO

- 2 -

<PAGE> 1
Exhibit 10.17
c

CONVERTIBLE PROMISSORY NOTE

$2,500,000
As of October 11th, 1999

FOR VALUE RECEIVED, REAL MEDIA, INC., a New York corporation with offices
at 260 Fifth Avenue, 4th floor, New York, NY 1000 1 ("Maker"), hereby
promises to pay to the order of PUBLIGROUPE SA, a Swiss corporation c/o
Squadron, Ellenoff, Plesent & Sheinfeld, LLP at 551 Fifth Avenue, New
York. NY 10176 ("Holder"), or its assigns, at the offices of Holder set
forth above or at such place as Holder may direct, in lawful money of the
United States, the principal amount of TWO MILLION FIVE HUNDRED THOUSAND
DOLLARS AND NO CENTS ($2,500,000.00), together with interest from the date
hereof on the outstanding principal amount hereof at the prime rate,
determined from time to time by Citibank, N.A., New York, New York,
computed on the basis of the actual number of days elapsed in a year
consisting of 360 days. Any change in the rate of interest hereunder shall
be effective as of the opening of business on the effective date of the
corresponding change in such prime rate. The outstanding principal amount
hereof and the accrued interest shall be due and payable in one lump sum
on October 30, 2000.

1. APPLICATION OF PAYMENTS. All payments hereunder, including any
prepayments, shall be applied (a) first, to any amounts due pursuant to Section
5 hereof, (b) second, to outstanding interest; and (c) third, to principal.

2. PREPAYMENT. The outstanding principal balance from time to
time evidenced by this Note may be prepaid by Maker at any time, without penalty
or premium; provided that any such prepayment shall be applied in accordance
with Section 1 hereof

3. EVENTS OF DEFAULT. Holder, at its option, may declare an event
of default, accelerate the indebtedness represented hereby and declare the same
due and payable upon any of the following events: (a) failure of Maker to pay
any principal or interest when due or any other breach of its obligations
hereunder; (b) if any moratorium, bankruptcy, insolvency, reorganization,
arrangement, assignment for the benefit of creditors, composition or like
proceeding or any proceeding for the appointment of a trustee, receiver,
conservator or similar official shall be commenced on behalf of, or against,
Maker, or (c) upon a breach by the Maker of any of its obligations under the
agreement of even date by and between Maker and Holder.

4. WAIVER. Maker waives presentment, demand for payment, protest,
diligence in bringing suit, notice of protest and notice of dishonor and all
other notices and demands of any kind.

5. EXPENSES. Maker agrees to pay all reasonable costs and
expenses incurred by Holder in enforcement of Maker's obligations hereunder,
including, without limitation, attorneys' fees and expenses.

6. ASSIGNMENT. This Note shall inure to the benefit of Holder and
its successors and assigns and shall be binding upon Maker and its heirs,

<PAGE> 2

7. CONVERSION. This Note shall be convertible into common stock
of Maker coincident with the investment of an additional $7.5 million by Holder
in the common stock of Maker, at the then to be determined conversion price.

8. GOVERNING LAW; JURISDICTION. This Note shall be governed by
the laws of the State of New York, without regard to its principles of conflicts
of laws. Maker hereby submits to the exclusive jurisdiction of the courts of the
State of New York located in New York County and agrees that venue will be
proper in any such court.

9. REMEDIES. The remedies of Holder herein provided for are
cumulative and not exclusive of any remedies provided by law. No failure on the
part of Holder to exercise, no delay by Holder in exercising,, and no course of
dealing with respect to, any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise by Holder of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. A waiver by Holder of any breach of any provision of this Note shall not
operate or be construed as a waiver of similar or dissimilar provisions at the
same time or at any prior or subsequent time. Maker hereby waives any right to
set-off or counterclaim against Holder with respect to the obligations of Maker
under this Note.

10. NOTICES. Any notice or other communication required or
permitted hereunder shall be in writing and shall be sufficiently given on the
date when delivered in person or two days after having been mailed by registered
or certified mail, postage prepaid, addressed to Maker or Holder, as the case
may be, at their respective addresses set forth above or at such other addresses
as shall be furnished by notice to the other party.

11. MISCELLANEOUS. This Note may not be changed orally, but only
by an instrument in writing executed by Maker and Holder. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by the Maker or Holder which are not set
forth expressly in this Note. The invalidity or unenforceability of any
provision or provisions of this Note shall not effect the validity or
enforceability of any other provisions of this Note, which shall remain in full
force and effect. The headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of any provision
or provisions of this Note.

IN WITNESS WHEREOF, Maker has executed this Note as of the date
first written above.

REAL MEDIA, INC.

By: /s/ Norman Blashka
---------------------------------------
CFO

- 2 -

<PAGE> 1
Exhibit 10.18

CONVERTIBLE PROMISSORY NOTE

$1,000,000
As of October 25, 1999

FOR VALUE RECEIVED, REAL MEDIA, INC., a New York corporation with offices
at 260 Fifth Avenue, 4th floor, New York, NY 10001 ("Maker"), hereby promises to
pay to the order of PUBLIGROUPE S.A., a Swiss corporation c/o Squadron,
Ellenoff, Plesent Sheinfeld, LLP at 551 Fifth Avenue, New York, NY 10 176
("Holder"), or Its assigns, at the offices of Holder set forth above or at such
place as Holder may direct, in lawful money of the United States, the principal
amount of ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00), together with
interest from the date hereof on the outstanding principal amount hereof at the
prime rate, determined from time to time by Citibank, N.A., New York, New York,
computed on the basis of the actual number of days elapsed in a year consisting
of 360 days. Any change in the rate of interest hereunder shall be effective as
of the opening of business on the effective date of the corresponding change in
such prime rate. The outstanding principal amount hereof and the accrued
interest shall be due and payable in one lump sum on October 30, 2000.

2. PREPAYMENT. The outstanding principal balance from time to time
evidenced by this Note may be prepaid by Maker at any time, without penalty or
premium; provided that any such prepayment shall be billed in accordance with
Section 1 hereof.

3. EVENTS OF DEFAULT. Holder, at its option, may declare an event of
default, accelerate the indebtedness represented hereby and declare the same due
and payable upon any of the following events: (a) failure of Maker to pay any
principal or interest when due or any other breach of its obligations hereunder;
(b) if any moratorium, bankruptcy, insolvency, reorganization, arrangement,
assignment for the benefit of creditors, composition or like proceeding or any
proceeding for the appointment of a trustee, receiver, conservator or similar
official shall be commenced on behalf of, or against, Maker, or (c) upon a
breach by the Maker of any of its obligations under the agreement of even date
by and between Maker and Holder.

4. WAIVER. Maker waives presentment, demand for payment, protest,
diligence in bringing suit, notice of protest and notice of dishonor and all
other notices and demands of any kind.

5. EXPENSES. Maker agrees to pay all reasonable costs and expenses
incurred by Holder in enforcement of Maker's obligations hereunder, including,
without limitation, attorneys' fees and expenses.

6. ASSIGNMENT. This Note shall inure to the benefit of Holder and its
successors and assigns and shall be binding upon Maker and its heirs, successors
and assigns.

<PAGE> 2

This Note may be assigned by Holder, in whole or in part, from time to time, at
its sole option. Maker may not assign, delegate or otherwise transfer any of its
obligations hereunder.

7. CONVERSION. This Note shall be convertible into common stock of
Maker coincident with the investment of an additional $9 million by Holder in
the common stock of Maker, at the then to be determined conversion price.

8. GOVERNING LAW; JURISDICTION. This Note shall be governed by the laws
of the State of New York, without regard to its principles of conflicts of laws.
Maker hereby submits to the exclusive jurisdiction of the courts of the State of
New York located in New York County and agrees that venue will be proper in any
such court.

9. REMEDIES. The remedies of Holder herein provided for are cumulative
and not exclusive of any remedies provided by law. No failure on the part of
Holder to exercise, no delay by Holder in exercising, and no course of dealing
with respect to, any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise by Holder of any right hereunder preclude
any other or farther exercise thereof or the exercise of any other right. A
waiver by Holder of any breach of any provision of this Note shall not operate
or be construed as a waiver of similar or dissimilar provisions at the same time
or at any prior or subsequent time. Maker hereby waives any right to set-off or
counterclaim against Holder with respect to the obligations of Maker under this
Note.

10. NOTICES. Any notice or other communication required or permitted
hereunder shall be in writing and shall be sufficiently given on the date when
delivered in person or two days after having been mailed by registered or
certified mail, postage prepaid, addressed to Maker or Holder, as the case may
be, at their respective addresses set forth above or at such other addresses as
shall be furnished by notice to the other party.

11. MISCELLANEOUS. This Note may not be changed orally, but only by an
instrument in writing executed by Maker and Holder. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by the Maker or Holder which are not set
forth expressly in this Note. The invalidity or unenforceability of any
provision or provisions of this Note shall not effect the validity or
enforceability of any other provisions of this Note, which shall remain in full
force and effect. The headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of any provision
or provisions of this Note.

IN WITNESS WHEREOF, Maker has executed this Note as of the date first
written above.

REAL MEDIA, INC.

By /s/ Norman Blashka
---------------------------------
SVP & CFO

<PAGE> 1

Exhibit 10.19

CONVERTIBLE PROMISSORY NOTE

$1,500,000 As of November 9, 1999

FOR VALUE RECEIVED, REAL MEDIA, INC., a New York corporation with offices
at 260 Fifth Avenue, 4th floor, New York, NY 10001 ("Maker"), hereby promises to
pay to order of PUBLIGROUPE SA, a Swiss corporation c/o Squadron, Ellenoff,
Plesent & Sheinfeld, LLP at 551 Fifth Avenue, New York, NY 10176 ("Holder"), or
its assigns, at the offices of Holder set forth above or at such place as Holder
may direct, in lawful money of the United States, the principal amount of ONE
MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($1,500,000.00), together
with interest from the date hereof on the outstanding principal amount hereof at
the prime rate, determined from time to time by Citibank, N.A., New York, New
York, computed on the basis of the actual number of days elapsed in a year
consisting of 360 days. Any change in the rate of interest hereunder shall be
effective as of the opening of business on the effective date of the
corresponding change in such prime rate. The outstanding principal amount hereof
and the accrued interest shall be due and payable in one lump sum on November
30, 2000.

1. APPLICATION OF PAYMENTS. All payments hereunder, including any
prepayments, shall be applied (a) first, to any amounts due pursuant to Section
5 hereof; (b) second, to outstanding interest; and (c) third, to principal.

2. PREPAYMENT. The outstanding principal balance from time to time
evidenced by this Note may be prepaid by Maker at any time, without penalty or
premium; provided that any such prepayment shall be applied in accordance with
Section 1 hereof.

3. EVENTS OF DEFAULT. The outstanding principal balance from time to
time evidenced by this Note may be prepaid by Maker at any time, without penalty
or premium; provided that any such prepayment shall be applied in accordance
with Section 1 hereof.

4. WAIVER. Maker waives presentment, demand for payment, protest,
diligence in bringing suit, notice of protest and notice of dishonor and all
other notices and demands of any kind.

5. EXPENSES. Maker agrees to pay all reasonable costs and expenses
incurred by Holder in enforcement of Maker's obligations hereunder, including,
without limitation, attorneys' fees and expenses.

6. ASSIGNMENT. This Note shall inure to the benefit of Holder and its
successors and assigns and shall be binding upon Maker and its heirs, successors
and assigns. This Note may be assigned by Holder, in whole or in part, from time
to time, at its sole option. Maker may not assign, delegate or otherwise
transfer any of its obligations hereunder.

<PAGE> 2

7. CONVERSION. This Note shall be convertible into common stock of
Maker coincident with the investment of an additional $8.5 million by Holder in
the Common stock of Maker, at the then to be determined conversion price.

8. GOVERNING LAW; JURISDICTION. This Note shall be governed by the laws
of the State of New York, without regard to its principles of conflicts of laws.
Maker hereby submits to the exclusive jurisdiction of the courts of the State of
New York located in New York County and agrees that venue will be proper in any
such court.

9. REMEDIES. The remedies of Holder herein provided for are cumulative
and not exclusive of any remedies provided by law. No failure on the part of
Holder to exercise, no delay by Holder in exercising, and no course of dealing
with respect to, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by Holder of any right hereunder preclude
any other or further exercise thereof or the exercise of any other right. A
waiver by Holder of any breach of any provision of this Note shall not operate
or be construed as a waiver of similar or dissimilar provisions at the same time
or at any prior or subsequent time. Maker hereby waives any right to set-off or
counterclaim against Holder with respect to the obligations of Maker under this
Note.

10. NOTICES. Any notice or other communication required or permitted
hereunder shall be in writing and shall be sufficiently given on the date when
delivered in person or two days after having been mailed by registered or
certified mail, postage prepaid, addressed to Maker or Holder, as the case may
be, at their respective addresses set forth above or at such other addresses as
shall be furnished by notice to the other party.

11. MISCELLANEOUS. This Note may not be changed orally, but only by an
instrument in writing executed by Maker and Holder. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by the Maker or Holder which are not set
forth expressly in this Note. The invalidity or unenforceability of any
provision or provisions of this Note shall not effect the validity or
enforceability of any other provisions of this Note, which shall remain in full
force and effect. The headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of any provision
or provisions of this Note.

IN WITNESS WHEREOF, Maker has executed this Note as of the date
first written above.

REAL MEDIA, INC.

By: /s/ Norman Blashka
------------------------------------

<PAGE> 1
Exhibit 10.20

CONVERTIBLE PROMISSORY NOTE

$1,000,000 As of December 9, 1999

FOR VALUE RECEIVED, REAL MEDIA, INC., a New York corporation with offices
at 260 Fifth Avenue, 4th Floor, New York, NY 10001 ("Maker"), hereby promises to
pay to the order of PUBLIGROUPE SA, a Swiss corporation c/o Squadron, Ellenoff,
Plesent & Sheinfeld, LLP at 551 Fifth Avenue, New York, NY 10176 ("Holder"), or
its assigns, at the offices of Holder set forth above or at such place as Holder
may direct, in lawful money of the United States, the principal amount of ONE
MILLION DOLLARS AND NO CENTS ($1,000,000.00), together with interest from the
date hereof on the outstanding principal amount hereof at the prime rate,
determined from time to time by Citibank, N.A., New York, New York, computed on
the basis of the actual number of days elapsed in a year consisting of 360 days.
Any change in the rate of interest hereunder shall be effective as of the
opening of business on the effective date of the corresponding change in such
prime rate. The outstanding principal amount hereof and the accrued interest
shall be due and payable in one lump sum on January 1, 2001.

2. PREPAYMENT. The outstanding principal balance from time to time
evidenced by this Note may be prepaid by Maker at any time, without penalty or
premium; provided that any such prepayment shall be applied in accordance with
Section 1 hereof.

3. EVENTS OF DEFAULT. Holder, at its option, may declare an event of
default, accelerate the indebtedness represented hereby and declare the same due
and payable upon any of the following events: (a) failure of Maker to pay any
principal or interest when due or any other breach of its obligations hereunder;
(b) if any moratorium, bankruptcy, insolvency, reorganization, arrangement,
assignment for the benefit of creditors, composition or like proceeding or any
proceeding for the appointment of a trustee, receiver, conservator or similar
official shall be commenced on behalf of, or against, Maker, or (c) upon a
breach by the Maker of any of its obligations under the agreement of even date
by and between Maker and Holder.

4. WAIVER. Maker waives presentment, demand for payment, protest,
diligence in bringing suit, notice of protest and notice of dishonor and all
other notices and demands of any kind.

5. EXPENSES. Maker agrees to pay all reasonable costs and expenses
incurred by Holder in enforcement of Maker's obligations hereunder, including,
without limitation, attorneys' fees and expenses.

6. ASSIGNMENT. This Note shall inure to the benefit of Holder and its
successors and assigns and shall be binding upon Maker and its heirs, successors
and assigns.

<PAGE> 2

This Note may be assigned by Holder, in whole or in part, from time to time, at
its sole option. Maker may not assign, delegate or otherwise transfer any of its
obligations hereunder.

8. GOVERNING LAW; JURISDICTION. This Note shall be governed by the laws
of the State of New York, without regard to its principles of conflicts of laws.
Maker hereby submits to the exclusive jurisdiction of the courts of the State of
New York located in New York County and agrees that venue will be proper in any
such court.

9. REMEDIES. The remedies of Holder herein provided for are cumulative
and not exclusive of any remedies provided by law. No failure on the part of
Holder to exercise, no delay by Holder in exercising, and no course of dealing
with respect to, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by Holder of any right hereunder preclude
any other or further exercise thereof or the exercise of any other right. A
waiver by Holder of any breach of any provision of this Note shall not operate
or be construed as a waiver of similar or dissimilar provisions at the same time
or at any prior or subsequent time. Maker hereby waives any right to set-off or
counterclaim against Holder with respect to the obligations of Maker under this
Note.

10. NOTICES. Any notice or other communication required or permitted
hereunder shall be in writing and shall be sufficiently given on the date when
delivered in person or two days after having been mailed by registered or
certified mail, postage prepaid, addressed to Maker or Holder, as the case may
be, at their respective addresses set forth above or at such other addresses as
shall be furnished by notice to the other party.

11. MISCELLANEOUS. This Note may not be changed orally, but only by an
instrument in writing executed by Maker and Holder. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by the Maker or Holder which are not set
forth expressly in this Note. The invalidity or unenforceability of any
provision or provisions of this Note shall not effect the validity or
unenforceability of any other provisions of this Note, which shall remain in
full force and effect. The headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of any
provision or provisions of this Note.

<PAGE> 3

IN WITNESS WHEREOF, Maker has executed this Note as of the date first
written above.

REAL MEDIA, INC.

By:/S/ Norman Blashka
------------------

<PAGE> 1
Exhibit 10.21

CONVERTIBLE PROMISSORY NOTE

$2,400,000 As of January 7, 2000

FOR VALUE RECEIVED, REAL MEDIA, INC., a New York corporation with offices
at 260 Fifth Avenue, 4TH floor, New York, NY 10001 ("Maker"), hereby promises to
pay to the order of PUBLIGROUPE SA, a Swiss corporation c/o Squadron, Ellenoff,
Plesent & Sheinfeld, LLP at 551 Fifth Avenue, New York, NY 10176 ("Holder"), or
its assigns, at the offices of Holder set forth above or at such place as Holder
may direct, in lawful money of the United States, the principal amount of TWO
MILLION FOUR HUNDRED THOUSAND DOLLARS AND NO CENTS ($2,400,000.00), together
with interest from the date hereof on the outstanding principal amount hereof at
the prime rate, determined from time to time by Citibank, N.A., New York, New
York, computed on the basis of the actual number of days elapsed in a year
consisting of 360 days. Any change in the rate of interest hereunder shall be
effective as of the opening of business on the effective date of the
corresponding change in such prime rate. The outstanding principal amount hereof
and the accrued interest shall be due and payable in one lump sum on January 1,
2001.

2. PREPAYMENT. The outstanding principal balance from time to time
evidenced by this Note may be prepaid by Maker at any time, without penalty or
premium; provided that any such prepayment shall be applied in accordance with
Section 1 hereof.

3. EVENTS OF DEFAULT. Holder, at its option, may declare an event of
default, accelerate the indebtedness represented hereby and declare the same due
and payable upon any of the following events: (a) failure of Maker to pay any
principal or interest when due or any other breach of its obligations hereunder,
(b) if any moratorium, bankruptcy, insolvency, reorganization, arrangement,
assignment for the benefit of creditors, composition or like proceeding or any
proceeding for the appointment of a trustee, receiver, conservator or similar
official shall be commenced on behalf of, or against, Maker, or (c) upon a
breach by the Maker of any of its obligations under the agreement of even date
by and between Maker and Holder.

4. WAIVER. Maker waives presentment, demand for payment, protest,
diligence in bringing suit, notion of protest and notice of dishonor and all
other notices and demands of any kind.

5. EXPENSES. Maker agrees to pay all reasonable costs and expenses
incurred by Holder in enforcement of Maker's obligations hereunder, including,
without limitation, attorneys' fees and expenses.

<PAGE> 2
time to time, at its sole option. Maker may not assign, delegate or otherwise
transfer any of its obligations hereunder.

7. Conversion. This Note shall be convertible into common stock of Maker
coincident with the investment of an additional $7.6 million by Holder in the
common stock of Maker, at the then to be determined conversion price.

8. Governing Law; Jurisdiction. This Note shall be governed by the laws
of the State of New York, without regard to its principles of conflicts of laws.
Maker hereby submits to the exclusive jurisdiction of the courts of the State
of New York located in New York County and agrees that venue will be proper in
any such court.

9. Remedies. The remedies of Holder herein provided for are cumulative
and not exclusive of any remedies provided by law. No failure on the part of
Holder to exercise, no delay by Holder in exercising and no course of dealing
with respect to, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise by Holder of any right hereunder preclude
any other or further exercise thereof or the exercise of any other right. A
waiver by Holder of any breach of any provision of this Note shall not operate
or be construed as a waiver of similar or dissimilar provisions at the same
time or at any prior or subsequent time. Maker hereby waives any right to
set-off or counterclaim against Holder with respect to the obligations of Maker
under this Note.

10. Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be sufficiently given on the date when
delivered in person or two days after having been mailed by registered or
certified mail, postage prepaid, addressed to Maker or Holder, as the case may
be, at their respective addresses set forth above or at such other addresses as
shall be furnished by notice to the other party.

11. Miscellaneous. This Note may not be changed orally, but only by an
instrument in writing executed by Maker and Holder. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by the Maker or Holder which are not set
forth expressly in this Note. The invalidity or unenforceability of any
provision or provisions of this Note shall not effect the validity or
enforceability of any other provisions of this Note, which shall remain in full
force and effect. The headings contained herein are for reference purposes only
and shall not in any way affect the meaning or interpretation of any provision
or provisions of this Note.

IN WITNESS WHEREOF, Maker has executed this Note as of the date first
written above.

REAL MEDIA, INC.

By: /s/ Norman M. Blashka
_________________________________
Norman M. Blashka

<PAGE> 1
Exhibit 10.22

================================================================================
STANDARD FORM OF OFFICE LEASE
THE REAL ESTATE BOARD OF NEW YORK, INC.
================================================================================

AGREEMENT OF LEASE, made as of this 1st day of February, 1999, between
RENAISSANCE ACQUISITIONS, LLC, having an address at 627 Broadway, 6th Floor,
New York, New York 10012

party of the first part, hereinafter referred to as OWNER, and REAL MEDIA,
INC., having an address at 32 East 31st Street, 9th Floor
New York, New York 10016

party of the second part,
hereinafter referred to as TENANT,

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner

Entire 4th Floor

in the building known as 260 Fifth Avenue
in the Borough of Manhattan, City of New York, for the term of Three (3) Years

(or until such term shall sooner cease and
expire as hereinafter provided) to commence on
the 1st day of February nineteen hundred and
ninety-nine, and to end on the 31st day of January two thousand and two both
dates inclusive, at an annual rental rate of

SEE PARAGRAPH 36 OF THE ANNEXED RIDER

which Tenant agrees to pay in lawful money of the United States which shall be
legal tender in payment of all debts and dues, public and private, at the time
of payment, in equal monthly installments in advance on the first day of each
month during said term, at the office of Owner or such other place as Owner may
designate, without any set off or deduction whatsoever, except that Tenant
shall pay the first monthly installment(s) on the execution hereof
(unless this lease be a renewal).

In the event that, at the commencement of the term of this lease, or
thereafter, Tenant shall be in default in the payment of rent to Owner pursuant
to the terms of another lease with Owner or with Owner's predecessor in
interest, Owner may at Owner's option and without notice to Tenant add the
amount of such arrears to any monthly installment of rent payable hereunder and
the same shall be payable to Owner as additional rent.

The parties hereto, for themselves, their heirs, distributees,
executors, administrators, legal representatives, successors and assigns,
hereby covenant as follows:

Rent 1. Tenant shall pay the rent as above and as hereinafter provided.
Occupancy 2. Tenant shall use and occupy demised premises for

SEE PARAGRAPH 53 OF THE ANNEXED RIDER

SEE RIDER A and for no other purpose.

<PAGE> 2

Tenant Alterations

3. Tenant shall make no changes in or to the demised premises of
any nature without Owner's prior written consent. Subject to the prior written
consent of Owner, and to the provisions of this article, Tenant at Tenant's
expense, may make alterations, installations, additions or improvements which
are nonstructural and which do not affect utility services or plumbing and
electrical lines, in or to the interior of the demised premises by using
contractors or mechanics first approved by Owner. Tenant shall, before making
any alterations, additions, installations or improvements, at its expense,
obtain all permits, approvals and certificates required by any governmental or
quasi-governmental bodies and (upon completion) certificates of final approval
thereof and shall deliver promptly duplicates of all such permits, approvals
and certificates to Owner and Tenant agrees to carry and will cause Tenant's
contractors and sub-contractors to carry such workman's compensation, general
liability, personal and property damage insurance as Owner may require. If any
mechanic's lien is filed against the demised premises, or the building of which
the same forms a part, for work claimed to have been done for, or materials
furnished to, Tenant, whether or not done pursuant to this article, the same
shall be discharged by Tenant within thirty days thereafter, at Tenant's
expense, by filing the bond required by law. All fixtures and all paneling,
partitions, railings and like installations, installed in the premises at any
time, either by Tenant or by Owner in Tenant's behalf, shall, upon
installation, become the property of Owner and shall remain upon and be
surrendered with the demised premises unless Owner, by notice to Tenant no
later than twenty days prior to the date fixed as the termination of this
lease, elects to relinquish Owner's right thereto and to have them removed by
Tenant, in which event the same shall be removed from the premises by Tenant
prior to the expiration of the lease, at Tenant's expense. Nothing in this
Article shall be construed to give Owner title to or to prevent Tenant's
removal of trade fixtures, moveable office furniture and equipment, but upon
removal of any such from the premises or upon removal of other installations as
may be required by Owner, Tenant shall immediately and at its expense, repair
and restore the premises to the condition existing prior to installation and
repair any damage to the demised premises or the building due to such removal.
All property permitted or required to be removed, by Tenant at the end of the
term remaining in the premises after Tenant's removal shall be deemed abandoned
and may, at the election of Owner, either be retained as Owner's property or
may be removed from the premises by Owner, at Tenant's expense.

Maintenance and Repairs

4. Tenant shall, throughout the term of this lease, take good care
of the demised premises and the fixtures and appurtenances therein. Tenant
shall be responsible for all damage or injury to the demised premises or any
other part of the building and the systems and equipment thereof, whether
requiring structural or nonstructural repairs caused by or resulting from
carelessness, omission, neglect or improper conduct of Tenant, Tenant's
subtenants, agents, employees, invitees or licensees, or which arise out of any
work, labor, service or equipment done for or supplied to Tenant or any
subtenant or arising out of the installation, use or operation of the property
or equipment of Tenant or any subtenant. Tenant shall also repair all damage to
the building and the demised premises caused by the moving of Tenant's
fixtures, furniture and equipment. Tenant shall promptly make, at Tenant's
expense, all repairs in and to the demised premises for which Tenant is
responsible, using only the contractor for the trade or trades in question,
selected from a list of at least two contractors per trade submitted by Owner.
Any other repairs in or to the building or the facilities and systems thereof
for which Tenant is responsible shall be performed by Owner at the Tenant's
expense. Owner shall maintain in good working order and repair the exterior and
the structural portions of the building, including the structural portions of
its demised premises, and the public portions of the building interior and the
building plumbing, electrical, heating and ventilating systems (to the extent
such systems presently exist) serving the demised premises. Tenant agrees to
give prompt notice of any defective condition in the premises for which Owner
may be responsible hereunder. There shall be no allowance to Tenant for
diminution of rental value and no liability on the part of Owner by reason of
inconvenience, annoyance or injury to business arising from Owner or others
making repairs, alterations, additions or improvements in or to any portion of
the building or the demised premises or in and to the fixtures, appurtenances
or equipment thereof. It is specifically agreed that Tenant shall not be
entitled to any setoff or reduction of rent by reason of any failure of Owner
to comply with the covenants of this or any other article of this Lease. Tenant
agrees that Tenant's sole remedy at law in such instance will be by way of an
action for damages for breach of contract. The provisions of this Article 4
shall not apply in the case of fire or other casualty which are dealt with in
Article 9 hereof.

Window Cleaning:

5. Tenant will not clean nor require,

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<PAGE> 3

permit, suffer or allow any window in the demised premises to be cleaned from
the outside in violation of Section 202 of the Labor Law or any other
applicable law or of the Rules of the Board of Standards and Appeals, or of any
other Board or body having or asserting jurisdiction.

Requirements of Law, Fire Insurance, Floor Loads:

6. Prior to the commencement of the lease term, if Tenant is then
in possession, and at all times thereafter, Tenant, at Tenant's sole cost and
expense, shall promptly comply with all present and future laws, orders and
regulations of all state, federal, municipal and local governments,
departments, commissions and boards and any direction of any public officer
pursuant to law, and all orders, rules and regulations of the New York Board of
Fire Underwriters, Insurance Services Office, or any similar body which shall
impose any violation, order or duty upon Owner or Tenant with respect to the
demised premises, whether or not arising out of Tenant" use or manner of use
thereof, (including Tenant's permitted use) or manner of use of the premises or
the building (including the use permitted under the lease). Nothing herein
shall require Tenant to make structural repairs or alterations unless Tenant
has, by its manner of use of the demised premises or method of operation
therein, violated any such laws, ordinances, orders, rules, regulations or
requirements with respect thereto. Tenant may, after securing Owner to Owner's
satisfaction against all damages, interest, penalties and expenses, including,
but not limited to, reasonable attorney's fees, by cash deposit or by surety
bond in an amount and in a company satisfactory to Owner, contest and appeal
any such laws, ordinances, orders, rules, regulations or requirements provided
same is done with all reasonable promptness and provided such appeal shall not
subject Owner to prosecution for a criminal offense or constitute a default
under any lease or mortgage under which Owner may be obligated, or cause the
demised premises or any part thereof to be condemned or vacated. Tenant shall
not do or permit any act or thing to be done in or to the demised premises
which is contrary to law, or which will invalidate or be in conflict with
public liability, fire or other policies of insurance at any time carried by or
for the benefit of Owner with respect to the demised premises or the building
of which the demised premises form a part, or which shall or might subject
Owner to any liability or responsibility to any person or for property damage.
Tenant shall not keep anything in the demised premises except as now or
hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire
Insurance Rating Organization or other authority having jurisdiction, and then
only in such manner and such quantity so as not to increase the rate for fire
insurance applicable to the building, nor use the premises in a manner which
will increase the insurance rate for the building or any property located
therein over that in effect prior to the commencement of Tenant's occupancy.
Tenant shall pay all costs, expenses, fines, penalties, or damages, which may
be imposed upon Owner by reason of Tenant's failure to comply with the
provisions of this article and if by reason of such failure the fire insurance
rate shall, at the beginning of this lease or at any time thereafter, be higher
than it otherwise would be, then Tenant shall reimburse Owner, as additional
rent hereunder, for that portion of all fire insurance premiums thereafter paid
by Owner which shall have been charged because of such failure by Tenant. In
any action or proceeding wherein Owner and Tenant are parties, a schedule or
"make-up" of rate for the building or demised premises issued by the New York
Fire Insurance Exchange, or other body making fire insurance rates applicable
to said premises shall be conclusive evidence of the facts therein stated and
of the several items and charges in the fire insurance rates then applicable to
said premises. Tenant shall not place a load upon any floor of the demised
premises exceeding the floor load per square foot area which it was designed to
carry and which is allowed by law. Owner reserves the right to prescribe the
weight and position of all safes, business machines and mechanical equipment.
Such installations shall be placed and maintained by Tenant, at Tenant's
expense, in settings sufficient, in Owner's judgement, to absorb and prevent
vibration, noise and annoyance.

Subordination:

7. This lease is subject and subordinate to all ground or
underlying leases and to all mortgages which may now or hereafter affect such
leases or the real property of which demised premises are a part and to all
renewals, modifications, consolidations, replacements and extensions of any
such underlying leases and mortgages. This clause shall be self-operative and
no further instrument of subordination shall be required by any ground or
underlying lessor or by any mortgagee, affecting any lease or the real property
of which the demised premises are a part. In confirmation of such
subordination, Tenant shall execute promptly any certificate that Owner may
request.

Property-Loss, Damage, Reimbursement, Indemnity:

8. Owner or its agents shall not be liable for any damage to
property of Tenant or of others entrusted to employees of the building, nor for
loss of or

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<PAGE> 4

damage to any property of Tenant by theft or otherwise, nor for any injury or
damage to persons or property resulting from any cause of whatsoever nature,
unless caused by or due to the negligence of Owner, its agents, servants or
employees. Owner or its agents will not be liable for any such damage caused by
other tenants or persons in, upon or about said building or caused by
operations in construction of any private, public or quasi public work. If at
any time any windows of the demised premises are temporarily closed, darkened
or bricked up (or permanently closed, darkened or bricked up, if required by
law) for any reason whatsoever including, but not limited to Owner's own acts,
Owner shall not be liable for any damage Tenant may sustain thereby and Tenant
shall not be entitled to any compensation therefor nor abatement or diminution
of rent nor shall the same release Tenant from its obligations hereunder nor
constitute an eviction. Tenant shall indemnify and save harmless Owner against
and from all liabilities, obligations, damages, penalties, claims, costs and
expenses for which Owner shall not be reimbursed by insurance, including
reasonable attorneys fees, paid, suffered or incurred as a result of any breach
by Tenant, Tenant's agents, contractors, employees, invitees, or licensees, of
any covenant or condition of this lease, or the carelessness, negligence or
improper conduct of the Tenant, Tenant's agents, contractors, employees,
invitees or licensees. Tenant's liability under this lease extends to the acts
and omissions of any sub-tenant, and any agent, contractor, employee, invitee
or licensee of any sub-tenant. In case any action or proceeding is brought
against Owner by reason of any such claim, Tenant, upon written notice from
Owner, will, at Tenant's expense, resist or defend such action or proceeding by
counsel approved by Owner in writing, such approval not to be unreasonably
withheld.

Destruction, Fire and Other Casualty:

9. (a) If the demised premises or any part thereof shall be damaged
by fire or other casualty, Tenant shall give immediate notice thereof to Owner
and this lease shall continue in full force and effect except as hereinafter
set forth. (b) If the demised premises are partially damaged or rendered
partially unusable by fire or other casualty, the damages thereto shall be
repaired by and at the expense of Owner and the rent, until such repair shall
be substantially completed, shall be apportioned from the day following the
casualty according to the part of the premises which is usable. (c) If the
demised premises are totally damaged or rendered wholly unusable by fire or
other casualty, then the rent shall be proportionately paid up to the time of
the casualty and thenceforth shall cease until the date when the premises shall
have been repaired and restored by Owner, subject to Owner's right to elect not
to restore the same as hereinafter provided. (d) If the demised premises are
rendered wholly unusable or (whether or not the demised premises are damaged in
whole or in part) if the building shall be so damaged that Owner shall decide
to demolish it or to rebuild it, then, in any of such events, Owner may elect
to terminate this lease by written notice to Tenant, given within 90 days after
such fire or casualty, specifying a date for the expiration of the lease, which
date shall not be more than 60 days after the giving of such notice, and upon
the date specified in such notice the term of this lease shall expire as fully
and completely as if such date were the date set forth above for the
termination of this lease and Tenant shall forthwith quit, surrender and vacate
the premises without prejudice however, to Landlord's rights and remedies
against Tenant under the lease provisions in effect prior to such termination,
and any rent owing shall be paid up to such date and any payments of rent made
by Tenant which were on account of any period subsequent to such date shall be
returned to Tenant. Unless Owner shall serve a termination notice as provided
for herein, Owner shall make the repairs and restorations under the conditions
of (b) and (c) hereof, with all reasonable expedition, subject to delays due to
adjustment of insurance claims, labor troubles and causes beyond Owner's
control. After any such casualty, Tenant shall cooperate with Owner's
restoration by removing from the premises as promptly as reasonably possible,
all of Tenant's salvageable inventory and movable equipment, furniture and
other property. Tenant's liability for rent shall resume five (5) days after
written notice from Owner that the premises are substantially ready for
Tenant's occupancy. (e) Nothing contained hereinabove shall relieve Tenant from
liability that may exist as a result of damage from fire or other casualty.
Notwithstanding the foregoing, each party shall look first to any insurance in
its favor before making any claim against the other party for recovery for loss
or damage resulting from fire or other casualty, and to the extent that such
insurance is in force and collectible and to the extent permitted by law, Owner
and Tenant each hereby releases and waives all right of recovery against the
other or any one claiming through or under each of them by way of subrogation
or otherwise. The foregoing release and waiver shall be in force only if both
releasors' insurance policies contain a clause providing that such a release or
waiver shall not invalidate the insurance. If, and to the extent, that such
waiver can be obtained only by the payment of additional premiums, then the
party benefitting from the waiver shall pay such premium within ten days after
written demand or shall be deemed to have agreed that the

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<PAGE> 5

party obtaining insurance coverage shall be free of any further obligation
under the provisions hereof with respect to waiver of subrogation. Tenant
acknowledges that Owner will not carry insurance on Tenant's furniture and/or
furnishings or any fixtures or equipment, improvements, or appurtenances
removable by Tenant and agrees that Owner will not be obligated to repair any
damage thereto or replace the same. (f) Tenant hereby waives the provisions of
Section 227 of the Real Property Law and agrees that the provisions of this
article shall govern and control in lieu thereof.

Eminent Domain:

10. If the whole or any part of the demised premises shall be
acquired or condemned by Eminent Domain for any public or quasi public use or
purpose, then and in that event, the term of this lease shall cease and
terminate from the date of title vesting in such proceeding and Tenant shall
have no claim for the value of any unexpired term of said lease and assigns to
Owner, Tenant's entire interest in any such award.

Assignment, Mortgage, Etc.:

11. Tenant, for itself, its heirs, distributees, executors,
administrators, legal representatives, successors and assigns, expressly
covenants that it shall not assign, mortgage or encumber this agreement, nor
underlet, or suffer or permit the demised premises or any part thereof to be
used by others, without the prior written consent of Owner in each instance.
Transfer of the majority of the stock of a corporate Tenant shall be deemed an
assignment. If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than Tenant, Owner may, after
default by Tenant, collect rent from the assignee, under-tenant or occupant,
and apply the net amount collected to the rent herein reserved, but no such
assignment, underletting, occupancy or collection shall be deemed a waiver of
this covenant, or the acceptance of the assignee, under-tenant or occupant as
tenant, or a release of Tenant from the further performance by Tenant of
covenants on the part of Tenant herein contained. The consent by Owner to an
assignment or underletting shall not in any wise be construed to relieve Tenant
from obtaining the express consent in writing of Owner to any further
assignment or underletting.

Electric Current:
[ICON]

12. Rates and conditions in respect to submetering or rent
inclusion, as the case may be, to be added in RIDER attached hereto. Tenant
covenants and agrees that at all times its use of electric current shall not
exceed the capacity of existing feeders to the building or the risers or wiring
installation and Tenant may not use any electrical equipment which, in Owner's
opinion, reasonably exercised, will overload such installations or interfere
with the use thereof by other tenants of the building. The change at any time
of the character of electric service shall in no wise make Owner liable or
responsible to Tenant, for any loss, damages or expenses which Tenant may
sustain.

Access to Premises

13. Owner or Owner's agents shall have the right (but shall not be
obligated) to enter the demised premises in any emergency at any time, and, at
other reasonable times, to examine the same and to make such repairs,
replacements and improvements as Owner may deem necessary and reasonably
desirable to the demised premises or to any other portion of the building or
which Owner may elect to perform. Tenant shall permit Owner to use and maintain
and replace pipes and conduits in and through the demised premises and to erect
new pipes and conduits therein provided they are concealed within the walls,
floor, or ceiling. Owner may, during the progress of any work in the demised
premises, take all necessary materials and equipment into said premises without
the same constituting an eviction nor shall the Tenant be entitled to any
abatement of rent while such work is in progress nor to any damages by reason
of loss or interruption of business or otherwise. Throughout the term hereof
Owner shall have the right to enter the demised premises at reasonable hours
for the purpose of showing the same to prospective purchasers or mortgageees of
the building, and during the last six months of the term for the purpose of
showing the same to prospective tenants. If Tenant is not present to open and
permit an entry into the premises, Owner or Owner's agents may enter the same
whenever such entry may be necessary or permissible by master key or forcibly
and provided reasonable care is exercised to safeguard Tenant's property, such
entry shall not render Owner or its agents liable therefor, nor in any event
shall the obligations of Tenant hereunder be affected. If during the last month
of the term Tenant shall have removed all or substantially all of Tenant's
property therefrom Owner may immediately enter, alter, renovate or redecorate
the demised premises without limitation or abatement of rent, or incurring
liability to Tenant for any compensation and such act shall have no effect on
this lease or Tenant's obligations hereunder.

Vault, Vault Space, Arca:

14. No Vaults, vault space or area, whether or not enclosed or
covered, not within the property line of the building is leased

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<PAGE> 6

hereunder, anything contained in or indicated on any sketch, blue print or
plan, or anything contained elsewhere in this lease to the contrary
notwithstanding. Owner makes no representation as to the location of the
property line of the building. All vaults and vault space and all such areas
not within the property line of the building, which Tenant may be permitted to
use and/or occupy, is to be used and/or occupied under a revocable license, and
if any such license be revoked, or if the amount of such space or area be
diminished or required by any federal, state or municipal authority or public
utility, Owner shall not be subject to any liability nor shall Tenant be
entitled to any compensation or diminution or abatement of rent, nor shall such
revocation, diminution or requisition be deemed constructive or actual
eviction. Any tax, fee or charge of municipal authorities for such vault or
area shall be paid by Tenant.

Occupancy:

15. Tenant will not at any time use or occupy the demised premises
in violation of the certificate of occupancy issued for the building of which
the demised premises are a part. Tenant has inspected the premises and accepts
them as is, subject to the riders annexed hereto with respect to Owner's work,
if any. In any event, Owner makes no representation as to the condition of the
premises and Tenant agrees to accept the same subject to violations, whether or
not of record.

Bankruptcy:

16. (a) Anything elsewhere in this lease to the contrary
notwithstanding, this lease may be cancelled by Owner by the sending of a
written notice to Tenant within a reasonable time after the happening of any
one or more of the following events: (1) the commencement of a case in
bankruptcy or under the laws of any state naming Tenant as the debtor; or (2)
the making by Tenant of an assignment or any other arrangement for the benefit
of creditors under any state statute. Neither Tenant nor any person claiming
through or under Tenant, or by reason of any statute or order of court, shall
thereafter be entitled to possession of the premises demised but shall
forthwith quit and surrender the premises. If this lease shall be assigned in
accordance with its terms, the provisions of this Article 16 shall be
applicable only to the party then owning Tenant's interest in this lease.

(b) it is stipulated and agreed that in the event of the
termination of this lease pursuant to (a) hereof, Owner shall forthwith,
notwithstanding any other provisions of this lease to the contrary, be entitled
to recover from Tenant as and for liquidated damages an amount equal to the
difference between the rent reserved hereunder for the unexpired portion of the
term demised and the fair and reasonable rental value of the demised premises
for the same period. In the computation of such damages the difference between
any installment of rent becoming due hereunder after the date of termination
and the fair and reasonable rental value of the demised premises for the period
for which such installment was payable shall be discounted to the date of
termination at the rate of four percent (4%) per annum. If such premises or any
part thereof be relet by the Owner for the unexpired term of said lease, or any
part thereof, before presentation of proof of such liquidated damages to any
court, commission or tribunal, the amount of rent reserved upon such reletting
shall be deemed to be the fair and reasonable rental value for the part or the
whole of the premises so re-let during the term of the re-letting. Nothing
herein contained shall limit or prejudice the right of the Owner to prove for
and obtain as liquidated damages by reason of such termination, an amount equal
to the maximum allowed by any statute or rule of law in effect at the time
when, and governing the proceedings in which, such damages are to be proved,
whether or not such amount be greater, equal to, or less than the amount of the
difference referred to above.

Default:

17. (1) If Tenant defaults in fulfilling any of the covenants of
this lease other than the covenants for the payment of rent or additional rent;
or if the demised premises become vacant or deserted; or if any execution or
attachment shall be issued against Tenant or any of Tenant's property whereupon
the demised premises shall be taken or occupied by someone other than Tenant;
or if this lease be rejected under Section 235 of Title 11 of the U.S. Code
(bankruptcy code); or if Tenant shall fail to move into or take possession of
the premises within fifteen (15) days after the commencement of the term of
this lease, then, in any one or more of such events, upon Owner serving a
written five (5) days notice upon Tenant specifying the nature of said default
and upon the expiration of said five (5) days, if Tenant shall have failed to
comply with or remedy such default, or if the said default or omission
complained of shall be of a nature that the same cannot be completely cured or
remedied within said five (5) day period, and if Tenant shall not have
diligently commenced curing such default within such five (5) day period, and
shall not thereafter with reasonable diligence and in good faith, proceed to
remedy or cure such default, then Owner may serve a written three (3) days'
notice of cancellation of this lease upon Tenant, and upon the expiration of
said three (3) days this lease and the term thereunder shall end and expire as
fully and completely as if the expiration of such three (3) day period were the
day

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<PAGE> 7

herein definitely fixed for the end and expiration of this lease and the term
thereof and Tenant shall then quit and surrender the demised premises to Owner
but Tenant shall remain liable as hereinafter provided.

(2) If the notice provided for in (1) hereof shall have been given,
and the term shall expire as aforesaid; or if Tenant shall make default in the
payment of the rent reserved herein or any item of additional rent herein
mentioned or any part of either or in making any other payment herein required;
then and in any of such events Owner may without notice, re-enter the demised
premises either by force or otherwise, and dispossess Tenant by summary
proceedings or otherwise, and the legal representative of Tenant or other
occupant of demised premises and remove their effects and hold the premises as
if this lease had not been made, and Tenant hereby waives the service of notice
of intention to re-enter or to institute legal proceedings to that end. If
Tenant shall make default hereunder prior to the date fixed as the commencement
of any renewal or extension of this lease, Owner may cancel and terminate such
renewal or extension agreement by written notice.

Remedies of Owner and Waiver of Redemption:

18. In case of any such default, re-entry, expiration and/or
dispossess by summary proceedings or otherwise, (a) the rent shall become due
thereupon and be paid up to the time of such re-entry, dispossess and/or
expiration, (b) Owner may re-let the premises or any part or parts thereof,
either in the name of Owner or otherwise, for a term or terms, which may at
Owner's option be less than or exceed the period which would otherwise have
constituted the balance of the term of this lease and may grant concessions or
free rent or charge a higher rental than that in this lease, and/or (c) Tenant
or the legal representatives of Tenant shall also pay Owner as liquidated
damages for the failure of Tenant to observe and perform said Tenant's
covenants herein contained, any deficiency between the rent hereby reserved
and/or covenanted to be paid and the net amount, if any, of the rents collected
on account of the lease or leases of the demised premises for each month of the
period which would otherwise have constituted the balance of the term of this
lease. The failure of Owner to re-let the premises or any part or parts thereof
shall not release or affect Tenant's liability for damages. In computing such
liquidated damages there shall be added to the said deficiency such expenses as
Owner may incur in connection with re-letting, such as legal expenses,
attorneys' fees, brokerage, advertising and for keeping the demised premises in
good order or for preparing the same for re-letting. Any such liquidated
damages shall be paid in monthly installments by Tenant on the rent day
specified in this lease and any suit brought to collect the amount of the
deficiency for any month shall not prejudice in any way the rights of Owner to
collect the deficiency for any subsequent month by a similar proceeding. Owner,
in putting the demised premises in good order or preparing the same for
re-rental may, at Owner's option, make such alterations, repairs, replacements,
and/or decorations in the demised premises as Owner, in Owner's sole judgement,
considers advisable and necessary for the purpose of re-letting the demised
premises, and the making of such alterations, repairs, replacements, and/or
decorations shall not operate or be construed to release Tenant from liability
hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever
for failure to re-let the demised premises, or in the event that the demised
premises are re-let, for failure to collect the rent thereof under such
re-letting, and in no event shall Tenant be entitled to receive any excess, if
any, of such net rents collected over the sums payable by Tenant to Owner
hereunder. In the event of a breach or threatened breach by Tenant of any of
the covenants or provisions hereof, Owner shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity as if re-entry,
summary proceedings and other remedies were not herein provided for. Mention in
this lease of any particular remedy, shall not preclude Owner from any other
remedy, in law or in equity. Tenant hereby expressly waives any and all rights
of redemption granted by or under any present or future laws in the event of
Tenant being evicted or dispossessed for any cause, or in the event of Owner
obtaining possession of demised premises, by reason of the violation by Tenant
of any of the covenants and conditions of this lease, or otherwise.

Fees and Expenses

19. If Tenant shall default in the observance or performance of any
term or covenant on Tenant's part to be observed or performed under or by
virtue of any of the terms or provisions in any article of this lease, then,
unless otherwise provided elsewhere in this lease, Owner may immediately or at
any time thereafter and without notice perform the obligation of Tenant
thereunder. If Owner, in connection with the foregoing or in connection with
any default by Tenant in the covenant to pay rent hereunder, makes any
expenditures or incurs any obligations for the payment of money, including but
not limited to attorney's fees, in instituting, prosecuting or defending any
action or proceeding, then Tenant will reimburse Owner for such sums so paid or
obligations incurred with interest and costs.

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<PAGE> 8

The foregoing expenses incurred by reason of Tenant's default shall be deemed
to be additional rent hereunder and shall be paid by Tenant to Owner within
five (5) days of rendition of any bill or statement to Tenant therefor. If
Tenant's lease term shall have expired at the time of making of such
expenditures or incurring of such obligations, such sums shall be recoverable
by Owner as damages.

Building Alterations and Management:

20. Owner shall have the right at any time without the same
constituting an eviction and without incurring liability to Tenant therefor to
change the arrangement and/or location of public entrances, passageways, doors
doorways, corridors, elevators, stairs, toilets or other public parts of the
building and to change the name, number or designation by which the building
may be known. There shall be no allowance to Tenant for diminution of rental
value and no liability on the part of Owner by reason of inconvenience,
annoyance or injury to business arising from Owner or other Tenants making any
repairs in the building or any such alterations, additions and improvements.
Furthermore, Tenant shall not have any claim against Owner by reason of Owner's
imposition of such controls of the manner of access to the building by Tenant's
social or business visitors as the Owner may deem necessary for the security of
the building and its occupants.

No Representations by Owner:

21. Neither Owner nor Owner's agents have made any representations
or promises with respect to the physical condition of the building, the land
upon which possession of the demised premises by Tenant shall be conclusive
evidence that the said premises and the building of which the same form a part
were in good and satisfactory condition at the time such possession was so
taken, except as to latent defects. All understandings and agreements
heretofore made between the parties hereto are merged in this contract, which
alone fully and completely expresses the agreement between Owner and Tenant and
any executory agreement hereafter made shall be ineffective to change, modify,
discharge or effect an abandonment of it in whole or in part, unless such
executory agreement is in writing and signed by the party against whom
enforcement of the change, modification, discharge or abandonment is sought.

End of Term:

22. Upon the expiration or other termination of the term of this
lease, Tenant shall quit and surrender to Owner the demised premises, broom
clean, in good order and condition, ordinary wear and damages which Tenant is
not required to repair as provided elsewhere in this lease excepted, and Tenant
shall remove all its property. Tenant's obligation to observe or perform this
covenant shall survive the expiration or other termination of this lease. If
the last day of the term of this Lease or any renewal thereof, falls on Sunday,
this lease shall expire at noon on the preceding Saturday unless it be a legal
holiday in which case it shall expire at noon on the preceding business day.

Quiet Enjoyment:

23. Owner covenants and agrees with Tenant that upon Tenant paying
the rent and additional rent and observing and performing all the terms,
covenants and conditions, on Tenant's part to be observed and performed, Tenant
may peaceably and quietly enjoy the premises hereby demised, subject,
nevertheless, to the terms and conditions of this lease including, but not
limited to, Article 31 hereof and to the ground leases, underlying leases and
mortgages hereinbefore mentioned.

Failure to Give Possession:

24. If Owner is unable to give possession of the demised premises
on the date of the commencement of the term hereof, because of the holding-over
or retention of possession of any tenant, undertenant or occupants or if the
demised premises are located in a building being constructed, because such
building has not been sufficiently completed to make the premises ready for
occupancy or because of the fact that a certificate of occupancy has not been
procured or for any other reason, Owner shall not be subject to any liability
for failure to give possession on said date and the validity of the lease shall
not be impaired under such circumstances, nor shall the same be construed in
any wise to extend the term of this lease, but the rent payable hereunder shall
be abated (provided Tenant is not responsible for Owner's inability to obtain
possession) until after Owner shall have given Tenant written notice that the
premises are substantially ready for Tenant's occupancy. If permission is given
to Tenant to enter into the possession of the demised premises or to occupy
premises other than the demised premises prior to the date specified as the
commencement of the term of this lease, Tenant covenants and agrees that such
occupancy shall be deemed to be under all the terms, covenants, conditions and
provisions of this lease, except as to the covenant to pay rent. The provisions
of this article are intended to constitute "an express provision to the
contrary" within the meaning of Section 223-a of the New York Real Property
Law.

No Waiver:

25. The failure of Owner to seek redresss for violation of, or to
insist

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<PAGE> 9

upon the strict performance of any covenant or condition of this lease or of
any of the Rules or Regulations, set forth or hereafter adopted by Owner, shall
not prevent a subsequent act which would have originally constituted a
violation from having all the force and effect of an original violation. The
receipt by Owner of rent with knowledge of the breach of any covenant of this
lease shall not be deemed a waiver of such breach and no provision of this
lease shall be deemed to have been waived by Owner unless such waiver be in
writing signed by Owner. No payment by Tenant or receipt by Owner of a lesser
amount than the monthly rent herein stipulated shall be deemed to be other than
on account of the earliest stipulated rent, nor shall any endorsement or
statement of any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction, and Owner may accept such check or
payment without prejudice to Owner's right to recover the balance of such rent
or pursue any other remedy in this lease provided. No act or thing done by
Owner or Owner's agents during the term hereby demised shall be deemed an
acceptance of a surrender of said premises, and no agreement to accept such
surrender shall be valid unless in writing signed by Owner. No employee of
Owner or Owner's agent shall have any power to accept the keys of said premises
prior to the termination of the lease and the delivery of keys to any such
agent or employee shall not operate as a termination of the lease or a
surrender of the premises.

Waiver of Trial by Jury:

26. It is mutually agreed by and between Owner and Tenant that the
respective parties hereto shall and they hereby do waive trial by jury in any
action, proceeding or counterclaim brought by either of the parties hereto
against the other (except for personal injury or property damage) on any
matters whatsoever arising out of or in any way connected with this lease, the
relationship of Owner and Tenant, Tenant's use of or occupancy of said
premises, and any emergency statutory or any other statutory remedy. It is
further mutually agreed that in the event Owner commences any summary
proceeding for possession of the premises, Tenant will not interpose any
counterclaim of whatever nature or description in any such proceeding including
a counterclaim under Article 4.

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[ICON] Rider to be added if necessary.

Ability to Perform:

27. This Lease and the obligation of Tenant to pay rent hereunder
and perform all of the other covenants and agreements hereunder on part of
Tenant to be performed shall in no wise be affected, impaired or excused
because Owner is Emergency or by reason of any rule, order or regulation of any
department or subdivision thereof of any government agency or by reason of the
conditions of supply and demand which have been or are affected by war or other
emergency.

Bills and Notices:

28. Except as otherwise in this lease provided, a bill, statement,
notice or communication which Owner may desire or be required to give to
Tenant, shall be deemed sufficiently given or rendered it, in writing,
delivered to Tenant personally or sent by registered or certified mail
addressed to Tenant at the building of which the demised premises form a part
or at the last known residence address or business address of Tenant or left at
any of the aforesaid premises addressed to Tenant, and the time of the
rendition of such bill or statement and of the giving of such notice or
communication shall be deemed to be the time when the same is delivered to
Tenant, mailed, or left at the premises as herein provided. Any notice by
Tenant to Owner must be served by registered or certified mail addressed to
Owner at the address first hereinabove given or at such other address as Owner
shall designate by written notice.

Services Provided by Owners

29. As long as Tenant is not in default under any of the covenants
of this lease, owner shall provide: (a) necessary elevator facilities on
business days from 8 a.m. to 6 p.m. and on Saturdays from 8 a.m. to 1 p.m. and
have one elevator subject to call at all other times; (b) heat to the demised
premises when and as required by law, on business days from 8 a.m. to 6 p.m.
and on Saturdays from 8 a.m. to 1 p.m.; (c) water for ordinary lavatory
purposes, but if Tenant uses or consumes water for any other purposes or in
unusual quantities (of which fact Owner shall be the sole judge), Owner may
install a water meter at Tenant's expense which Tenant shall thereafter
maintain at Tenant's expense in good working order and repair to register such
water consumption and Tenant shall pay for water consumed as shown on said
meter as additional rent as and when bills are rendered; (d) cleaning service
for the demised premises on business days at Owner's expense provided that the
same are kept in order by Tenant. If, however, said premises are to be kept
clean by Tenant, it shall be done at Tenant's sole expense, in a manner
satisfactory to Owner and no one other than persons

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<PAGE> 10

approved by Owner shall be permitted to enter said premises or the building of
which they are a part for such purpose. Tenant shall pay Owner the cost of
removal of any of Tenant's refuse and rubbish from the building; (e) If the
demised premises are serviced by Owner's air conditioning/cooling and
ventilating system, air conditioning/cooling will be furnished to tenant from
May 15th through September 30th on business days (Mondays through Fridays,
holidays excepted) from 8:00 a.m. to 6:00 p.m., and ventilation will be
furnished on business days during the aforesaid hours except when air
conditioning/cooling is being furnished as aforesaid. If Tenant requires air
conditioning/cooling or ventilation for more extended hours or on Saturdays,
Sundays or on holidays, as defined under Owner's contract with Operating
Engineers Local 94-94A, Owner will furnish the same at Tenant's expense. RIDER
to be added in re- [ICON] spect to rates and conditions for such
additional service; (f) Owner reserves the right to stop services of the
heating, elevators, plumbing, air-conditioning, power systems or cleaning or
other services, if any, when necessary by reason of accident or for repairs,
alterations, replacements or improvements necessary or desirable in the
judgment of Owner for as long as may be reasonably required by reason thereof.
If the building of which the demised premises are a part supplies
manually-operated elevator service, Owner at any time may substitute
automatic-control elevator service and upon ten days' written notice to Tenant,
proceed with alterations necessary therefor without in any wise affecting this
lease or the obligation of Tenant hereunder. The same shall be done with a
minimum of inconvenience to Tenant and Owner shall pursue the alteration with
due diligence.

Captions:

30. The Captions are inserted only as a matter of convenience and
for reference and in no way define, limit or described the scope of this lease
nor the intent of any provisions thereof.

Definitions:

31. The term "office", or "offices", wherever used in this lease,
shall not be construed to mean premises used as a store or stores, for the sale
or display, at any time, of goods, wares or merchandise, of any kind, or as a
restaurant, shop, booth, bootblack or other stand, barber shop, or for other
similar purposes or for manufacturing. The term "Owner" means a landlord or
lessor, and as used in this lease means only the owner, or the mortgagee in
possession, for the time being of the land and building (or the owner of a
lease of the building or of the land and building) of which the demised
premises form a part, so that in the event of any sale or sales of said land
and building or of said lease, or in the event of a lease of said building, or
of the land and building, the said Owner shall be and hereby is entirely freed
and relieved of all covenants and obligations of Owner hereunder, and it shall
be deemed and construed without further agreement between the parties or their
successors in interest, or between the parties and the purchaser, at any such
sale, or the said lessee of the building, or of the land and building, that the
purchaser or the lessee of the building has assumed and agreed to carry out any
and all covenants and obligations of Owner, hereunder. The words "re-enter" and
"re-entry" as used in this lease are not restricted to their technical legal
meaning. The term "business days" as used in this lease shall exclude Saturdays
(except such portion thereof as is covered by specific hours in Article 29
hereof), Sundays and all days observed by the State or Federal Government as
legal holidays and those designated as holidays by the applicable building
service union employees service contract or by the applicable Operating
Engineers contract with respect to HVAC service.

Adjacent Excavation-Shorting:

32. If an excavation shall be made upon land adjacent to the
demised premises, or shall be authorized to be made, Tenant shall afford to the
person causing or authorized to cause such excavation, license to enter upon
the demised premises for the purpose of doing such work as said person shall
deem necessary to preserve the wall or the building of which demised premises
form a part from injury or damage and to support the same by proper foundations
without any claim for damages or indemnity against Owner, or diminution or
abatement of rent.

Rules and Regulations:

33. Tenant and Tenant's servants, employees, agents, visitors, and
licensees shall observe faithfully, and comply strictly with, the Rules and
Regulations and such other and further reasonable Rules and Regulations as
Owner or Owner's agents may from time to time adopt. Notice of any additional
rules or regulations shall be given in such manner as Owner may elect. In case
Tenant disputes the reasonableness of any additional Rule or Regulation
hereafter made or adopted by Owner or Owner's agents, the parties hereto agree
to submit the question of the reasonableness of such Rule or Regulation for
decision to the New York office of the American Arbitration Association, whose
determination shall be final and conclusive upon the parties hereto. The right
to dispute the reasonableness of any additional Rule or Regulation upon
Tenant's part shall be deemed waived unless the same shall be asserted by
service of a notice, in writing upon Owner within ten (10) days after the

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<PAGE> 11

giving of notice thereof. Nothing in this lease contained shall be construed to
impose upon owner any duty or obligation to enforce the Rules and Regulations
or terms, covenants or conditions in any other lease, as against any other
tenant and Owner shall not be liable to Tenant for violation of the same by any
other tenant, its servants, employees, agents, visitors or licensees.

Security:
[ICON]

34. Tenant has deposited with Owner the sum of $ as security for
the faithful performance and observance by Tenant of the terms, provisions and
conditions of this lease; it is agreed that in the event Tenant defaults in
respect of any of the terms, provisions and conditions of this lease,
including, but not limited to, the payment of rent and additional rent, Owner
may use, apply or retain the whole or any part of the security so deposited to
the extent required for the payment of any rent and additional rent or any
other sum as to which Tenant is in default or for any such which Owner may
expend or may be required to expend by reason of Tenant's default in respect of
any of the terms, covenants and conditions of this lease, including but not
limited to, any damages or deficiency in the re-letting of the premises,
whether such damages or deficiency accrued before or after summary proceedings
or other re-entry by Owner. In the event that Tenant shall fully and faithfully
comply with all of the terms, provisions, covenants and conditions of this
lease, the security shall be returned to Tenant after the date fixed as the end
of the Lease and after delivery of entire possession of the demised premises to
Owner. In the event of a sale of the land and building or leasing of the
building, of which the demised premises form a part, Owner shall have the right
to transfer the security to the vendee or lessee and Owner shall thereupon be
released by Tenant from all liability for the return of such security; and
Tenant agrees to look to the new Owner solely for the return of said security,
and it is agreed that the provisions hereof shall apply to every transfer or
assignment made of the security to a new Owner. Tenant further covenants that
it will not assign or encumber or attempt to assign or encumber the monies
deposited herein as security and that neither Owner nor its successors or
assigns shall be bound by any such assignment, encumbrance, attempted
assignment or attempted encumbrance.

Successors and Assigns:

35. Tenant, any time, and from time to time, upon at least 10 days'
prior notice by Owner, shall execute, acknowledge and deliver to Owner, and/or
to any other person, firm or corporation specified by Owner, a statement
certifying that this Lease is unmodified and in full force and effect (or, if
there have been modifications, that the same is in full force and effect as
modified and stating the modifications), stating the dates to which the rent
and additional real have been paid, and stating whether or not there exists any
default by Owner under this Lease, and, if so, specifying each such default.

Estoppel Certificate

36. The covenants, conditions and agreements contained in this lease
shall bind and inure to the benefit of Owner and Tenant and their respective
heirs, distributees, executors, administrators, successors, and except as
otherwise provided in this lease, their assigns.

- ----------------------------
[ICON] Space to be filled in or deleted.

IN WITNESS WHEREOF, Owner and Tenant have respectively signed and sealed this
lease as of the day and year first above written.

Witness for Owner: RENAISSANACE ACQUISITIONS, LLC.
---------------------------------

/s/ Kenneth Fishel
- --------------------------------- ---------------------------------
By: Kenneth Fishel

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<PAGE> 12

Witness for Tenant: REAL MEDIA, INC.,
---------------------------------

/s/ Mark Neumann
- --------------------------------- ---------------------------------
By:

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<PAGE> 13

ACKNOWLEDGMENTS

CORPORATE OWNER
STATE OF NEW YORK, ss.:
County of

On this day of , 19 , before me personally came

to me known, who being by me duly sworn, did depose and say that he resides in
;

that he is the of the corporation described in
and which executed the foregoing instrument, as OWNER; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by the order.

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

INDIVIDUAL OWNER
STATE OF NEW YORK, ss.:
County of

On this day of , 19 , before me personally came

to me known and known to me to be the individual
described in and who, as OWNER, executed the foregoing
instrument and acknowledged to me that he executed the same.

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

CORPORATE OWNER
STATE OF NEW YORK, ss.:
County of

On this day of , 19, before me personally came

to me known, who being by me duly sworn, did depose and say that he resides in
;
that he is the of the corporation described in
and which executed the foregoing instrument, as OWNER; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by order of the Board of Directors of said
corporation, and that he signed his name thereto by the order.

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

INDIVIDUAL OWNER
STATE OF NEW YORK, ss.:
County of

On this day of , 19 , before me personally came

to me known and known to me to be the individual
described in and who, as OWNER, executed the foregoing
instrument and acknowledged to me that he executed the same.

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

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<PAGE> 14

pressly agrees that the validity of this agreement and the obligations of the
guarantor hereunder shall in no wise be terminated, affected or impaired by
reason of the assertion by Owner against Tenant of any of the rights or
remedies reserved to Owner pursuant to the provisions of the within lease. The
undersigned further covenants and agrees that this guaranty shall remain and
continue in full force and effect as to any renewal, modification or extension
of this lease and during any period when Tenant is occupying the premises as a
"statutory tenant." As a further inducement to Owner to make this lease and in
consideration thereof, Owner and the undersigned covenant and agree that in any
action or proceeding brought by either Owner or the undersigned against the
other on any matters whatsoever arising out of, under, or by virtue of the
terms of this lease or of this guarantee that Owner and the undersigned shall
and do hereby waive trial by jury.

Dated: 19
--------------------------------------------------------------------------

- --------------------------------------
Guarantor

- --------------------------------------
Witness

- --------------------------------------
Firm Name

STATE OF NEW YORK ) SS.:
COUNTY OF )

On this day of , 19 , before me personally came__________
_______________________________________to me known and known to me to be the
individual described in, and who executed the foregoing Guaranty and
acknowledged to me that he executed the same.

--------------------------------------
Notary

[ICON] IMPORTANT - PLEASE READ [ICON]

RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE
IN ACCORDANCE WITH ARTICLE 33.

1. The sidewalks, entrances, driveways, passages, courts, elevators,
vestibules, stairways, corridors or halls shall not be obstructed or encumbered
by any Tenant or used for any purpose other than for ingress or egress from the
demised premises and for delivery of merchandise and equipment in a prompt and
efficient manner using elevators and passageways designated for such delivery
by Owner. There shall not be used in any space, or in the public hall of the
building, either by any Tenant or by jobbers or others in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber
tires and sideguards. If said premises are situated on the ground floor of the
building, Tenant thereof shall further, at Tenant's expense, keep the sidewalk
and curb in front of said premises clean and free from ice, snow, dirt and
rubbish.

2. The water and wash closets and plumbing fixtures shall not be used for
any purposes other than those for which they were designed or constructed and
no sweepings, rubbish, rags, acids or other substances shall be deposited
therein, and the expense of any breakage, stoppage, or damage resulting from
the violation of this rule shall be borne by the Tenant who, or whose clerks,
agents, employees or visitors, shall have caused it.

3. No carpet, rug or other article shall be hung or shaken out of any
window of the building; and no Tenant shall sweep or throw or permit to be
swept or thrown from the demised premises any dirt or other substances into any
of the corridors or halls, elevators, or out of the doors or windows or
stairways of the building and Tenant shall not use, keep or permit to be used
or kept any foul or noxious gas or substance in the demised premises, or permit
or suffer the demised premises to be occupied or used in a manner offensive or
objectionable to Owner or other occupants of the building by reason of noise,
odors, and/or vibrations, or interfere in any way with other Tenants or those
having business therein, nor shall any animals or birds be kept in or about the
building. Smoking or carrying lighted cigars or cigarettes in the elevators of
the building is prohibited.

4. No awnings or other projections shall be attached to the outside walls
of the building without the prior written consent of Owner.

5. No sign, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
demised premises or the building or on the inside of the demised premises if
the same is visible from the outside of the premises without the prior written
consent of Owner, except that the name of Tenant may appear on the entrance
door of the premises. In the event of the violation of the foregoing by any
Tenant, Owner may remove same without any liability, and may charge the expense
incurred by such removal to Tenant or Tenants violating this rule. Interior
signs on doors and directory

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<PAGE> 15

tablet shall be inscribed, painted or affixed for each Tenant by Owner at the
expense of such Tenant, and shall be of a size, color and style acceptable to
Owner.

6. No Tenant shall mark, paint, drill into, or in any way deface any part
of the demised premises or the building of which they form a part. No boring,
cutting or stringing of wires shall be permitted, except with the prior written
consent of Owner, and as Owner may direct. No Tenant shall lay linoleum, or
other similar floor covering, so that the same shall come in direct contact
with the floor of the demised premises, and, if linoleum or other similar floor
covering is desired to be used as an interlining of builder's deadening felt
shall be first affixed to the floor, by a paste or other material, soluble in
water, the use of cement or other similar adhesive material being expressly
prohibited.

7. No additional locks or bolts of any kind shall be placed upon any of
the doors or windows by any Tenant, nor shall any changes be made in existing
locks or mechanism thereof. Each Tenant must, upon the termination of his
Tenancy, restore to Owner all keys of stores, offices and toilet rooms, either
furnished to, or otherwise procured by, such Tenant, and in the event of the
loss of any keys, so furnished, such Tenant shall pay to Owner the cost
thereof.

8. Freight, furniture, business equipment, merchandise and bulky matter
of any description shall be delivered to and removed from the premises only on
the freight elevators and through the service entrances and corridors, and only
during hours and in a manner approved by Owner. Owner reserves the right to
inspect all freight to be brought into the building and to exclude from the
building all freight which violates any of these Rules and Regulations of the
lease or which these Rules and Regulations are a part.

9. Canvassing, soliciting and peddling in the building is prohibited and
each Tenant shall cooperate to prevent the same.

10. Owner reserves the right to exclude from the building between the
hours of 6 P.M. and 8 A.M. and at all hours on Sundays, and legal holidays all
persons who do not present a pass to the building signed by Owner. Owner will
furnish passes to persons for whom any Tenant requests same in writing. Each
Tenant shall be responsible for all persons for whom he requests such pass and
shall be liable to Owner for all acts of such persons.

11. Owner shall have the right to prohibit any advertising by any Tenant
which in Owner's opinion, tends to impair the reputation of the building or its
desirability as a building for offices, and upon written notice from Owner,
Tenant shall refrain from or discontinue such advertising.

12. Tenant shall not bring or permit to be brought or kept in or on the
demised premises, any inflammable, combustible or explosive fluid, material,
chemical or substance, or cause or permit any odors of cooking or other
processes, or any unusual or other objectionable odors to permeate in or
emanate from the demised premises.

13. If the building contains central air conditioning and ventilation,
Tenant agrees to keep all windows closed at all times and to abide by all rules
and regulations issued by the Owner with respect to such services. If Tenant
requires air conditioning or ventilation after the usual hours, Tenant shall
give notice in writing to the building superintendent prior to 3:00 P.M. in the
case of services required on week days, and prior to 3:00 P.M. on the day prior
in the case of after hours service required on weekends or on holidays.

14. Tenant shall not move any safe, heavy machinery, heavy equipment,
bulky matter, or fixtures into or out of the building without Owner's prior
written consent. If such safe, machinery, equipment, bulky matter or fixtures
requires special handling, all work in connection therewith shall comply with
the Administrative Code of the City of New York and all other laws and
regulations applicable thereto and shall be done during such hours as Owner may
designate.

(GRAPHIC)

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<PAGE> 16

RIDER A TO AGREEMENT OF LEASE BETWEEN RENAISSANCE ACQUISITIONS, LLC.,
AS LANDLORD AND REAL MEDIA, INC., TENANT

Notwithstanding anything to the contrary contained in paragraph 3 of the
printed portion of this Lease, Tenant may make any alterations, additions or
improvements (collectively, "alterations") in or to the demised premises which
do not affect the Building's structural components and the plumbing, HVAC,
mechanical and electrical systems, not exceeding $100,000.00 in any single
instance, without the prior written consent of Landlord, at Tenant's sole
expense. In the event that Tenant makes any alterations which affect the
Building's structural components or the plumbing, HVAC, mechanical and
electrical systems or the facade of the Building, Tenant shall first obtain
Landlord's written approval for any such alteration, which approval Landlord
shall not unreasonable withhold or delay, except that (i) Landlord may withhold
its consent if in its reasonable opinion the alteration would adversely affect
the Building's structural components or the plumbing, HVAC, mechanical and
electrical systems or adversely affect the facade of the Building and (ii) as
part of its consent Landlord may require Tenant to restore the alteration to
its prior condition. Landlord agrees not to unreasonably withhold its consent
to any other alterations. Landlord agrees to consent to any applications (or,
if required, to join in any such application) or permits and or authorizations
required by governmental authorities having jurisdiction provided that Landlord
shall not be obligated to incur any expense in connection therewith, it being
understood and agreed that Landlord's review and consent of such application
forms shall not be deemed an expense except that Landlord shall be entitled to
its actual out-of-pocket expenses. Landlord further agrees that Tenant may use
a qualified contractor of its own choosing to make any alterations. All
alterations shall comply with applicable codes, ordinances, regulations and
laws.

<PAGE> 17
RIDER TO LEASE BETWEEN
RENAISSANCE ACQUISITIONS, LLC
AND
REAL MEDIA, INC.

DATED: February 01, 1999

36. The annual base rent during the term of the Lease shall be as
set forth in the following table. In addition, the tenant shall pay a monthly
sprinkler charge of $50.00 and a monthly water and sewer charge of $150.00.
Said sprinkler and water charge may be raised in the event-the rate at which
Landlord is charged for sprinkler and/or water service is raised. Any such
raise shall be equal to the same percentage as Landlord's rate is raised.
Landlord shall provide, at Tenant's request, evidence of such increased
changes. The first month's rent, the first month's sprinkler charge and the
security shall be paid on the signing of this Lease. Landlord represents that
the demised premises are serviced by an operating sprinkler system.

<TABLE>
<CAPTION>
Period Annual Base Rent Monthly
- ------ ---------------- -------
Installment
------------
<S> <C> <C>
02/01/99-01/31/2000 $105,000.00 $8,750.00
02/01/00-01/31/2001 $108,675.00 $9,056.25
02/01/01-01/31/2002 $112,478.63 $9,373.22
</TABLE>

37. The Landlord agrees that the Tenant shall have a rent credit
of $4,375.00 for February 1999 and $4,375.00 for March 1999. The within rent
concession shall apply only to base rent, but shall not include the sprinkler,
water and sewer nor any "additional rent" as hereinafter provided. Moreover,
the concessions granted pursuant to this paragraph are intended to be amortized
over the term of this Lease, notwithstanding the fact that they are realized by
the Tenant at the inception of this Lease. In the event this Lease is
terminated or possession surrendered before the expiration date as a result of
Tenant's default hereunder, the unamortized concession shall become immediately
due and payable and a debt to be charged against the Tenant as additional rent
or otherwise.

Therefore, at the date of execution of this Lease, the Tenant shall pay to
Landlord, and Landlord acknowledges receipt of the following:

<TABLE>
<S> <C>
February 1999 Rent (1/2 Rent).................................$4,375.00
February 1999 Sprinkler, water and sewer.........................200.00
March 1999 Rent (1/2 Rent)....................................$4,375.00
March 1999 Sprinkler, water and sewer...........................$200.00
Security Deposit (last 4 months charges).....................$38,292.88
----------
TOTAL UPON SIGNING OF LEASE..................................$47,442.88
</TABLE>

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<PAGE> 18

Rent: Method of Payment: Landlord will deliver a rent bill to the
Tenant's premises. This bill will usually be delivered before the First (1st)
of each month. The rent is due, in the Landlord's office, on the First (1st)
day of each and every month.

Rent: Late Payment: Rent not received by the Landlord by 3:00 p.m.
on the Seventh (7th) calendar day of each month shall be deemed in default. In
addition, in the event the full rent is not received by the owner by the
Seventh (7th) calendar day of each month, the Tenant shall pay a late charge
equal to four (4%) percent of the unpaid balance.

In the event any check given by Tenant to Landlord is dishonored by
Tenant's bank, for any reason, Tenant shall forthwith deliver a certified or
bank check to Landlord in the amount of the dishonored check together with any
applicable late payment charge, plus a charge of Twenty-five Dollars ($25),
upon receipt of which Landlord will return the dishonored check to Tenant.

The charges herein set forth shall be deemed reimbursement to
Landlord for expenses incurred and lost income which may result from such late
payments and not as a penalty. The charges herein shall be in addition to and
not in lieu of any other rights of Landlord granted by this Lease or by law.

All security deposits will be held in an interest-bearing "lease
security" account in Marine Midland Bank. Interest is to be paid annually to
Tenant each year, less a one (1%) percent administrative fee to be retained by
Landlord. Landlord reserves the right to change the bank in which the deposit
is mentioned and shall notify Tenant of any such change. Landlord shall not be
required to obtain an interest rate above that normally given by the bank for
ordinary lease security accounts.

38. (a) For the purpose of this Paragraph, it is agreed that
the area occupied by Tenant under this Lease represents 8.34 % of the total
rentable area of the building, of which the demised premises are a part
(hereinafter referred to as the building); that the "lease year" shall mean the
twelve (12) month period commencing with the first day of the term and each
twelve (12) month period thereafter; that the "Base" tax year for determining
the increase in taxes and vault charges, shall be the tax year 1999/2000. The
"Base" year for determining all charges in subparagraph (b) below shall be
Calendar year 1999.

(b) In addition to all other rent charges payable by Tenant under
this Lease, Tenant agrees to pay 8.34 % of the amount of any increase in
Landlord's expense on the building for real estate taxes, common vault charges
and fuel charges imposed on the building (including the land thereunder) in any
subsequent year over the amount of the fuel costs and taxes, common vault
charges paid or required to be paid by Landlord for the Base tax year, by reason
of any increase in the assessed valuation or an increase in the tax rate, or
both, or by the levy, assessment or imposition of any new or additional real
estate tax or assessment on the building and/or appurtenances (including the
land thereunder) to the extent that same shall be in lieu of or in addition to
any of aforesaid taxes or assessments upon or against said building and/or

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<PAGE> 19

appurtenances (including the land thereunder) or by any increase in the vault
charges. The Tenant agrees to pay the amount of any such increase within twenty
(20) days following receipt of Landlord's bill for same. If any such increase
shall be applicable to less than a full lease year, the increase shall be
pro-rated. Landlord shall, at the time it sends Tenant a bill for the aforesaid
tax increase, enclose a copy of the most recent fuel bill and the most recent
tax and related bills from the City of New York and indicate how Landlord
computes Tenant's share of any tax increase.

(c) In addition to the above, Tenant shall be responsible for
Tenant's proportionate share 8.34% of any Business Improvement District Charge
(B.I.D.) or tax imposed upon the building.

39. Electric current shall be obtained by Tenant from the Public
Utility who shall be responsible for all charges as the premises are directly
metered. Landlord at its own cost shall install an electric meter.

Landlord shall not be liable to Tenant for any loss or damage or
expense which Tenant may sustain or incur if either the quantity or character of
electric service is changed or is no longer available or suitable for Tenant's
requirements as a result of causes beyond Landlord's reasonable control. Any
riser or risers to supply Tenant's electrical requirements, upon written request
of Tenant, and written approval of Landlord may be installed by Tenant, at the
sole cost and expense of Tenant, if, in Landlord's sole reasonable judgment, the
same are necessary and will not cause permanent damage or injury to the building
or demised premises or cause or create a dangerous or hazardous condition or
entail excessive or unreasonable alterations, repairs or expense or interfere
with or disturb other tenants or occupants. In addition to the installation of
such riser or risers, Tenant will also at the sole cost and expense of Tenant,
install all other equipment proper and necessary in connection therewith subject
to the aforesaid terms and conditions. Tenant covenants and agrees that at all
times its use of electrical current shall never exceed the capacity of existing
feeders to the building or the risers or wiring installations.

40. It is understood and agreed that this Lease may not be
assigned nor may the demised premises be sub-leased without the prior written
consent of Landlord, whose consent shall not be unreasonable withheld and/or
delayed. Landlord need not consent to any sublet/assignment to a non-credit
worthy Tenant as determined by Landlord in its sole discretion. Furthermore, it
is understood and agreed that in the event Tenant sells, assigns, or transfers
any ownership of any shares of its stock to any person or entity without the
prior written consent of Landlord, whose consent shall not be unreasonably
withheld and/or delayed, same shall be deemed an unauthorized assignment.
However, it is understood and agreed that in the event Landlord consents to any
such assignment, sublet or transfer same shall not diminish Tenant's obligation
to perform all the terms, warranties, and covenants. Such assignment shall not
relieve tenant of its obligations or duties hereunder.

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<PAGE> 20

Notwithstanding anything to the contrary herein, Landlord's consent
shall not be required for an assignment or sublease to Tenant's parent,
affiliates, subsidiaries and/or successors in interest arising out of a merger
or transfer of assets; however, Landlord must be notified of any such
assignment and/or sublease and the Tenant shall not be relieved of its
liabilities hereunder.

Notwithstanding the above, Landlord shall have, at its sole
unilateral option, the right to recover the demised premises in the event
Tenant desires to sublet and/or assign for the remainder of the lease term to a
person or entity not affiliated with Tenant. Should Landlord elect to do so,
Tenant shall be released from all further obligations as of the date of such
recovery of possession. In the event Landlord makes such election, denial of
consent to sublet or assign shall not be deemed unreasonable, as set forth in
this paragraph, however, such election shall not be unreasonably delayed.

In the event Tenant does sell, assign or transfer this Lease or
sublet any part of the demised premises with Landlord's consent as hereinbefore
provided for a sum in excess of the base rent as herein provided Landlord shall
be entitled to receive one-half (1/2) of any such excess net base rent. Such
excess net shall be determined by dividing the rent (base and additional) paid
by Tenant by the number of square feet (the premises are deemed to be 5000
rentable square feet) of the demised premises in order to determine a rent per
square foot and deducting Tenant's brokerage fees, commissions and work letter
contribution and free rent period. If the rent per square foot pursuant to the
sublease or lease assignment exceeds the rent per square foot pursuant to this
Lease less the aforementioned expenses, Landlord shall be entitled to one-half
(1/2) of such excess. At no time shall the rent for the premises be reduced
below that which is reserved by this Lease.

In the event of an assignment to a subsidiary, parent, partner,
affiliated company or other alter-ego of Tenant, Tenant shall remain liable for
the performances of all obligations pursuant to this Lease. Any assignment must
be done in strict compliance with this paragraph except as otherwise provided
for herein.

41. Tenant shall, at its sole cost and expense, provide and keep
in full force and effect for the benefit of Landlord and Tenant, a liability
insurance policy (naming Landlord as additional insured) in the amount of Two
Million ($2,000,000) Dollars for any one loss - Said policy shall be in
standard form written by good and solvent insurance companies licensed in New
York State, protecting Landlord and Tenant against any and all liabilities due
to or occasioned by negligence, occurrence, accident, or disaster on or about
the demised premises.

42. All certificates of insurance shall be delivered to and left
in the possession of Landlord prior to the commencement of this lease or the
commencement of any work performed in or on the demised premises whichever date
shall be earlier. Such insurance shall be reasonably satisfactory to Landlord
and shall contain a clause requiring notification in writing by Certified Mail,
Return Receipt Requested, on ten (10) days notice to Landlord in the event of
cancellation thereof for any reason whatsoever.

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<PAGE> 21

43. It is understood that in the event an insurance company
providing Landlord with insurance for the building in which the demised
premises constitutes a part shall at any time after the commencement of this
lease increase the annual premium for the amount of coverage then in place
because of Tenant's specific manner of use of the demised premises, other then
for office space, Tenant shall pay to Landlord as "Additional Rent",
collectible in the same manner and method as Rent is collected hereunder, One
Hundred (100%) Percent of such increase, which is attributable to Tenant's
manner of use of the demised premises, due and payable on the first day of the
first month subsequent to Landlord's notification to Tenant that Landlord has
received notification of such increase. This paragraph shall not apply to
changes in insurance rates due to the premises being occupied rather than
vacant, but refers to any increases due to Tenant's activities or use of the
premises.

44. Intentionally Omitted.

45. In no event shall the Landlord's failure to provide heat due
to technical problems be a cause for diminution or suspension of Tenant's
rental obligations. In no respect is Landlord required to maintain the premises
at a specified temperature.

46. In order to properly service and maintain the sprinkler
system for the entire building, the Landlord must gain access to certain
sprinkler valves within Tenant's premises. The Tenant shall permit reasonable
access by Landlord's agents or employees to the valves during normal business
hours. Tenant agrees that nothing may be attached to or hung from any sprinkler
pipes. Tenant expressly grants Landlord an easement to permit access as set
forth above, provided that Tenant shall receive reasonable advance notice
thereof and that Landlord and its agents and employees and all such persons
shall use their best efforts not to unreasonably interfere with the conduct of
Tenant's business and Tenant's occupancy of the demised premises.

47. Tenant shall provide adequate fire extinguishers which shall
be regularly inspected at its sole cost and expense, as required by the New
York City Fire Department.

48. No services shall be provided by Landlord on legal holidays
including, but not necessary limited to, New Years Day, Presidents Day,
Thanksgiving, Labor Day, Columbus Day, Election Day, Independence Day, Memorial
Day, Martin Luther King's Birthday and Christmas Day. Notwithstanding above
tenant may use the premises and passenger elevator on those days.

49. It is understood and agreed that any and all supplies,
materials, services equipment, and labor required for any work performed by
Tenant which under the terms of this Lease are to be performed by Tenant or
otherwise done by Tenant with Landlord's consent or performed by Landlord at
the request or on behalf of Tenant to the demised premises shall be supplied by
Tenant at Tenant's sole cost and expense, unless specifically excepted herein.
Furthermore, it is understood and agreed that Tenant shall make no demands upon
Landlord for the provision of any supplies, materials, services, equipment, or
labor, nor shall Tenant request

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<PAGE> 22

from Landlord any form of compensation for Tenant's expenditures, unless
specifically provided for herein.

50. It is understood and agreed that any and all work done by
Tenant to the demised premises shall be in accordance with all laws,
regulations, and ordinances of all governmental or municipal agencies having
jurisdiction therein.

51. Tenant, and it assigns, shall indemnify and hold Landlord
harmless from and against all liabilities, obligations, damages, penalties,
claims, costs, and expenses, including reasonable attorneys' fees paid,
suffered, or incurred arising out of or from any occurrence, accident, or
disaster in the demised premises, or in and about or adjacent to the exterior
of the building in which the demised premises constitutes a part, causing
injury or damage to any person, entity, or property, due to any neglectful act
or neglect of Tenant, its agents, servants, employees, customers, or visitors
to comply with and perform each and every requirement and provision of this
lease on its part to be performed or due or claimed to be due to any use made
by Tenant of the demised premises. The foregoing indemnity shall not apply to
the extent that Landlord shall be determined to be contributory negligent in
respect of any occurrence, accident or disaster in or about the demised
premises.

52. Tenant agrees to maintain the demised premises free of any
violations that may be imposed by the Department of Buildings and/or any other
governmental or municipal agency having jurisdiction over the demised premises,
arising out of Tenant's manner of use of the demised premises hereunder which
affect Landlord's building.

53. It is understood and agreed that Tenant will only use the
demised premises for office use and for no other purpose. Tenant acknowledges
that any breach of the foregoing provision will cause Landlord substantial and
irreparable harm and damage. In addition to all other remedies available to
Landlord, it is understood and agreed that this Lease and the term hereof shall
end, expire, and terminate in the event such breach is not cured within ten
(10) days after notice by Landlord to Tenant to cure said breach as served
pursuant to paragraph 60 hereof. In the event such notice is given, Tenant
hereby agrees to vacate and surrender the demised premises to Landlord
forthwith. If tenant fails to do so landlord may seek an eviction by summary
proceeding. In no event is any residential use of the premises permitted.

54. It is understood and agreed that in the event Tenant shall
"Hold Over" and fail to deliver the demised premises to Landlord vacant and in
"Broom Clean" condition at the expiration of this Lease, at the expiration of
any extensions of this Lease, or at any time Landlord shall gain legal
possession of the demised premises by reason of Court Order, Tenant's default,
or for any other reason whatsoever, such "Holding Over" shall not be deemed to
extend the term or to renew this Lease, but such "Holding Over" thereafter
shall continue upon the covenants and conditions herein set forth except that
the charge for the use and occupancy of such "Holding Over" for each calendar
month or part thereof (even if such part shall be a small fraction of a
calendar month) shall be at the rate of 1 1/2 times the aggregate rent and
additional rent payable hereunder during the last month of Tenant's legal
occupancy, which total sum Tenant agrees to pay Landlord promptly upon demand,
in full, without set-off or deduction. In the event Tenant shall fail to pay
Landlord such charge for "Holding Over" promptly upon Landlord's demand, as

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<PAGE> 23

provided for hereinabove, it is understood and agreed that Landlord shall be
entitled to interest calculated at a daily periodic rate of .0411, an annual
percentage rate of Fifteen (15%) percent. Neither the billing nor the
collection of use and occupancy charges in the above amount shall be deemed a
waiver of any right of Landlord to collect damages for Tenant's failure to
vacate the demised premises after the expiration or sooner termination of this
Lease. The foregoing shall survive the term of this Lease and any renewals or
extensions thereof.

55. It is understood and agreed that the demised premises is used
commercially and any refuse or garbage generated from such commercial
establishment will not be removed by the New York City Department of
Sanitation. Therefore, Tenant understands and agrees that Tenant shall, at its
own sole cost and expense, hire a licensed garbage removal service to remove
Tenant's garbage from the demised premises. Landlord supplies no cleaning
services to the demised premises, and Tenant is required to supply its own
office cleaning at its sole expense.

56. It is understood and agreed that Tenant, at Tenant's sole
cost and expense, shall provide Landlord with complete access to the demised
premises and every part within the demised premises as is reasonable provided
that Tenant shall receive reasonable advance notice thereof and that Landlord
and its agents and employees and all such persons shall use their best efforts
not to unreasonably interfere with the conduct of Tenant's business and
Tenant's occupancy of the demised premises. Tenant's failure to comply with
this provision shall be deemed a substantial breach of this Lease and
sufficient grounds for the summary termination of this Lease. Landlord agrees
that except in the event of an emergency requiring immediate entry, it will
give Tenant reasonable notice if Landlord desires to inspect or otherwise gain
access to the demised premises, provided that Tenant shall receive reasonable
advance notice thereof and that Landlord and its agents and employees and all
such persons shall use their best efforts not to unreasonably interfere with
the conduct of Tenant's business and Tenant's occupancy of the demised
premises.

Landlord shall use reasonable best efforts not to damage the
demised premises and the property of Tenant located therein provided that
Tenant shall receive reasonable advance notice thereof and that Landlord and
its agents and employees and all such persons shall use their best efforts not
to unreasonably interfere with the conduct of Tenant's business and Tenant's
occupancy of the demised premises.

57. Tenant has inspected the premises and it is understood and
agreed that except as otherwise provided in this Lease, Tenant will accept the
said premises under this Lease, except as hereinafter provided in paragraph 68
"AS IS" vacant and broom clean, in their present state and condition, and
Landlord will have no obligations to undertake any alterations, decoration,
installments, additions, improvements, or repairs except as herein contained in
or to the demised premises during the term of this Lease. Landlord represents
and warrants to Tenant that the premises are legal for Tenant's intended use
and that the building systems, HVAC, electric and plumbing shall be in good
working order at the time of installation. However, Tenant shall thereafter be
responsible for maintenance of these systems within the demised premises.

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<PAGE> 24

Landlord represents that it has no knowledge of any pending
violations or hazardous wastes at the premises, and if any are outstanding,
Landlord at its own cost and expense shall remove them provided they exist
prior to Tenant's occupancy.

58. Tenant hereby expressly grants to Landlord an easement and
shall permit Landlord to erect, use, maintain and repair pipes, ducts, cables,
conduits, plumbing, vents and wires in, to and through the premises as and to
the extent that Landlord may now or hereafter deem to be necessary or
appropriate for the proper operation and maintenance of the building in which
the demised premises are located or to the extent necessary to accommodate the
requirements of other Tenants in the building. All such work shall be done, so
far as practicable, in such manner as to avoid unreasonable interference with
Tenant's use of the premises. Landlord shall grant Tenant access to the
plumbing and electrical systems in the building to the extent that it can so as
to allow the hookup of the Tenant's plumbing and electrical installations,
except that if any such condition materially (i) impairs Tenant's ability to
occupy the demised premises or to conduct its business thereon for a period of
at least seven (7) continuous days, after Tenant's notice to Landlord, Tenant
shall at any time thereafter have the right to cancel this Lease, or (ii)
reduces the size of the demised premises Tenant's rent and pro-rata share shall
be proportionately reduced.

59. The parties represent that no brokers except Staubach Company
of New York, LLC and Andover Realty, Inc., were instrumental in consummating
this Lease. Landlord agrees to pay such broker in accordance with a separate
agreement. Landlord and Tenant each agree to indemnify and to hold the other
harmless against any claims for brokerage commissions arising out of any
conversations or negotiations had by the indemnifying party with any broker
regarding these premises. This indemnity shall include any claim and any of the
indemnified party's expenses arising out of such claims, including, but not
limited to, attorneys' fees.

60. Notwithstanding any provision to the contrary, all notices
required to be sent under this lease shall be sent by Certified Mail, Return
Receipt Requested. If to the Tenants, the notice shall be addressed to the
Tenant at the demised premises with a copy to Dave Morgan, Esq., 260 Fifth
Avenue, 4th Floor, New York, New York; Fax No. (212). If to the Landlord, the
notice shall be addressed to the Landlord at 627 Broadway, New York, New York
with a copy to Richard J. Pilson, Esq., c/o Berliner & Pilson, Esqs., 3 New
York Plaza, 18th Floor, New York, New York 10004, Fax no. (212) 425-6444.
Either the Landlord or the Tenant may designate another address for notices by
sending the other party a notice of same. All notices shall be effective as of
the date mailed, if mailed from a Post Office with proof of mailing.

61. In the event of any conflict between the provisions of this
rider and the printed Lease, the provisions of this rider shall prevail.

-8-

<PAGE> 25

acceptance by the Landlord of rent or other payments, charges or sums with
knowledge of a breach of any provision of this Lease Agreement shall not be
deemed a waiver of such breach. No provision of this Lease Agreement shall be
deemed to have been waived unless such waiver shall be in writing signed by the
party to be charged. No payment by the Tenant or receipt by the Landlord of a
lesser amount than the rents, charges and other sums hereby reserved shall be
deemed to be other than on account of the earliest rents, charges and other
sums then unpaid, including items of additional rent due hereunder nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment by Tenant be deemed an accord and satisfaction, and such rents,
charges and other sums shall remain due and Landlord may pursue any other
remedy in this Lease Agreement provided or by law permitted, and no waiver by
Landlord in favor of any other Tenant or occupant shall constitute a waiver in
favor of the Tenant herein. No agreement to accept a surrender of all or any
part of demised premises or this Lease Agreement shall be valid unless in
writing and signed by the Landlord and the Tenant. No delivery of keys shall
operate as a termination of this Lease Agreement or a surrender of the demised
premises.

63. Tenant agrees not to use or permit the demised premises to be
used for parties of any kind, except office parties, nor to permit the
maintenance of any pets or permit the demised premises to be used as
residential space or living quarters.

64. Tenant may install only such locks on the demised premises as
are approved by law, rule or ordinance for premises of the type designated in
the use clause of this lease and further agrees to see to it that all fire
exits remain unobstructed at all times. Tenant further agrees to enforce all
laws, rules or ordinances regulating permitted smoking areas in the demised
premises. Tenant shall be responsible for installation and the cost and expense
of all locks and security devices (i.e. alarms, etc.), and the maintenance
thereof. Landlord is not responsible for any damage or loss to tenant by theft,
vandalism, etc., unless caused by Landlord's negligence.

65. (a) Landlord and Tenant agree to give up the right to a
trial by jury in any court action, proceeding or counterclaim on any matters
concerning this Lease, the relationship of Tenant and Landlord or Tenant's use
or occupancy of the demised premises.

(b) If Landlord begins any court action or proceeding
against Tenant in a non-payment or holdover proceeding, Tenant may not make any
counterclaim, in such action or proceeding, other than a compulsory
counterclaim.

66. Notwithstanding anything to the contrary in this lease it is
agreed that any demand for rent may be made orally and no written notice of any
kind shall be necessary as a condition precedent to commencement of a
non-payment petition:

67. In any action or proceeding brought by Landlord for
non-payment of rent, additional rent and/or holdover, Landlord shall if it is
the prevailing party either by court decision or settlement, be entitled to
recover the reasonable legal fees incurred in the prosecution or defense of
such action or proceeding.

-9-

<PAGE> 26

68. Landlord agrees to do the following work in the demised
premises:

a) Install new windows (windows due in January 1999)

b) Install a new hardwood floor (done already). Finish to
be two (2) coats polyurethane, to be applied within a
reasonable time after Tenant's instruction to Landlord.

c) Install a 15 ton a/c split system: compressor on roof,
blower hung from ceiling above exit door. Tenant is
responsible for installation of ductwork from a/c unit.
In addition, Tenant is responsible for maintaining an
annual service contract, at its own cost and expense,
with a reputable HVAC company. Annual Fire Dept.
inspection fee payable by Tenant. Warranties, if any,
for a/c systems shall be assigned to Tenant.
d) Install two (2) new fully fixtured bathrooms, one of
which is ADA approved (done already).
e) Install new kitchen with sink, refrigerator and
dishwasher (done already).
f) Install basic class E fire system.
g) Patch and prime all walls and ceilings (done already).
Tenant to be responsible to finish painting at its own
expense.

Tenant's work:

a) Construct a first-class office space.
b) Ductwork for new air conditioner.

All such work shall be performed in accordance with the provisions
of paragraph 50 and other terms of this Lease and by law, including but no
limited to appropriate building, electrical and plumbing codes. Tenant shall
obtain all necessary permits and signoffs and shall solely be responsible for
the costs thereof, as well as any penalties, which the Landlord incurs as a
result of any non-compliance.

In the event window installation is not substantially completed by
January 31, 1999, Tenant shall receive a rent credit for each day until the job
is substantially complete.

69. Landlord shall provide, at no cost to Tenant, two (2) keys to
the passenger elevator. Additional elevator keys are available, but there shall
be a fifteen ($15) dollar deposit for each extra key. In addition, Landlord
shall give Tenant two (2) listings on the building directory without charge. Up
to two (2) additional listings may be had at Twenty-Five ($25) Dollars per
line.

70. Notwithstanding anything else contained in this Lease it is
agreed that any demand for rent may be made orally and no written notice of any
kind shall be necessary as a condition precedent to commencement of a
non-payment petition.

-10-

<PAGE> 27

71. A copy of the ACP5 for the building to be attached hereto as
Exhibit "A" and made a part hereof.

72. Non-Disturbance. Landlord represents that the demised
premises are not subject to a mortgage, security interest or other encumbrance.
In the event the Landlord sells, assigns, mortgages, encumbers, hypothecates or
otherwise transfers (a "Transfer") the demised premises, Landlord will execute
30 days prior to such transfer, with 15 days written notice to tenant prior to
execution, a non-Disturbance agreement with the holdover of such interest in
the following form and substance:

If, at any time, the holder of an interest in the demised premises
("Lender") or any person or entity or any of their successors or
assigns who shall acquire the interest of the Landlord under the
lease through a foreclosure of a security instrument, the exercise
of power of sale under a security instrument, a deed-in-lieu of
foreclosure, an assignment-in-lieu of foreclosure or through a
Transfer, as the term is defined above, or otherwise (each a "New
Owner") shall succeed to the interests of Landlord under the Lease,
so long as 1) the Lease is then in full force and effect, 2) Tenant
complies with this Agreement and is not in default which cannot be
cured, and 3) the Lease shall continue in full force and effect as
a direct lease between the New Owner and Tenant, upon and subject
to all of the terms, covenants and conditions of the Lease, for the
balance of the term thereof. Tenant hereby agrees to atorn and
accept any such New Owner as landlord under the Lease and to be
bound by and perform all of the obligations imposed by the Lease,
and Lender, or any such New Owner of the Property, agrees that it
will not disturb the possession of Tenant and will be bound by all
of the obligations imposed on the Landlord by the Lease.

Nothing contained herein shall prevent Lender from naming or
joining Tenant in any foreclosure or other action or proceeding initiated by
Lender pursuant to the Security Instrument to the extent necessary under
applicable law in order for Lender to avail itself of and complete the
foreclosure or other remedy, but such naming or joinder shall not be in
derogation of the rights of Tenant as set forth in this Agreement.

RENAISSANCE ACQUISITIONS, LLC,

By: /s/ Kenneth Fishel
---------------------------
Kenneth Fishel,

REAL MEDIA, INC.,

By: /s/ Mark Neumann
---------------------------
Mark Neumann,

-11-

<PAGE> 28
ADDENDUM TO LEASE DATED FEBRUARY 1, 1999
BETWEEN RENAISSANCE ACQUISITIONS LLC
(HEREINAFTER "LANDLORD") AND
REAL MEDIA, INC., (HEREINAFTER "TENANT")

1. PURPOSE OF ADDENDUM

This addendum is designed to amend the current lease between the
parties dated February 1, 1999, for Entire 4th Floor at 260 Fifth Avenue, New
York, New York, for the purpose of leasing additional space to the tenant at
260 Fifth Avenue for a portion of the balance of the original lease term from
September 1, 1999 through December 31, 2000. The "Additional Space" is located
at 260 Fifth Avenue, New York, New York, Suite 901.

2. TERMS OF ADDENDUM TO SUPERSEDE ORIGINAL LEASE

In the event there is a conflict of terms between the provisions of
this addendum and the terms of the lease dated February 1, 1999, the terms of
this addendum shall prevail. All terms of the original lease shall otherwise
pertain to the respective obligations of the parties with respect to the
additional space rented herein.

3. ENTIRE PREMISES TO BE CONSIDERED ONE DEMISED PREMISES

Although the rent reserved for Fourth (4th) Floor (the "Original
Space") and Suite 901 are separately computed, with rents for Suite 901 set
forth herein and the Fourth (4th) Floor in the original lease, the parties
agree that the space rented by the original lease dated February 1, 1999,
Entire Fourth Floor at 260 Fifth Avenue, (the "Original Space") and Suite 901
at 260 Fifth Avenue, (the "Additional Space") shall constitute one "demised
premises" which shall include the Original Space and the Additional Space
leased herein consisting of Suite 901 and the Entire Fourth Floor at 260 Fifth
Avenue, New York, New York. Nonwithstanding the fact that the rent

-1-

<PAGE> 29

for the original demised premises and the additional premises rented are
separately computed and may be billed separately, the tenant is responsible for
payment of both amounts and a default in one amount shall constitute a default
for the entire demised premises.

4. RENT FOR ADDITIONAL SPACE

The Rent payable with respect to Suite 901, which is in addition to
that due for the Original Space in the

Original Lease of February 1, 1999, shall be as follows.,

<TABLE>
<CAPTION>
YEAR MINIMUM ANNUAL MINIMUM MONTHLY
- ---- -------------- ---------------
BASE RENT INSTALLMENT
--------- -----------
<S> <C> <C>
09/01/99-12/31/2000 $60,000.00 $5,000.00
</TABLE>

Notwithstanding the foregoing the base rent and additional rent for
September, 1999 shall be abated.

5. REAL ESTATE TAX ESCALATION AND OTHER ESCALATIONS PURSUANT TO PARAGRAPH
44 OF THE ORIGINAL LEASE

The Real Estate Tax Escalation and all other escalations pursuant to
paragraph 38 of the lease with respect to the Additional Space located in Suite
901 shall be computed and payable as per paragraph 38 of the original lease,
using the base year 1999/2000. The Base Year for all of the other escalations
with respect to the Additional Space shall be the calendar year 1999. The
Tenant's Proportionate Share attributable to Suite 90l shall be 4.18% of total
building charges. These escalations, if any, shall be due in addition to any
escalations due for the original demised premises, and payable in the same
manner as set forth in the Original Lease.

6. PREMISES "AS IS" AND OTHER IMPROVEMENTS

The Tenant agrees to take the Additional Space in its "as is"
condition. Landlord will not make any improvements whatsoever except to insure
the Additional Space broom clean at the time possession is given.

-2-

<PAGE> 30

Notwithstanding the above, Landlord agrees to perform the following
work:

1. Paint entire space white.
2. Remove non-working air conditioners from windows.
3. Replace window air conditioners, as necessary.

7. SPRINKLER CHARGES AND WATER AND SEWER RENT

Tenant shall pay an additional $20.00 per month for the Additional
Space for Sprinkler Charges and $50.00 per month for water and sewer, which may
be increased should Landlord's sprinkler costs or water and sewer costs
increase at the time of any such increase, or thereafter, and Tenant shall be
responsible to the extent of Tenant's Proportionate Share for same as
additional rent.

8. SECURITY DEPOSIT

Tenant shall upon signing this addendum deposit the sum of $5,070.00
as additional security which shall be maintained as set forth in paragraph 37
of the original lease.

Tenant shall also tender to Landlord the October 1999 rent ($5,000.00)
and the first months sprinkler and water and sewer ($70.00) (October 1999) for
a total of $10,140.00 upon signing this agreement applicable to the Additional
Space.

9. INSURANCE INCREASE

In the event Tenant's activities or alterations result in the Landlord
incurring an additional expense for insurance, fire or otherwise, said increase
shall be payable by the Tenant upon presentment of any such bill.

10. MISCELLANEOUS

Any provision of the original lease not specifically addressed in this
modification shall be applicable to both the original and additional demised
premises.

-3-

<PAGE> 31

11. NO AGREEMENT NOT IN WRITING

This agreement, read along with the original lease dated October 19,
1998, shall constitute the entire agreement between the parties and shall not
be modified except by a writing signed by both Landlord and Tenant.

12. OBLIGATION OF TENANT BEFORE TERM ENDS

Tenant agrees to advise landlord in writing by certified mail at least
six (6) months prior to the expiration of the Original Lease and Addendum as to
whether it intends to remain in either or both of the spaces. Failure to give
the required six (6) months notice shall obligate Tenant to be responsible for
rent loss incurred by the Landlord, up to a maximum of three (3) months lost
rental. Said rental loss shall be computed at the "Holdover" rate reserved in
the Original Lease, Paragraph 54.

13. TENANT'S WORK

Tenant to perform all other work not specifically delineated as
Landlord's work in the Space.

All work must be done in accordance with Tenants legal and contractual
requirements as set forth in the Original Lease.

14. TENANT'S ELECTRIC COSTS

Tenant's electric costs for the Additional Space are included in the
monthly base rent for the Additional Space.

-4-

<PAGE> 32

WHEREFORE, the parties have affixed their signatures in assent to the
above terms this 13th day of August, 1999.

RENAISSANCE ACQUISITIONS LLC,
Landlord

By: /s/ Kenneth Fishel
-----------------------------------
Kenneth Fishel, Member

REAL MEDIA, INC.,
Tenant

By: /s/ David Thompson
-----------------------------------
David Thompson, Director of Finance

BROKERAGE COMMISSION

Landlord shall not be responsible for any brokerage commission with
respect to this transaction.

Any brokerage commission due shall be the responsibility of Tenant alone.

Dated: August , 1999

THE STAUBACH COMPANY,
Broker

By:
-----------------------------------

ANDOVER REALTY INC.,
Broker

By:
-----------------------------------

-5-

<PAGE> 1
Exhibit 10.23

THIRD COPY

Dr. ADAM FREIHERR von KOTTWITZ
Notary
Neuer Wall 75 -- Burgermeisterhaus
20354 Hamburg
Telephone: (040) 37 85 83-0
Fax: (040) 36 72 88

NOTARIAL DOCUMENT
<PAGE> 2
OH121501

No. 3128 of the Document Register for 1998

TRANSACTED

in this Free and Hanseatic City of Hamburg

on December 14,
1998 (nineteen hundred ninety-eight).

The following persons appeared before me, the undersigned Hamburg notary

Dr. Adam Freiherr von Kottwitz
Neuer Wall 75, 20354 Hamburg,

in my offices:

1. Mr. Daniel Wolfgang Dimpker
Address: Averhoffstrasse 4, 22085 Hamburg
Acting with a written power of attorney for

Mr. Sascha Christian Wolff,
Address: Ostpreussenstrasse 73, 81927 Munich
- Party 1 -

2. Mr. Daniel Wolfgang Dimpker
Address: Averhoffstrasse 4, 22085 Hamburg
Acting on his own behalf
- Party 2 -
3. Mr. Pascal Zahner
Acting with a notarial power of attorney for the company

PubliGroupe SA
- Party 3 -

Parties 1 and 2 stated that they were acting in the following as shareholders of
CUBICMEDIA Gesellschaft fur neue Medien mbH, which is registered in the
Commercial Register of the Hamburg Local Court under HRB 66209.

The representative of Party 3 stated that he was acting as an authorized
representative of PubliGroupe SA, 12, Av. des Toises, CH - 1002 Lausanne.

The persons appearing identified themselves by presentation of their personal
identification cards, and the representative of Party 3 documented his
representative authority for the aforementioned company by presentation of a
notarized power of attorney.
<PAGE> 3
2

Given the foregoing, the persons appearing requested the following (I)
assignment of partial shares and the following (II) purchase agreement, as well
as a put/call option (III) and final provisions (IV).

1. Party 1 holds a share in CUBICMEDIA Gesellschaft fur neue Medien mbH
(hereinafter CUBICMEDIA), which is registered in the Commercial
Register of the Hamburg Local Court under HRB 66209, in the nominal
amount of DEM 25,000.00 (twenty-five thousand Deutsche Marks). This
original capital share has been fully paid in cash. The aforementioned
share in the business is hereby divided into two shares having nominal
amounts of DEM 19,000.00 (nineteen thousand Deutsche Marks) and DEM
6,000.00 (six thousand Deutsche Marks). Party 1 hereby assigns the
partial share with the nominal amount of DEM 19,000.00 to PubliGroupe
SA; the representative of Party 3 accepts the assignment of the partial
share for PubliGroupe SA.

2. Party 2 holds a share in CUBICMEDIA Gesellschaft fur neue Medien mbH
(hereinafter CUBICMEDIA), which is registered in the Commercial
Register of the Hamburg Local Court under HRB 66209, in the nominal
amount of DEM 25,000.00 (twenty-five thousand Deutsche Marks). This
original capital share has been fully paid in cash. The aforementioned
share in the business is hereby divided into two shares having nominal
amounts of DEM 19,000.00 (nineteen thousand Deutsche Marks) and DEM
6,000.00 (six thousand Deutsche Marks). Party 2 hereby assigns the
partial share with the nominal amount of DEM 19,000.00 to PubliGroupe
SA; the representative of Party 3 accepts the assignment of the partial
share for PubliGroupe SA.

3. The assignment of the shares in the business is subject to the
precedent condition of payment of the fixed amount pursuant to No.
II.3.1 of this agreement. After receipt of the fixed amount, the
corresponding seller is obligated to provide the notary certifying the
documents with a legally binding signed receipt. If the notary does not
receive this confirmation of payment within seven days after payment,
then a confirmation from the bank commissioned by the purchaser with
the transfer of the fixed amount shall serve as documentation of
payment. In the same manner as a receipt, such a bank confirmation
shall constitute documentation that the purchaser has received the
fixed amount and that
<PAGE> 4
3

the precedent condition for the assignment has occurred. The parties
commission the notary to attach the payment confirmation to this
document.

4. Parties 1 and 2 state that, in their function as shareholders of the
CUBICMEDIA Company, they consent to the assignment of the partial
shares of DEM 19,000.00 each, created under Nos. 1 and 2 above, to
PubliGroupe SA.

By written statement dated 12/14/1998, which is attached to this
document as an annex, CUBICMEDIA Gesellschaft fur neue Medien mbH
irrevocably consented to the division and assignment of the partial
shares described under Nos. 1 and 2 of this document.

5. The assignment of the shares in the business takes place in fulfillment
of the following purchase agreement.

In addition, Parties 1 and 2 make the following statement: CUBICMEDIA
Gesellschaft fur neue Medien mbH owns no real estate. The notary is hereby
commissioned to register the transfer of the shares with CUBICMEDIA Gesellschaft
fur neue Medien mbH pursuant to Section 16 of the Companies Act (GmbHG).

II.

1. Party 1 hereby sells his share in CUBICMEDIA Gesellschaft fur neue
Medien mbH in the nominal amount of DEM 19,000.00 to PubliGroupe SA;
the representative of Party 3 hereby declares for the aforementioned
company that it wishes to purchase the share in the business.

2. Party 2 hereby sells his share in CUBICMEDIA Gesellschaft fur neue
Medien mbH in the nominal amount of DEM 19,000.00 to PubliGroupe SA;
the representative of Party 3 hereby declares for the aforementioned
company that it wishes to purchase the share in the business.

3. PubliGroupe SA hereby agrees to pay the purchase price for the shares
in the business sold under the preceding Nos. 1 and 2, as follows:
<PAGE> 5
4

The purchase price shall consist of a fixed amount and a variable
purchase price portion, which depends on the future operating results
of the company.

3.1. PubliGroupe SA shall pay a fixed amount to Party 1 and Party 2 of DEM
435,000.00 each. Party 1 and Party 2 are not joint creditors; each of
them is separately entitled to the agreed-upon share purchase price in
the full amount.
The fixed portion of the purchase price will then be adjusted
afterwards, if the operating results as of 6/30/1999 do not correspond
to this share purchase price; the calculation method for the difference
between the operating results and the share purchase price can be seen
from the calculation example mentioned below under No. 3.2, and
included herewith as an annex.
An adjustment should only take place within the range of at most DEM
135,000.00 per seller. An amount of DEM 300,000.00 shall remain
completely constant regardless of the operating results presented on
6/30/1999.

3.2 The variable share purchase price shall be derived on the basis of the
annual operating results in the period from 1/1/1998 through
12/31/2000, as follows:
The annual gross return, i.e., sales minus commissions, rebates, and
payments to agencies, agents, and business partners, constitutes 50% of
the basis for calculation, with the following conditions: sales returns
from the sale of technology (excluding licensing fees and excluding
compensation for support by Real Media S.A.) shall be taken into
account only up to a maximum portion of 20% of overall sales.

Accounts receivable from advertising sold shall be taken into account
only to the extent that they have been paid for by the end of April
2001; payments received later shall be included in the calculation of
the variable share purchase price each quarter. The second half of the
basis for calculation is made up of the annual after-tax surpluses or
the annual deficits.

The fixed amounts pursuant to No. 3.1 will be subtracted from the total
amount calculated according to the foregoing procedure; the remaining
balance is the remaining (variable) share purchase price share, of
which Parties 1 and 2 are each entitled to half. Here again, the
parties are not joint creditors.

In order to avoid any difficulties of interpretation, the example
calculation enclosed as the Annex is referred to herewith as an
example.

3.3 The due date of the share purchase price is determined as follows:
<PAGE> 6
5

The fixed amount of DEM 435,000.00 each, in accordance with No. 3.5, is
payable within 10 days after this agreement is executed.

For the period after 6/30/1999, interim payments shall be made
semiannually in arrears on the variable share purchase price pursuant
to No. 3.2, for settlement on 12/31/2000; the interim payments shall
become due 45 days after presentation of the numbers for the preceding
six months. The amount of the semiannual interim payment shall be
calculated according to the method described under No. 3.2 for the
transactions of the preceding six months; here again, the fixed
purchase price amounts paid shall be applied by subtraction.
The final settlement shall take place after presentation of the
operating results as of 12/31/2000, while also taking into account
No. 4.

4. If PubliGroupe SA were to influence the gross returns and/or the annual
surpluses of CUBICMEDIA by competitive activity, then the variable
share purchase price shall be adjusted accordingly, in order to
compensate for these negative influences. If the parties cannot
regulate this conjointly, then this adjustment shall be finally decided
by an arbitrator (auditor) who is to be named by the Hamburg Chamber of
Commerce.

5. Parties 1 and 2 assume the guarantee for legal defects in the shares
sold.

6. Parties 1, 2, and 3 hereby agree to refrain from any disposal
whatsoever of their shares in CUBICMEDIA until 12/31/2000; the parties
appearing remain free to agree upon a different arrangement expressly,
unanimously, and in writing.

III.

1. With regard to the shares in the business remaining with Parties 1 and
2, Parties 1 and 2 grant Party 3 a Call Option, and Party 3 grants
Parties 1 and 2 a Put Option, with the following conditions:

The parties hereby reciprocally and irrevocably make an offer of a
purchase and assignment agreement with the following contents:
<PAGE> 7
6

a) The object of these agreements is the sale and assignment of
the shares in the business with a nominal amount of DEM
6,000.00 each, which Parties 1 and 2 hold in CUBICMEDIA, to
Party 3.

b) The price for each share in the business with a nominal amount
of DEM 6,000.00 shall be determined by the proportion of the
annual surplus of the company allocable to this share in the
business, after taxes, in fiscal 1999 and 2000, multiplied by
the factor 12.5.

c) The real transfer of the shares belonging to Parties 1 and 2
to Party 3 shall take place subject to the precedent condition
of complete payment of the purchase price.

d) No. II/5 of this agreement shall apply with regard to
guarantees and liability.

The parties are in agreement that the execution of the purchase
agreement in this matter, as well as the real transfer of the shares,
only still requires a unilateral notarial declaration by one of the
parties. The exercise of the option by one of the parties creates both
purchase and assignment agreements between PubliGroupe SA, on the one
hand, and Parties 1 and 2, on the other, whereby the Put Option can
only be exercised by Parties 1 and 2 conjointly.

2. Insofar as extraordinary project-related investments are to be made,
Parties 1 and 2 have the right to modify the method of calculation
pursuant to No. 1 b), by unilateral declaration at the Advisory Board
meeting in which the decision on this project is made, as follows: the
annual surplus that is authoritative for the purchase price shall be
corrected by the proceeds and costs of the project in question.

3. The option can only be exercised in the period starting 1/1/2001, and
until three months after the determination of the annual financial
statement for the year 2000.
<PAGE> 8
7

VI.

Final Provisions

1. The costs for documentation of this agreement shall be borne
by PubliGroupe SA. Otherwise, each party shall bear its own
costs, as well as the costs for consultants they call upon.

2. If one of the parties is overdue with a payment obligation
under this agreement, then interest on arrears shall be due in
the amount of 6% per annum. Assertion of a claim for damages
in excess of this amount shall not be excluded by this
provision.

3. This agreement and its interpretation are exclusively subject
to German law.

4. For any legal disputes that may arise from or in connection
with this agreement, it is hereby agreed that the courts of
Dusseldorf shall have jurisdiction and venue for claims of
Parties 1 and/or 2 against Party 3; for claims of Party 3
against one or both Parties 1 and/or 2, it is hereby agreed
that the courts of Hamburg shall have jurisdiction and venue.

5. Amendments or supplements to this agreement must be made in
writing, insofar as notarial documentation is not required by
binding legal provisions. This also applies to this clause.

6. If individual provisions of this agreement should be or become
ineffective or unenforceable, the effectiveness of the
remaining provisions of this agreement shall remain unaffected
thereby. An ineffective or unenforceable provision shall be
replaced by a provision that fulfills the economic intent of
the parties as closely as legally possible. The same applies
correspondingly if a gap should be found in this agreement
that must be filled.

7. This agreement replaces all agreements between the parties
made in the Letter of Intent dated September 1, 1998, under
the heading Stock Purchase Agreement.
<PAGE> 9
8

8. The following power of attorney also extends to the following
document, which is the Stockholder and Voting Agreement. The
authorized representatives are also authorized to amend the
aforementioned documents.

Power of attorney is hereby granted to

the employees of the Notary's office:

Ms. Petra Schippmann
Ms. Ilona Seifert
Ms. Petra Ohm

all having a business address of: Neuer Wall 75, 20354 Hamburg,

each individually, and with exemption from the limitations of Section 181 of the
German Civil Code (BGB), to make all declarations still necessary for the
execution of this document.

This document recording the foregoing, the original copy of which remains with
me, was read to the parties appearing, approved by them, and personally signed
by them, as follows, and also signed and sealed by me, the notary.

[3 SIGNATURES]

[NOTARY'S SEAL]
<PAGE> 10
Power of Attorney

I, Sascha Wolff, do hereby grant Mr. Daniel Dimpker power of attorney to
represent me in making the following agreements.

1. The sale of a portion of my shares in Cubicmedia Gesellschaft fur neue
Medien mbH, Hamburg ("the Company") to PubliGroupe SA, as well as
agreement of a Put/Call Option with regard to my remaining shares in
the Company.

2. The making of a Stockholder and Voting Agreement between the
shareholders of the Company (with annexes regarding the Company's
Articles of Association, Management Employment Agreements, etc.)

3. Other agreements in connection with Nos. 1 and 2 above.

My attorney in fact is exempt from the limitations of Section 181 of the German
Civil Code (BGB).

Hamburg, 12/07/98

[SIGNATURE]

Sascha Wolf
<PAGE> 11
PUBLIGROUPE

POWER OF ATTORNEY

Acting as legal representatives of PubliGroupe SA, with registered offices in
Lausanne, Mr. Jean-Jacques Zaugg, Chairman, and Mr. Jean-Denis Briod, Director,
hereby grant power of attorney to

MR. PASCAL ZAHNER

to legally sign the following agreements in the name of PubliGroupe AG, together
with Mr. Sascha Christian Wolff-Bremme Neven Du Mont and Daniel Wolfgang
Dimpker, within the framework of the purchase of 76% of the shares of CUBICMEDIA
Gesellschaft fur neue Medien mbH, registered under HRB 66209 at the Hamburg
Local Court:

- Assignment and purchase agreement with a Put/Call Option and
Final Provisions

- Articles of Association for CUBICMEDIA Gesellschaft fur neue
Medien mbH

- Stockholder and Voting Agreement

Lausanne, December 11, 1998

PubliGroupe AG

[SIGNATURE] [SIGNATURE]

Jean-Jacques Zaugg Jean-Denis Briod
Chairman Director

[FRENCH TEXT]
<PAGE> 12
DOCUMENT REGISTER NO. 2401/1999

CERTIFIED COPY

NOTARIAL DOCUMENT

MADE BY THE HAMBURG NOTARY

DR. ADAM FREIHERR VON KOTTWITZ

NEUER WALL 75 - 20354 HAMBURG
TELEPHONE: 040/37 85 83-0 - FAX: 040/36 72 88
<PAGE> 13
No. 2401 of the Document Register for 1999

TRANSACTED

in this Free and Hanseatic City of Hamburg

on September 10,
1999 (nineteen hundred ninety-nine).

The following persons appeared before me, the undersigned Hamburg junior notary

Dr. Florian Mohrle
Acting as an officially appointed representative
of the Hamburg notary

Dr. Adam Freiherr von Kottwitz
Neuer Wall 75, 20354 Hamburg,

in his offices:

1. Mr. Sascha Christian Wolff-Bremme Neven Du Mont
Date of birth: January 4, 1966
Address: Pestalozzistrasse 21, 80469 Munich
identified by Federal Identity Document

2. Mr. Daniel Wolfgang Dimpker
Address: Lange Reihe 101, 20099 Hamburg
identified by Federal Identity Document

hereinafter jointly referred to as the "prior shareholders"

3. Mr. Pascal Edouard Zahner Address:
1417 La Rebellaz, Switzerland
identified by a Swiss passport

acting for
PubliGroupe SA, pursuant to the attached undated power of attorney,
which was present in a fax copy.

- hereinafter referred to as "PubliGroupe" -

The parties appearing declared the following for my transcript:
<PAGE> 14
2

According to his own statements, and in my, the notary's representative's,
opinion, the person appearing as Party 3 had sufficient knowledge of the German
language.

PRELIMINARY REMARK

On December 14, 1998, the parties made a share purchase agreement (Document
Register No. 3128/1998 of the Hamburg notary Dr. Adam Freiherr von Kottwitz),
according to which PubliGroupe acquired 76% of the shares in Cubicmedia
Gesellschaft fur neue Medien mbH, with registered offices in Hamburg and
registered at the Hamburg Local Court under HRB 66209 (hereinafter referred to
as the "Company"), from the prior shareholders. In addition, the parties made a
"Stockholder and Voting Agreement" on the same day (Document Register No.
3129/1998 of the Hamburg notary Dr. Adam Freiherr von Kottwitz).

Based on the aforementioned agreements, the parties hereby make the following
agreement:

SUPPLEMENTARY AGREEMENT TO THE SHARE PURCHASE OF 1998

The share purchase agreement made on December 14, 1998 (Document Register No.
3128/1998), regarding 76% of the authorized capital of the Company, is hereby
conjointly corrected and supplemented by the parties with retroactive effect
under the law of obligations to December 14, 1998, as follows:

1. The parties confirm once again that the two shares with nominal amounts
of DEM 19,000.00 and DEM 19,000.00 (totaling 76% of the authorized
capital of the Company) were transferred to PubliGroupe on December 23,
1998, pursuant to Section I of the share purchase agreement dated
December 14, 1998, upon payment of the first purchase price
installment. The real transfer of the shares shall remain unaffected by
this supplementary agreement.

2. With regard to the purchase price, Section II of the share purchase
agreement dated December 14, 1998, provided for a fixed sum totaling
DEM 870,000.00, which was
<PAGE> 15
3

already paid on December 23, 1998, as well as variable compensation.
The parties hereby conjointly establish this second component of
compensation as follows:

a) The Company's enterprise as a whole shall be valued at DEM 8
million, retroactive to December 23, 1998, as the transfer
reference date, so that DEM 6.08 million is allocated to the
76%. Since control over the Company was also sold with the
76%, the total purchase price for the shares sold is
established at DEM 7 million, i.e., the prior shareholders
receive an additional control bonus in the amount of DEM
920,000.00

b) Of this total purchase price in the amount of DEM 7 million,
DEM 5 million shall be paid in cash, minus the first purchase
price installment in the amount of DEM 870,00.00, already paid
on December 23, 1998. PubliGroupe correspondingly agrees to
transfer DEM 2,065,000.00 to an account belonging to Mr.
Dimpker yet to be specified, and an additional DEM
2,065,000.00 to an account belonging to Mr. Wolff yet to be
specified, by no later than one week after the making of this
agreement. The transfers shall each be made free of costs and
fees.

c) Together with other companies belonging to the RealMedia
Group, the Company shall be included in a new holding company
that is to be introduced on a stock exchange. PubliGroupe
agrees to settle the remaining amount making up the DEM 7.0
million in the amount of a share issue with value totaling DEM
2 million, no later than on the day of the first listing of
quotations in shares of this new holding company, at the
introductory price on the stock exchange (one-half to each of
the prior shareholders). The prior shareholders are aware that
they must agree to be subject to a minimum holding period for
these new shares within the framework of the introduction to
the stock exchange, within the framework of the customary
regulations. Until the time referred to above, the sum of DEM
2 million is deferred without interest.

If no introduction of this new holding company to the stock
exchange takes place within the next twelve months from the
making of this agreement, then the prior shareholders shall
receive the remaining balance, in an amount totaling DEM 2
<PAGE> 16
4

million in cash (one-half to each), one-half payable on
September 1, 2000, and one-half on June 1, 2001. In this case,
interest shall be paid on the DEM 2 million from the making of
this agreement at 2 percentage points over FIBOR (3 months)
until the corresponding date of payment.

The prior shareholders are each entitled to one-half of the
claims arising pursuant to this letter c).

II.
SHARE PURCHASE AGREEMENT 1999

With respect to the remaining 24% of the shares in the Company, the parties
today agree to the following:

SECTION 1
SHARE OWNERSHIP

The authorized capital of the Company shall continue to be DEM 50,000.00, of
which Mr. Dimpker holds a share in the nominal amount of DEM 6,000.00, and Mr.
Wolff holds an additional share in the nominal amount of DEM 6,000.00
(hereinafter jointly referred to as the "REMAINDER SHARES").

SECTION 2
SHARE PURCHASE AND ASSIGNMENT

1. The prior shareholders hereby sell their remainder shares to
PubliGroupe and assign them to PubliGroupe. PubliGroupe accepts this
sale and assignment.

2. The assignment of the shares is subject to the precedent condition of
payment of the purchase price pursuant to II Section 3, and the
purchase price pursuant to I No. 2 b) of this agreement. After receipt
of the purchase price, each seller is obligated to provide the
represented notary with a legally binding signed receipt. If the notary
does not receive
<PAGE> 17
5

this confirmation of payment within seven days after payment, then a
confirmation from the bank commissioned by the purchaser with the
transfer of the fixed amount shall serve as documentation of payment.
In the same manner as a receipt, such a bank confirmation shall
constitute documentation that the purchaser has received the fixed
amount and that the precedent condition for the assignment has
occurred. The parties commission the notary to attach the payment
confirmation to this document.

3. PubliGroupe is solely entitled to the profits of the current fiscal
year, as well as any profits that may exist from earlier fiscal years
that were not distributed to the shareholders (i.e., profits carried
forward and the profits of earlier fiscal years for which no resolution
concerning the use of the result was ever passed).

SECTION 3

PURCHASE PRICE

1. The total purchase price for the remainder shares is equal to DEM 1
million (in words: one million Deutsche Marks). The prior shareholders
are each entitled to 50% of this price.

2. The purchase price shall be paid by PubliGroupe to accounts yet to be
specified belonging to Mr. Dimpker and Mr. Wolff, respectively, by no
later than one week after the making of this agreement. The transfers
shall each be made free of costs and fees.

SECTION 4

GUARANTEES

1. The prior shareholders hereby guarantee to PubliGroupe with regard to
the shares respectively held by them, and excluding joint indebtedness,
that they are the owners of the remainder shares, that these shares
were fully paid, and they can freely dispose of them.

2. Otherwise, all guarantees are excluded.
<PAGE> 18
6

III.

MISCELLANEOUS

1. This agreement completely regulates all rights and obligations of the
parties with regard to the Company. Therefore, no further rights and
obligations can be derived from the share purchase agreement dated
December 14, 1998 (Document Register No. 3128/1998 of the Hamburg
notary Dr. Adam Freiherr von Kottwitz). The "Stockholder and Voting
Agreement" dated December 14, 1998 (Document Register No. 3129/1998 of
the Hamburg notary Dr. Adam Freiherr von Kottwitz) is hereby completely
revoked.

2. PubliGroupe shall bear the costs of preparation (particularly by Tax
Auditors and Tax Advisors, Hamburg, and Bruckhaus Westrick Heller
Lober, Hamburg), as well as the costs of documentation of this
agreement.

3. If individual provisions of this agreement should be or become
ineffective or unenforceable in whole or in part, the effectiveness and
enforceability of all remaining provisions of this agreement shall
remain unaffected thereby. The ineffective or unenforceable provision
is to be considered replaced by an effective and enforceable provision
that fulfills the economic intent of the parties expressed in the
ineffective or unenforceable provision as closely as possible.

4. This agreement is subject to the laws of the Federal Republic of
Germany under exclusion of the referral norms of German international
private law.

5. For any legal disputes that may arise from or in connection with this
agreement, it is hereby agreed that the courts of Dusseldorf shall have
jurisdiction and venue for claims of Mr. Dimpker and/or Mr. Wolff
against PubliGroupe; for claims of PubliGroupe against Mr. Dimpker
and/or Mr. Wolff, it is hereby agreed that the courts of Hamburg shall
have jurisdiction and venue.

6. Cubicmedia Gesellschaft fur Neue Medien mbH owns no real estate.
<PAGE> 19
7

7. The represented notary is instructed to submit a copy of this agreement
to the Commercial Register without a purchase price, pursuant to II
Section 3 and without I 2.

8. The documenting notary's representative pointed out Section 16 of the
Companies Act (GmbHG).

[4 SIGNATURES]

[SEAL]
<PAGE> 20
8

PUBLIGROUPE

POWER OF ATTORNEY

We, PubliGroupe S.A., with registered offices at Avenue des Toises 12, 1002
Lausanne, Switzerland, hereby grant power of attorney to Mr. Pascal Zahner for
execution of the purchase agreement (see Annex) for the remaining 24% from the
prior shareholders Sascha Wolff and Daniel Dimpker.

PubliGroupe S.A.
[SIGNATURE] [SIGNATURE]
Dr. H. Wagli J.-D. Briod
<PAGE> 21
I, the Hamburg notary

Dr. Adam Freiherr von Kottwitz
Neuer Wall 75, 20354 Hamburg,

do hereby certify that the present photocopy is a true, complete, and accurate
copy of the original in my possession.

Hamburg, September 13, 1999

[SIGNATURE]
Notary

[SEAL]

<PAGE> 1
Exhibit 10.24

ASSIGNMENT OF LEASE DATED OCTOBER 18, 1999

<TABLE>
<CAPTION>
<S> <C>
Lease Dated: June 4, 19997

Landlord: Renaissance Acquisitions, LLC as Successor in interest to
260 Delphi Associates, DIP

Tenant/Assignor: Corporate Concepts, Ltd.

Assignee: Real Media, Inc.

Demised Premises: 260 Fifth Avenue, Suite 1204
New York, New York
</TABLE>

WHEREAS, Landlord and Tenant/Assignor are parties to a certain Lease for
Demised Premises as described above;

WHEREAS, Tenant/Assignor is desirous of Assigning said Lease to Assignee
and Assignee is desirous of taking said Assignment; and

WHEREAS, the Landlord has agreed to said Assignment on the following terms
and conditions.

NOW THEREFORE, it is hereby agreed between the parties to this Assignment
as follows:

1. The above mentioned lease is hereby assigned to Assignee;

2. The Lease is modified as follows:

a) The base rent set forth in Paragraph 36 is established at
$1,350.00/per month for the balance of the Leasehold;

b) The Water and Sewer Charges as per paragraph 36 of the Lease
shall be $20.80/per month for the balance of the Leasehold;

c) Sprinkler Charges pursuant to paragraph 36 of the Lease shall be
$10.00/per month for the balance of the Leasehold;

d) The Lease is not extended in any manner shape or form, and shall
expire on June 30, 2000;

e) Tenant/Assignor shall deliver the space broom clean, without any
furniture or personal property on or before October 26, 1999;

f) Assignee shall deposit the sum of $2,760.00 as security to be
held in accordance with the terms of the lease by certified
check, along with the first full months rent and any portion of
the month in which possession is given to Assignee, along with
Water, Sewer and Sprinkler Charges, upon execution of this
Agreement. Failure to deliver the funds shall void this
Agreement;

g) Assignee has inspected the Demised Premises and is taking
possession thereof in its "as is" condition. Landlord shall not
be responsible to perform any work whatsoever, nor expend any
monies in connection with this Assignment;

h) In the event that Assignee leaves any property behind, it shall
be the sole responsibility of Assignee to remove same at its sole
expense;
<PAGE> 2

i) Landlord shall return Tenant/ Assignor's security deposit in the
sum of $2,738.50 upon completion of the Assignment and complete
removal of all furniture, personal property and debris. However,
Landlord may retain any unpaid charges due Landlord from
Tenant/Assignor, currently due in the sum of 80cents for October
1999, rent and additional rent;

j) If there is any excess due Landlord at the time of the Assignment
above the amount currently held as security, Tenant/Assignor must
tender same by certified check at the time of this Assignment or
the Assignment shall be null and void; and

k) Both Tenant/ Assignor and Assignee shall he responsible for all
obligations of the Lease until the end of the Leasehold.

3. A copy of the Lease is annexed hereto. This Assignment incorporates
all terms of said Lease and Assignee agrees to be bound by all terms thereof.

In accordance with the above, the parties signing below agree to all the
above terms.

<TABLE>
<CAPTION>
<S> <C>
Dated: October 18, 1999 RENAISSANCE ACQUISITIONS LLC
Landlord

By: /s/ Kenneth Fishel
-------------------------
Kenneth Fishel, Member

Dated: October 18, 1999 CORPORATE CONCEPTS, LTD.
Tenant/Assignor

By: Jack M. Shatz
-------------------------

Dated: October __, 1999 REAL MEDIA, INC.,
Assignee

By: /s/ J. Nolan
-------------------------
</TABLE>

-2-
<PAGE> 3

THIS LEASE made the day of June 4, 1997, between

260 DELPHI ASSOCIATES D.I.P., having an address 627 Broadway, New York, N.Y.

hereinafter referred to as LANDLORD, and

CORPORATE CONCEPTS, LTD., having an address at 260 Fifth Avenue, New York, N.Y.

hereinafter jointly, severally and collectively referred to as TENANT.

WITNESSETH, that the Landlord hereby leases to the Tenant, and the

Tenant hereby hires and takes from the Landlord Suite 1204

in the building known as 260 Fifth Avenue

to be used and occupied by the Tenant Executive & General Offices

and for no other purpose, for a term to commence on July 1, 1997, and to end on

June 30, 2000, unless sooner terminated as hereinafter provided at the ANNUAL

RENT of

SEE ANNEXED RIDER

all payable in equal monthly instalments in advance on the first day of each and

every calendar month during said term, except the first instalment, which shall

be paid upon the execution hereof.

THE TENANT JOINTLY AND SEVERALLY COVENANTS:

FIRST.--That the Tenant will pay the rent as above provided.

SECOND.--That, throughout said term the Tenant will take good care of the
demised premises, fixtures and appurtenances, and all alterations, additions and
improvements to either: make all repairs in and about the same necessary to
preserve them in good order and condition, which repairs shall be, in quality
and class, equal to the original work; promptly pay the expense of such repairs,
suffer no waste or injury; give prompt notice to the Landlord of any fire that
may occur; execute and comply with all laws, rules, orders, ordinances and
regulations at any time issued or in force (except those requiring structural
alterations), applicable to the demised premises or to the Tenant's occupation
thereof, of the Federal, State and Local Governments, and of each and every
department, bureau and official thereof, and of the New York Board of Fire
Underwriters; permit at all times during usual business hours, the Landlord and
representatives of the Landlord to enter the demised premises for the purpose of
inspection, and to exhibit them for purposes of sale or rental; suffer the
Landlord to make repairs and improvements to all parts of the building, and to
comply with all orders and requirements of governmental authority applicable to
said building or to any occupation thereof; suffer the Landlord to erect, use,
maintain, repair and replace pipes and conduits in the demised premises and to
the floors above and below; forever indemnify and save harmless the Landlord for
and against any and all liability, penalties, damages, expenses and judgments
arising from injury during said term to person or property of any nature,
occasioned wholly or in part by any act or acts, omission or omissions of the
Tenant, or of the employees, guests, agents, assigns or undertenants of the
Tenant and also for any matter or thing growing out of the occupation of the
demised premises or of the streets, sidewalks or vaults adjacent thereto;
permit, during the six months next prior to the expiration of the term the usual
notice "To Let" to be placed and to remain unmolested in a conspicuous place
upon the exterior of the demised premises; repair, at or before the end of the
term, all injury done by the installation or removal of furniture and property;
and at the end of the term, to quit and surrender the demised premises with all
alterations, additions and improvements in good order and condition.
<PAGE> 4

THIRD.--That the Tenant will not disfigure or deface any part of the
building, or suffer the same to be done, except so far as may be necessary to
affix such trade fixtures as are herein consented to by the Landlord; the Tenant
will not obstruct, or permit the obstruction of the street or the sidewalk
adjacent thereto; will not do anything, or suffer anything to be done upon the
demised premises which will increase the rate of fire insurance upon the
building or any of its contents, or be liable to cause structural injury to said
building; will not permit the accumulation of waste or refuse matter, and will
not, without the written consent of the Landlord first obtained in each case,
either sell, assign, mortgage or transfer this lease, underlet the demised
premises or any part thereof, permit the same or any part thereof to be occupied
by anybody other than the Tenant and the Tenant's employees, make any
alterations in the demised premises, use the demised premises or any part
thereof for any purpose other than the one first above stipulated, or for any
purpose deemed extra hazardous on account of first risk, nor in violation of any
law or ordinance. That the Tenant will not obstruct or permit the obstruction of
the light, halls, stairway or entrances to the building, and will not erect or
inscribe any sign, signals or advertisements unless and until the style and
location thereof have been approved by the Landlord; and if any be erected or
inscribed without such approval, the Landlord may remove the same. No water
cooler, air conditioning unit or system or other apparatus shall be installed or
used without the prior written consent of Landlord.

IT IS MUTUALLY COVENANTED AND AGREED, THAT

FOURTH.--If the demised premises shall be partially damaged by fire or
other cause without the fault or neglect of Tenant, Tenant's servants,
employees, agents, visitors or licensees, the damages shall be repaired by and
at the expense of Landlord and the rent until such repairs shall be made shall
be apportioned according to the part of the demised premises which is usable by
Tenant. But if such partial damage is due to the fault or neglect of Tenant,
Tenant's servants, employees, agents, visitors or licensees, without prejudice
to any other rights and remedies of Landlord and without prejudice to the rights
of subrogation of Landlord's insurer, the damages shall be repaired by Landlord
but there shall be no apportionment or abatement of rent. No penalty shall
accrue for reasonable delay which may arise by reason of adjustment of insurance
on the part of Landlord and/or Tenant, and for reasonable delay on account of
"labor troubles", or any other cause beyond Landlord's control. If the demised
premises are totally damaged or are rendered wholly untenantable by fire or
other cause, and if Landlord shall decide not to restore or not to rebuild the
same, or if the building shall be so damaged that Landlord shall decide to
demolish it or to rebuild it, then or in any of such events Landlord may, within
ninety (90) days after such fire or other cause, give Tenant a notice in writing
of such decision, which notice shall be given as in Paragraph Twelve hereof
provided, and thereupon the term of this lease shall expire by lapse of time
upon the third day after such notice is given, and Tenant shall vacate the
demised premises and surrender the same to Landlord. If Tenant shall not be in
default under this lease then, upon the termination of this lease under the
conditions provided for in the sentence immediately preceding, Tenant's
liability for rent shall cease as of the day following the casualty. Tenant
hereby expressly waives the provisions of Section 227 of the Real Property Law
and agrees that the foregoing provisions of this Article shall govern and
control in lieu thereof. If the damage or destruction be due to the fault or
neglect of Tenant the debris shall be removed by, and at the expense of, Tenant.

FIFTH.--If the whole or any part of the premises hereby demised shall be
taken or condemned by any competent authority for any public use or purposes
then the term hereby granted shall cease from the time when possession of the
part so taken shall be required for such public purpose and without
apportionment of award, the Tenant hereby assigning to the Landlord all right
and claim to any such award, then current rent, however, in such case to be
apportioned.

SIXTH.--If, before the commencement of the term, the Tenant be adjudicated
a bankrupt, or make a "general assignment," or take the benefit of any insolvent
act, or if a Receiver or Trustee be appointed for the Tenant's property, or if
this lease or the estate of the Tenant hereunder be transferred or pass to or
devolve upon any other person or corporation, or if the Tenant shall default in
the performance of nay agreement by the Tenant contained in any other lease to
the Tenant by the Landlord or by any corporation of which an officer of the
Landlord is a Director, this lease shall thereby, at the option of the Landlord,
be terminated and in that case, neither the Tenant nor anybody claiming under
the Tenant shall be entitled to go into
<PAGE> 5

possession of the demised premises. If after the commencement of the term, any
of the events mentioned above in this subdivision shall occur, or if Tenant
shall make default in fulfilling any of the covenants of this lease, other than
the covenants for the payment of rent of "additional rent" or if the demised
premises become vacant or deserted, the Landlord may give to the Tenant ten
days' notice of intention to end the term of this lease, and thereupon at the
expiration of said ten days' (if said condition which was the basis of said
notice shall continue to exist) the term under this lease shall expire as fully
and completely as if that day were the date herein definitely fixed for the
expiration of the term and the Tenant will then quit and surrender the demised
premises to the Landlord, but the Tenant shall remain liable as hereinafter
provided.

If the Tenant shall make default in the payment of the rent reserved
hereunder, or any item of "additional rent' herein mentioned, or any part of
either or in making any other payment herein provided for, or if the notice last
above provided for shall have been given and if the condition which was the
basis of said notice shall exist at the expiration of said ten days' period, the
Landlord may immediately, or at any time thereafter, re-enter the demised
premises and remove all persons and all or any property therefrom, either by
summary dispossess proceedings, or by any suitable action or proceeding at law,
or by force or otherwise, without being liable to indictment, prosecution or
damages therefor, and re-possess and enjoy said premises together with all
additions, alterations and improvements. In any such case or in the event that
this lease be "terminated" before the commencement of the term, as above
provided, the Landlord may either re-let the demised premises or any part or
parts thereof for the Landlord's own account, or may, at the Landlord's option,
re-let the demised premises or any part or parts thereof as the agent of the
Tenant, and receive the rents therefor, applying the same first to the payment
of such expenses as the Landlord may have incurred, and then to the fulfillment
of the covenants of the Tenant herein, and the balance, if any, at the
expiration of the term first above provided for, shall be paid to the Tenant.
Landlord may rent the premises for a term extending beyond the term hereby
granted without relating Tenant from any liability. In the event that the term
of this lease shall expire as above in this subdivision "Sixth" provided, or
terminate by summary proceedings or otherwise, and if the Landlord shall not
re-let the demised premises for the Landlord's own account, then, whether or not
the premises be re-let, the Tenant shall remain liable for, and the Tenant
hereby agrees to pay to the Landlord, until the time when this lease would have
expired but for such termination or expiration, the equivalent of the amount of
all of the rent and "additional rent" reserved herein, less the avails of
reletting, if any, and the same shall be due and payable by the Tenant to the
Landlord on the several rent days above specified, that is, upon each of such
rent days the Tenant shall pay to the Landlord the amount of deficiency then
existing. The Tenant hereby expressly waives any and all right of redemption in
case the Tenant shall be dispossessed by judgment or warrant of any court or
judge, and the Tenant waives and will waive all right to trial by jury in any
summary proceedings hereafter instituted by the Landlord against the Tenant in
respect to the demised premises. The words "re-enter" and "re-entry" as used in
this lease are not restricted to their technical legal meaning.

In the event of a breach or threatened breach by the Tenant of any of the
covenants or provisions hereof, the Landlord shall have the right of injunction
and the right to invoke any remedy allowed at law or in equity, as if re-entry,
summary proceedings and other remedies were not herein provided for.

SEVENTH.--If the Tenant shall make default in the performance of any
covenant herein contained, the Landlord may immediately, or at any time
thereafter, without notice, perform the same for the account of the Tenant. If a
notice of mechanic's lien be filed against the demised premises or against
premises of which the demised premises are part, for, or purporting to be for,
labor or material alleged to have been furnished, or to be furnished to or for
the Tenant at the demised premises, and if the Tenant shall fail to take such
action as shall cause such lien to be discharged within fifteen days after the
filing of such notice, the Landlord may pay the amount of such lien or discharge
the same by deposit or by bonding proceedings, and in the event of such deposit
or bonding proceedings, the Landlord may require the lienor to prosecute an
appropriate action to enforce the lienor's claim. In such case, the Landlord may
pay any judgment recovered on such claim Any amount paid or expense incurred by
the Landlord as in this subdivision of this lease provided, and any amount as to
which the Tenant shall at any time be in default for or in respect to the use of
water, electric current or sprinkler supervisory service, and any expense
incurred or sum of money paid by the Landlord by reason of the failure of the
Tenant to comply
<PAGE> 6

with any provision hereof, or in defending any such action, shall be deemed to
be "additional rent" for the demised premises, and shall be due and payable by
the Tenant to the Landlord on the first day of the next following month, or, at
the option of the Landlord, on the first day of any succeeding month. The
receipt by the Landlord of any instalment of the regular stipulated rent
hereunder or any of said "additional rent" shall not be a waiver of any other
"additional rent" then due.

EIGHTH.--The failure of the Landlord to insist, in any one or more
instances upon a strict performance of any of the covenants of this lease, or to
exercise any option herein contained, shall not be construed as a waiver or a
relinquishment for the future of such covenant or option, but the same shall
continue and remain in full force and effect. The receipt by the Landlord of
rent, with knowledge of the breach of any covenant hereof, shall not be deemed a
waiver of such breach and no waiver by the Landlord of any provision hereof
shall be deemed to have been made unless expressed in writing and signed by the
Landlord. Even though the Landlord shall consent to an assignment hereof no
further assignment shall be made without express consent in writing by the
Landlord.

NINTH.--If this lease be assigned, or if the demised premises or any part
thereof be underlet or occupied by anybody other than the Tenant the Landlord
may collect rent from the assignee, under-tenant or occupant, and apply the net
amount collected to the rent herein reserved, and no such collection shall be
deemed a waiver of the covenant herein against assignment and underletting, or
the acceptance of the assignee, under-tenant or occupant as tenant, or a release
of the Tenant from the further performance by the Tenant of the covenants herein
contained on the part of the Tenant.

TENTH.--This lease shall be subject and subordinate at all times, to the
lien of the mortgages now on the demised premises, and to all advances made or
hereafter to be made upon the security thereof, and subject and subordinate to
the lien of any mortgage or mortgages which at any time may be made a lien upon
the premises. The Tenant will execute and deliver such further instrument or
instruments subordinating this lease to the lien of any such mortgage or
mortgages as shall be desired by any mortgagee or proposed mortgagee. The Tenant
hereby appoints the Landlord the attorney-in-fact of the Tenant, irrevocable, to
execute and deliver any such instrument or instruments for the Tenant.

ELEVENTH.--All improvements made by the Tenant to or upon the demised
premises, except said trade fixtures, shall when made, at once be deemed to be
attached to the freehold, and become the property of the Landlord, and at the
end of other expiration of the term, shall be surrendered to the Landlord in as
good order and condition as they were when installed, reasonable wear and
damages by the elements excepted.

TWELFTH.--Any notice or demand which under the terms of this lease or under
any statute must or may be given or made by the parties hereto shall be in
writing and shall be given or made by mailing the same by certified or
registered mail addressed to the respective parties at the addresses set forth
in this lease.

THIRTEENTH.--The Landlord shall not be liable for any failure of water
supply or electrical current, sprinkler damage, or failure of sprinkler service,
nor for injury or damage to person or property caused by the elements or by
other tenants or persons in said building, or resulting from steam, gas,
electricity, water, rain or snow, which may leak or flow from any part of said
buildings, or from the pipes, appliances or plumbing works of the same, or from
the street or sub-surface, or from any other place, nor for interference with
light or other incorporeal hereditaments by anybody other than the Landlord, or
caused by operations by or for a governmental authority in construction of any
public or quasi-public work, neither shall the Landlord be liable for any latent
defect in the building.

FOURTEENTH.--No diminution or abatement of rent, or other compensation
shall be claimed or allowed for inconvenience or discomfort arising from the
making of repairs or improvements to the building or to its appliances, nor for
any space taken to comply with any law, ordinance or order of a governmental
authority. In respect to the various "services," if any, herein expressly or
impliedly agreed to be furnished by the Landlord to the Tenant, it is agreed
<PAGE> 7

that there shall be no diminution or abatement of the rent, or any other
compensation, for interruption or curtailment of such "service" when such
interruption or curtailment shall be due to accident, altercations or repairs
desirable or necessary to be made or to inability or difficulty in securing
supplies or labor for the maintenance of such "service" or to some other cause,
not gross negligence on the part of the Landlord. No such interruption or
curtailment of any such "service" shall be deemed a constructive eviction. The
Landlord shall not be required to furnish, and the Tenant shall not be entitled
to receive, any of such "services" during any period wherein the Tenant shall be
in default in respect to the payment of rent. Neither shall there be any
abatement or diminution of rent because of making of repairs, improvements or
decorations to the demised premises after the date above fixed for the
commencement of the term, it being understood that rent shall, in any event,
commence to run at such date so above fixed.

FIFTEENTH.--The Landlord may prescribe and regulate the placing of safes,
machinery, quantities of merchandise and other things. The Landlord may also
prescribe and regulate which elevator and entrances shall be used by the
Tenant's employees, and for the Tenant's shipping. The Landlord may make such
other and further rules and regulations as, in the Landlord's judgment, may from
time to time be needful for the safety, care or cleanliness of the building, and
for the preservation of good order therein. The Tenant and the employees and the
agents of the Tenant will observe and conform to all such rules and regulations.

SIXTEENTH.--In the event that an excavation shall be made for building or
other purposes upon land adjacent to the demised premises or shall be
contemplated to be made, the Tenant shall afford to the person or persons
causing or to cause such excavation, license to enter upon the demised premises
for the purpose of doing such work as said person or persons shall deem to be
necessary to preserve the wall or walls, structure or structures upon the
demised premises from injury and to support the same by proper foundation.

SEVENTEENTH.--No vaults or space not within the property line of the
building are leased hereunder, Landlord makes no representation as to the
location of the property line of the building. Such vaults or space as Tenant
may be permitted to use or occupy are to be used or occupied under a revocable
license and if such license be revoked by the Landlord as to the use of part or
all of the vaults or space Landlord shall not be subject to any liability;
Tenant shall not be entitled to any compensation or reduction in rent nor shall
be deemed constructive or actual eviction. Any tax, free or charge of municipal
or other authorities for such vaults or space shall be paid by the Tenant for
the period of the Tenant's use or occupancy thereof.

EIGHTEENTH.--That during seven months prior to the expiration of the term
hereby granted, applicants shall be admitted at all reasonable hours of the day
to view the premises until rented; and the Landlord and the Landlord's agents
shall be permitted at any time during the term to visit and examine them at any
reasonable hour of the day, and workmen may enter at any time, when authorized
by the Landlord or the Landlord's agents, to make or facilitate repairs in any
part of the building; and if the said Tenant shall not be personally present to
open and permit an entry into said premises, at any time, when for any reason an
entry therein shall be necessary or permissible hereunder, the Landlord or the
Landlord's agents may forcibly enter the same without rendering the Landlord or
such agents liable to any claim or cause of action for damages by reason thereof
(if during such entry the Landlord shall accord reasonable care to the Tenant's
property) and without in any manner affecting the obligations and covenants of
this lease; it is, however, expressly understood that the right and authority
hereby reserved, does not impose, nor does the Landlord assume by reason
thereof, any responsibility or liability whatsoever for the care or supervision
of said premises, or any of the pipes, fixtures, appliances or appurtenances
therein contained therewith in any manner connected.

NINETEENTH.--The Landlord has made no representations or promises in
respect to said building or to the demised premises except those contained
herein, and those, if any, contained in some written communication to the
Tenant, signed by the Landlord. This instrument may not be changed, modified,
discharged or terminated orally.

TWENTIETH.--If the Tenant shall at any time be in default hereunder, and if
the Landlord shall institute an action or summary proceeding against the Tenant
based upon such default then the Tenant will reimburse the Landlord for the
expense of attorneys' fees and
<PAGE> 8

disbursements thereby incurred by the Landlord, so far as the same are
reasonable in amount. Also so long as the Tenant shall be a tenant hereunder the
amount of such expenses shall be deemed to be "additional rent" hereunder and
shall be due from the Tenant to the Landlord on the first day of the month
following the incurring of such respective expenses.

TWENTY-FIRST.--Landlord shall not be liable for failure to give possession
of the premises upon commencement date by reason of the fact that premises are
not ready for occupancy, or due to a prior Tenant wrongfully holding over or any
other person wrongfully in possession or for any other reason. In such event the
rent shall not commence until possession is given or is available, but the term
herein shall not be extended.

THE TENANT FURTHER COVENANTS:

TWENTY-SECOND.--If the demised premises or any part thereof consist of a
store, or of a first floor, or of any part thereof, the Tenant will keep the
sidewalk and curb in front thereof clean at all times and free from snow and
ice, and will keep insured in favor of the Landlord, all plate glass therein and
furnish the Landlord with policies of insurance covering the same.

TWENTY-THIRD.--If by reason of the conduct upon the demised premises of a
business not herein permitted, or if by reason of the improper or careless
conduct of any business upon or us of the demised premises, the fire insurance
rate shall at any time be higher than it otherwise would be, then the Tenant
will reimburse the Landlord, as additional rent hereunder, for that part of all
fire insurance premiums hereafter paid out by the Landlord which shall have been
charged because of the conduct of such business not so permitted, or because of
the improper or careless conduct of any business upon or use of the demised
premises, and will make such reimbursement upon the first day of the month
following such outlay by the Landlord; but this covenant shall not apply to a
premium for any period beyond the expiration date of this lease, first above
specified. In any action or proceeding wherein the Landlord and Tenant are
parties, a schedule or "make up" of rate for the building on the demised
premises, purporting to have been issued by New York Fire Insurance Exchange, or
other body making fire insurance rates for the demised premises, shall be prima
facie evidence of the facts therein stated and of the several items and charges
included in the fire insurance rate then applicable to the demised premises.

TWENTY-FOURTH.--If a separate water meter be installed for the demised
premises, or any part thereof, the Tenant will keep the same in repair and pay
the charges made by the municipality or water supply company for or in respect
to the consumption of water, as and when bills therefor are rendered. If the
demised premises, or any part thereof, be supplied with water through a meter
which supplies other premises, the Tenant will pay to the Landlord, as and when
bills are rendered therefor, the Tenant's proportionate part of all charges
which the municipality or water supply company shall make for all water consumed
through said meter, as indicated by said meter. Such proportionate part shall be
fixed by apportioning the respective charge according to floor area against all
of the rentable floor area in the building (exclusive of the basement) which
shall have been occupied during the period of the respective charges, taking
into account the period that each part of such area was occupied. Tenant agrees
to pay as additional rent the Tenant's proportionate part, determined as
aforesaid, of the serer rent or charge imposed or assessed upon the building of
which the premises are a part.

TWENTY-FIFTH.--That the Tenant will purchase from the Landlord, if the
Landlord shall so desire, all electric current that the Tenant requires at the
demised premises, and will pay the Landlord for the same, as the account of
consumption shall be indicated by the meter furnished therefor. The price for
said current shall be the same as that charged for consumption similar to that
of the Tenant by the company supplying electricity in the same community.
Payments shall be due as and when bills shall be rendered. The Tenant shall
comply with like rules, regulations and contract provisions as those prescribed
by said company for a consumption similar to that of the Tenant.

TWENTY-SIXTH.--If there now is or shall be installed in said building a
"sprinkler system" the Tenant agrees to keep the appliances thereto in the
demised premises in repair and good working condition, and if the New York Board
of Fire Underwriters or the New York Fire
<PAGE> 9

Insurance Exchange or any bureau, department or official of the Sate or local
government requires or recommends that any changes, modifications, alterations
or additional sprinkler heads or other equipment be made or supplied by reason
of the Tenant's business, or the location of partitions, trade fixtures, or
other contents of the demised premises, or if such changes, modifications,
alterations, additional sprinkler heads or other equipment in the demised
premises are necessary to prevent the imposition of a penalty or charge against
the full allowance for a sprinkler system in the fire insurance rate as fixed by
said Exchange, or by any Fire Insurance Company, the Tenant will at the Tenant's
own expense, promptly make and supply such changes, modifications, alterations,
additional sprinkler heads or other equipment. As additional rent hereunder the
Tenant will pay to the Landlord, annually in advance, throughout the terms
$_____________________________, toward the contract price for sprinkler
supervisory service.

TWENTY-SEVENTH.--The sum of _____________________________________________
Dollars is deposited by the Tenant herein with the Landlord herein as security
for the faithful performance of all the covenants and conditions of the lease by
the said Tenant. If the Tenant faithfully performs all the covenants and
conditions on his part to be performed, then the sum deposited shall be returned
to said Tenant.

TWENTY-EIGHTH.--This lease is granted and accepted on the especially
understood and agreed condition that the Tenant will conduct his business in
such a manner, both as regards noise and kindred nuisances, as will in no wise
interfere with, annoy, or disturb any other tenants, in the conduct of their
several businesses, or the landlord in the management of the building; under
penalty of forfeiture of this lease and consequential damages.

TWENTY-NINTH.--The Landlord hereby recognizes as the broker who negotiated
and consummated this lease with the Tenant herein, and agrees that if, as, and
when the Tenant exercises the option, if any, contained herein to renew this
lease, or fails to exercise the option, if any, contained therein to cancel this
lease, the Landlord will pay to said broker a further commission in accordance
with the rules and commission rates of the Real Estate Board in the community. A
sale, transfer, or other disposition of the Landlord's interest in said lease
shall not operate to defeat the Landlord's obligation to pay the said commission
to the said broker. The Tenant herein hereby represents to the Landlord that the
said broker is the sole and only broker who negotiated and consummated this
lease with the Tenant.

THIRTIETH.--The Tenant agrees that it will not require, permit, suffer, nor
allow the cleaning of any window, or windows, in the demised premises from the
outside (within the meaning of Section 202 of the Labor Law) unless the
equipment and safety devices required by law, ordinance, regulation or rule,
including, without limitation, Section 202 of the New York Labor Law, are
provided and used, and unless the rules, or any supplemental rules of the
Industrial Board of the State of New York are fully complied with; and the
Tenant hereby agrees to indemnify the Landlord, Owner, Agent, Manager and/or
Superintendent, as a result of the Tenant's requiring, permitting, suffering, or
allowing nay window, or windows in the demised premises to be cleaned from the
outside in violation of the requirements of the aforesaid laws, ordinances,
regulations and/or rules.

THIRTY-FIRST.--The invalidity or unenforceability of any provision of this
lease shall in no way affect the validity or enforceability of any other
provision hereof.

THIRTY-SECOND.--In order to avoid delay, this lease has been prepared and
submitted to the Tenant for signature with the understanding that it shall not
bind the Landlord unless and until it is executed and delivered by the Landlord.

THIRTY-THIRD.--The Tenant will keep clean and polished all metal, trim,
marble and stonework which are a part of the exterior of the premises, using
such materials and methods as the Landlord may direct, and if the Tenant shall
fail to comply with the provisions of this paragraph, the Landlord may cause
such work to be done at the expense of the Tenant.

THIRTY-FOURTH.--The Landlord shall replace at the expense of the Tenant any
and all broken glass in the skylights, doors and walls in and about the demised
premises. The Landlord may insure and keep insured all plate glass in the
skylights, doors and walls in the demised premises, for and in the name of the
Landlord and bills for the premiums therefor shall
<PAGE> 10

be rendered by the Landlord to the Tenant at such times as the Landlord may
elect, and shall be due from and payable by the Tenant when rendered, and the
amount thereof shall be deemed to be, and shall be paid as, additional rent.

THIRTY-FIFTH.--This lease and the obligation of Tenant to pay rent
hereunder and perform all of the other covenants and agreements hereunder on
part of Tenant to be performed shall in nowise be affected, impaired or excused
because Landlord is unable to supply or is delayed in supplying any service
expressly or impliedly to be supplied or is unable to make, or is delayed in
making any repairs, additions, alterations or decorations or is unable to supply
or is delayed in supplying any equipment or fixtures if Landlord is prevented or
delayed from so doing by reason of governmental preemption in connection with a
National Emergency declared by the President of the United States or in
connection with any rule, order or regulation of any department or subdivision
thereof of any government agency or by reason of the conditions of supply and
demand which have been or are affected by war or other emergency.

THE LANDLORD COVENANTS

FIRST.--That if and so long as the Tenant pays the rent and "additional
rent" reserved hereby, and performs and observes the covenants and provisions
hereof, the Tenant shall quietly enjoy the demised premises, subject, however,
to the terms of this lease, and to the mortgages above mentioned, provided
however, that this covenant shall be conditioned upon the retention of title to
the premises by Landlord.

SECOND.--Subject to the provisions of Paragraph "Fourteenth" above the
Landlord will furnish the following respective services: (a) Elevator service,
if the building shall contain an elevator or elevators, on all days except
Sundays and holidays, from A.M. to P.M.; (b) Heat, during the
same hours on the same days in the cold season in each year.

And it is mutually understood and agreed that the covenants and agreements
contained in the within lease shall be binding upon the parties hereto and upon
their respective successors, heirs, executors and administrators.

IN WITNESS WHEREOF, the Landlord and Tenant have respectfully signed and
sealed these presents the day and year first above written.

260 DELPHI ASSOCIATES, D.I.P. [L.S.]
IN PRESENCE OF Landlord

/s/ Kenneth Fishel
-----------------------------
CORPORATE CONCEPTS, LTD. [L.S.]
Tenant

/s/ Jack M. Scherr
-----------------------------

<PAGE> 11

RIDER TO LEASE BETWEEN
260 DELPHI ASSOCIATES
AND
CORPORATE CONCEPTS, LTD.

DATED: June 4, 1997

36. The annual base rent during the term of the Lease shall be as set
forth in the following table. In addition, the tenant shall pay a monthly
sprinkler charge of $10.00 and a monthly water and sewer charge of $20.00. Said
sprinkler and water charge may be raised in the event the rate at which Landlord
is charged for sprinkler and/or water service is raised. Any such raise shall be
equal to the same percentage as Landlord's rate is raised. Landlord shall
provide, at Tenant's request, evidence of such increased changes. The first
month's rent, the first month's sprinkler charge and the security shall be paid
on the signing of this Lease. Landlord represents that the demised premises are
serviced by an operating sprinkler system.

<TABLE>
<CAPTION>
Monthly
Period Annual Base Rent Installment
- ------ ---------------- -----------

37. Tenant is currently in possession pursuant to a one year lease dated
June 19, 1996, which expires June 30, 1997. The security deposit held by the
Landlord pursuant to that Lease is currently $2200.00. Said security shall be
deemed transferred to this Lease provided Tenant is not in default of any
obligations of the existing lease at the time of its expiration and at the time
this Lease begins. The security deposit shall be increased to $2700.00 upon
signing of this Lease. The first months rent shall be due in accordance with
this paragraph on or before July 1, 1997. In the event Tenant is in default of
the existing lease at the time this Lease begins, Tenant shall be deemed in
breach of this Lease as well and no estoppel of any kind shall be created.

Therefore, at the date of execution of this Lease, the Tenant shall pay by
certified check only to Landlord, and Landlord acknowledges receipt of the
following:

<TABLE>
<CAPTION>
<S> <C>
Additional Security $500.00

TOTAL UPON SIGNING OF LEASE $500.00
</TABLE>

Rent: Method of Payment: Landlord will hand : deliver a rent bill to the
Tenant's premises. This bill will usually be delivered before the First (1st) of
each month. The rent is due, in the Landlord's office, on the First (1st) day of
each and every month. On the First (1st) day of each month (or, if that is a
nonbusiness day, on the first business day thereafter), a messenger from the
Landlord will pick up the rent from the Tenant's premises. Tenant agrees to have
the rent ready for the Landlord to pick up before 2:00 p.m. on the First (1st)
day of each and every month. Rent shall be paid in U.S. currency in good funds
in cash or check drawn on a bank with an office in New York City.

Rent: Late Payment: Rent not received by the Landlord by 3:00 p.m. on the
Fifth (5th) calendar day of each month shall be deemed in default. In addition,
in the event the full rent is not received by the owner by the Fifth (5th)
calendar day of each month, the Tenant shall pay a late charge equal to One
Hundred Dollars ($100).

In the event any check given by Tenant to Landlord is dishonored by
Tenant's bank, for any reason, Tenant shall forthwith deliver a certified or
bank check to Landlord in the amount of the dishonored check together with any
applicable late payment charge, plus a charge of Twenty-five Dollars ($25), upon
receipt of which Landlord will return the dishonored check to Tenant.

The charges herein set forth shall be deemed reimbursement to Landlord for
expenses incurred and lost income which may result from such late payments and
not as a penalty. The
<PAGE> 12

charges herein shall be in addition to and not in lieu of any other rights of
Landlord granted by this Lease or by law.

38. (a) For the purpose of this Paragraph, it is agreed that the area
occupied by Tenant under this Lease represents 1.1% of the total rentable area
of the building, of which the demised premises are a part (hereinafter referred
to as the building); that the "lease year" shall mean the twelve (12) month
period commencing with the first day of the term and each twelve (12) month
period thereafter; that the "Base" tax year for determining the increase in
taxes and vault charges, shall be the tax year 1997/1998. The "Base" year for
determining all charges in subparagraph (b) below shall be Calendar year 1997.

(b) In addition to all other rent charges payable by Tenant under this
Lease, Tenant agrees to pay 1.1 % of the amount of any increase in landlord's
expense on the building for real estate taxes, common vault charges and fuel
charges imposed on the building (including the land thereunder) in any
subsequent year over the amount of the fuel costs and taxes, common vault
charges paid or required to be paid by Landlord for the Base tax year, by reason
of any increase in the assessed valuation or an increase in the tax rate, or
both, or by the levy, assessment or imposition of any new or additional real
estate tax or assessment on the building and/or appurtenances (including the
land thereunder) to the extent that same shall be in lieu of or in addition to
any of aforesaid taxes or assessments upon or against said building and/or
appurtenances (including the land thereunder) or by any increase in the vault
charges. The Tenant agrees to pay the amount of any such increase within five
(5) business days following receipt of Landlord's bill for same. If any such
increase shall be applicable to less than a full lease year, the increase shall
be pro-rated. Landlord shall, at the time it sends Tenant a bill for the
aforesaid tax increase, enclose a copy of the most recent fuel bill and the most
recent tax and related bills from the City of New York and indicate how Landlord
computes Tenant's share of any tax increase.

(c) In addition to the above, Tenant shall be responsible for Tenant's
proportionate share (1.1%) of any Business Improvement District Charge (B.I.D.)
or tax imposed upon the building.

(d) In no event shall the annual rent stated in this Lease (exclusive
of additional rent under this article) be reduced for any year below the amount
specified therefor in paragraph 36 for such year.

39. Electric current shall be supplied by Landlord, and is included in the
rent charged hereunder to the extent that the yearly cost of same does not
exceed $2.00 per square foot. For the purpose of this Lease, and for determining
what, if any, additional electric charges are due and owing, the square footage
of the demised premises is deemed to be 650 square feet.

Landlord shall not be liable to Tenant for any loss or damage or expense
which Tenant may sustain or incur if either the quantity or character of
electric service is changed or is no longer available or suitable for Tenant's
requirements as a result of causes beyond Landlord's reasonable control. Any
riser or risers to supply Tenant's electrical requirements, upon written request
of Tenant, and written approval of Landlord may be installed by Tenant, at the
sole cost and expense of Tenant, if, in Landlord's sole reasonable judgment, the
same are necessary and will not cause permanent damage or injury to the building
or demised premises or cause or create a dangerous or hazardous condition or
entail excessive or unreasonable alterations, repairs or expense or interfere
with or disturb other tenants or occupants. In addition to the installation of
such riser or risers, Tenant will also at the sole cost and expense of Tenant,
install all other equipment proper and necessary in connection therewith subject
to the aforesaid terms and conditions. Tenant covenants and agrees that at all
times its use of electrical current shall never exceed the capacity of existing
feeders to the building or the risers or wiring installations.

In the event that in any year the cost of electric to the demised premises
exceeds that which is included in the rent by virtue of this Lease, it shall be
payable as additional rent along with the next installment of rent following
presentation of invoice to Tenant.

-2-
<PAGE> 13

40. It is understood and agreed that this Lease may not be assigned nor
may the demised premises be sub-leased without the prior written consent of
Landlord, whose consent shall not be unreasonable withheld and/or delayed.
Furthermore, it is understood and agreed that in the event Tenant sells,
assigns, or transfers any ownership of any shares of its stock to any person or
entity without the prior written consent of Landlord, whose consent shall not be
unreasonably withheld and/or delayed, same shall be deemed an unauthorized
assignment. However, it is understood and agreed that in the event Landlord
consents to any such assignment, sublet or transfer same shall not diminish
Tenant's obligation to perform all the terms, warranties, and covenants. Such
assignment shall not relieve tenant of its obligations or duties hereunder.

In the event Tenant does sell, assign or transfer this Lease or sublet any
part of the demised premises with Landlord's consent as hereinbefore provided
for a sum in excess of the base rent as herein provided Landlord shall be
entitled to receive one-half (1/2) of any such excess base rent, less of any
expense which Tenant may incur in renting same, including, without limitation,
brokerage commissions, legal fees and the cost of Tenant's leasehold
improvements. Such excess shall be determined by dividing the rent (base and
additional) paid by Tenant by the number of square feet (650) of the demised
premises in order to determine a rent per square foot. If the rent per square
foot pursuant to the sublease or lease assignment exceeds the rent per square
foot pursuant to this Lease less the aforementioned expenses, Landlord shall be
entitled to one-half (1/2) of such excess.

In the event of an assignment to a subsidiary, parent, partner, affiliated
company or other alter-ego of Tenant, Tenant shall remain liable for the
performances of all obligations pursuant to this Lease. Any assignment must be
done in strict compliance with this paragraph.

41. Tenant shall, at its sole cost and expense, provide and keep in full
force and effect for the benefit of Landlord and Tenant, a liability insurance
policy (naming Landlord as additional insured) in the amount of One Million
($1,000,000) Dollars for any one loss - Said policy shall be in standard form
written by good and solvent insurance companies reasonably satisfied to
Landlord, protecting Landlord and Tenant against any and all liabilities due to
or occasioned by negligence, occurrence, accident, or disaster on or about the
demised premises.

42. All certificates of insurance shall be delivered to and left in the
possession of Landlord prior to the commencement of this lease or the
commencement of any work performed in or on the demised premises whichever date
shall be earlier. Such insurance shall be reasonably satisfactory to Landlord
and shall contain a clause requiring notification in writing by Certified Mail,
Return Receipt Requested, on ten (10) days notice to Landlord in the event of
cancellation thereof for any reason whatsoever.

Said policies of insurance shall contain a provision waiving rights of
subrogation as against Landlord.

43. It is understood and that in the event an insurance company providing
Landlord with insurance for the building in which the demised premises
constitutes a part shall at any time after the commencement of this lease
increase the annual premium for the amount of coverage then in place because of
Tenant's manner of use of the demised premises, other then for office space,
Tenant shall pay to Landlord as "Additional Rent", collectible in the same
manner and method as Rent is collected hereunder, One Hundred (100%) Percent of
such increase, which is attributable to Tenant's manner of use of the demised
premises, due and payable on the first day of the first month subsequent to
Landlord's notification to Tenant that Landlord has received notification of
such increase. This paragraph shall not apply to changes in insurance rates due
to the premises being occupied rather than vacant, but refers to any increases
due to Tenant's activities or use of the premises.

44. Intentionally Omitted.

45. Tenant agrees to accept such heat as is ordinarily supplied on the
building. In no event shall the Landlord's failure to provide heat due to
technical problems be a cause for diminution or suspension of Tenant's rental
obligations. In no respect is Landlord required to maintain the premises at a
specified temperature.

-3-
<PAGE> 14

46. In order to properly service and maintain the sprinkler system for the
entire building, the Landlord must gain access to certain sprinkler valves
within Tenant's premises. The Tenant shall permit reasonable access by
Landlord's agents or employees to the valves during normal business hours.
Tenant agrees that nothing may be attached to or hung from any sprinkler pipes.
Tenant expressly grants Landlord an easement to permit access as set forth
above, provided that Tenant shall receive reasonable advance notice thereof and
that Landlord and its agents and employees and all such persons shall use their
best efforts not to unreasonably interfere with the conduct of Tenant's business
and Tenant's occupancy of the demised premises.

47. Tenant shall provide adequate fire extinguishers which shall be
regularly inspected at its sole cost and expense.

48. No services shall be provided by Landlord on legal holidays including,
but not necessarily limited to, New Years Day, Presidents Day, Thanksgiving,
Labor Day, Columbus Day, Election Day, Independence Day, Memorial Day, Martin
Luther King's Birthday and Christmas Day. Notwithstanding above tenant may use
the premises and passenger elevator on those days.

49. It is understood and agreed that any and all supplies, materials,
services equipment, and labor required for any work performed by Tenant which
under the terms of this Lease are to be performed by Tenant or otherwise done by
Tenant with Landlord's consent or performed by Landlord at the request or on
behalf of Tenant to the demised premises shall be supplied by Tenant at Tenant's
sole cost and expense, unless specifically excepted herein. Furthermore, it is
understood and agreed that Tenant shall make no demands upon Landlord for the
provision of any supplies, materials, services, equipment, or labor, nor shall
Tenant request from Landlord any form of compensation for Tenant's expenditures,
unless specifically provided for herein.

50. It is understood and agreed that any and all work done by Tenant to
the demised premises shall be in accordance with all laws, regulations, and
ordinances of all governmental or municipal agencies having jurisdiction
therein.

51. Tenant, and it assigns, shall indemnify and hold Landlord harmless
from and against all liabilities, obligations, damages, penalties, claims,
costs, and expenses, including reasonable attorneys' fees paid, suffered, or
incurred arising out of or from any occurrence, accident, or disaster in the
demised premises, or in and about or adjacent to the exterior of the building in
which the demised premises constitutes a part, causing injury or damage to any
person, entity, or property, due to any neglectful act or neglect of Tenant, its
agents, servants, employees, customers, or visitors to comply with and perform
each and every requirement and provision of this lease on its part to be
performed or due or claimed to be due to any use made by Tenant of the demised
premises. The foregoing indemnity shall not apply to the extent that Landlord
shall be determined to be contributorily negligent in respect of any occurrence,
accident or disaster in or about the demised premises.

52. Tenant agrees to maintain the demised premises free of any violations
that may be imposed by the Department of Buildings and/or any other governmental
or municipal agency having jurisdiction over the demised premises, arising out
of Tenant's manner of use of the demised premises hereunder which affect
Landlord's building.

53. It is understood and agreed that Tenant will only use the demised
premises for office use and for no other purpose. Tenant acknowledges that any
breach of the foregoing provision will cause Landlord substantial and
irreparable harm and damage. In addition to all other remedies available to
Landlord, it is understood and agreed that this Lease and the term hereof shall
end, expire, and terminate in the event such breach is not cured within ten (10)
days after notice by Landlord to Tenant to cure said breach as served pursuant
to paragraph 60 hereof. In the event such notice is given, Tenant hereby agrees
to vacate and surrender the demised premises to Landlord forthwith. If tenant
fails to do so landlord may seek an eviction by summary proceeding. In no event
is any residential use of the premises permitted.

54. It is understood and agreed that in the event Tenant shall "Hold Over"
and fail to deliver the demised premises to Landlord vacant and in "Broom Clean"
condition at the

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<PAGE> 15

expiration of this Lease, at the expiration of any extensions of this Lease, or
at any time Landlord shall gain legal possession of the demised premises by
reason of Court Order, Tenant's default, or for any other reason whatsoever,
such "Holding Over" shall not be deemed to extend the term or to renew this
Lease, but such "Holding Over" thereafter shall continue upon the covenants and
conditions herein set forth except that the charge for the use and occupancy of
such "Holding Over" for each calendar month or part thereof (even if such part
shall be a small fraction of a calendar month) shall be at the rate of 1 1/2
times the aggregate rent and additional rent payable hereunder during the last
month of Tenant's legal occupancy, which total sum Tenant agrees to pay Landlord
promptly upon demand, in full, without set-off or deduction. In the event Tenant
shall fail to pay Landlord such charge for "Holding Over" promptly upon
Landlord's demand, as provided for hereinabove, it is understood and agreed that
Landlord shall be entitled to interest calculated at a daily periodic rate of
.0411, an annual percentage rate of Fifteen (15%) percent. Neither the billing
nor the collection of use and occupancy charges in the above amount shall be
deemed a waiver of any right of Landlord to collect damages for Tenant's failure
to vacate the demised premises after the expiration or sooner termination of
this Lease. The foregoing shall survive the term of this Lease, and any renewals
or extensions thereof.

55. It is understood and agreed that the demised premises is used
commercially and any refuse or garbage generated from such commercial
establishment will not be removed by the New York City Department of Sanitation.
Therefore, Tenant understands and agrees that Tenant shall, at its own sole cost
and expense, hire a licensed garbage removal service to remove Tenant's garbage
from the demised premises, or otherwise arrange for garbage removal.

56. It is understood and agreed that Tenant, at Tenant's sole cost and
expense, shall provide Landlord with complete access to the demised premises and
every part within the demised premises as is reasonable provided that Tenant
shall receive reasonable advance notice thereof and that Landlord and its agents
and employees and all such persons shall use their best efforts not to
unreasonably interfere with the conduct of Tenant's business and Tenant's
occupancy of the demised premises. Tenant's failure to comply with this
provision shall be deemed a substantial breach of this Lease and sufficient
grounds for the summary termination of this Lease. Landlord agrees that except
in the event of an emergency requiring immediate entry, it will give Tenant
reasonable notice if Landlord desires to inspect or otherwise gain access to the
demised premises, provided that Tenant shall receive reasonable advance notice
thereof and that Landlord and its agents and employees and all such persons
shall use their best efforts not to unreasonably interfere with the conduct of
Tenant's business and Tenant's occupancy of the demised premises.

Landlord shall use reasonable efforts not to damage the demised premises
and the property of Tenant located therein provided that Tenant shall receive
reasonable advance notice thereof and that Landlord and its agents and employees
and all such persons shall use their best efforts not to unreasonably interfere
with the conduct of Tenant's business and Tenant's occupancy of the demised
premises.

57. Tenant has inspected the premises and it is understood and agreed that
except as otherwise provided in this Lease, Tenant will accept the said premises
under this Lease, "AS IS" vacant and broom clean, in their present state and
condition, and Landlord will have no obligations to undertake any alterations,
decoration, installments, additions, improvements, or repairs except as herein
contained in or to the demised premises during the term of this Lease.

58. Tenant hereby expressly grants to Landlord an easement and shall
permit Landlord to erect, use, maintain and repair pipes, ducts, cables,
conduits, plumbing, vents and wires in, to and through the premises as and to
the extent that Landlord may now or hereafter deem to be necessary or
appropriate for the proper operation and maintenance of the building in which
the demised premises are located or to the extent necessary to accommodate the
requirements of other Tenants in the building. All such work shall be done, so
far as practicable, in such manner as to avoid unreasonable interference with
Tenant's use of the premises. Landlord shall grant Tenant access to the plumbing
and electrical systems in the building to the extent that it can so as to allow
the hookup of the Tenant's plumbing and electrical installations, except that if
any such condition materially (i) impairs Tenant's ability to occupy the demised
premises or to conduct its business thereon for a period of at least 30
continuous days, Tenant

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<PAGE> 16

shall at any time thereafter have the right to cancel this Lease, or (ii)
reduces the size of the demised premises Tenant's rent and pro-rata share shall
be proportionately reduced.

59. The parties represent that no broker except Andover Realty, Inc., was
instrumental in consummating this Lease. Landlord agrees to pay such broker in
accordance with a separate agreement. Landlord and Tenant each agree to
indemnify and to hold the other harmless against any claims for brokerage
commissions arising out of any conversations or negotiations had by the
indemnifying party with any broker regarding these premises. This indemnity
shall include any claim and any of the indemnified party's expenses arising out
of such claims, including, but not limited to, attorneys' fees.

60. Notwithstanding any provision to the contrary, all notices required to
be sent under this lease shall be sent by Certified Mail, Return Receipt
Requested. If to the Tenants, the notice shall be addressed to the Tenant at the
demised premises. If to the Landlord, the notice shall be addressed to the
Landlord at 627 Broadway, New York, New York with a copy to Richard J. Pilson,
Esq., c/o Berliner & Pilson, Esqs., 3 New York Plaza, 18th Floor, New York, New
York 10004, Fax No. (212) 425-6444. Either the Landlord or the Tenant may
designate another address for notices by sending the other party a notice of
same. All notices shall be effective as of the date mailed, if mailed from a
Post Office with proof of mailing.

61. In the event of any conflict between the provisions of this rider and
the printed "Boilerplate" Lease, the provisions of this rider shall prevail.

62. The failure of any party to insist upon the strict performance of a
party to exercise any right, option or remedy hereby reserved shall not be
construed as a waiver for the future of any such provision, right, option or
remedy or as a waiver of a subsequent breach hereof. The consent or approval by
the Landlord of any act by Tenant requiring the Landlord's consent or approval
shall not be construed to waiver or render unnecessary the requirement for the
Landlord's consent or approval of any subsequent similar act by the Tenant. The
receipt and acceptance by the Landlord of rent or other payments, charges or
sums with knowledge of a breach of any provision of this Lease Agreement shall
not be deemed a waiver of such breach. No provision of this Lease Agreement
shall be deemed to have been waived unless such waiver shall be in writing
signed by the party to be charged. No payment by the Tenant or receipt by the
Landlord of a lesser amount than the rents, charges and other sums hereby
reserved shall be deemed to be other than on account of the earliest rents,
charges and other sums then unpaid, including items of additional rent due
hereunder nor shall any endorsement or statement on any check or any letter
accompanying any check or payment by Tenant be deemed an accord and
satisfaction, and such rents, charges and other sums shall remain due and
Landlord may pursue any other remedy in this Lease Agreement provided or by law
permitted, and no waiver by Landlord in favor of any other Tenant or occupant
shall constitute a waiver in favor of the Tenant herein. No agreement to accept
a surrender of all or any part of demised premises or this Lease Agreement shall
be valid unless in writing and signed by the Landlord and the Tenant. No
delivery of keys shall operate as a termination of this Lease Agreement or a
surrender of the demised premises.

63. Tenant agrees not to use or permit the demised premises to be used for
parties of any kind, except office parties, nor to permit the maintenance of any
pets or permit the demised premises to be used as residential space or living
quarters.

64. Tenant may install only such locks on the demised premises as are
approved by law, rule or ordinance for premises of the type designated in the
use clause of this lease and further agrees to see to it that all fire exits
remain unobstructed at all times. Tenant further agrees to enforce all laws,
rules or ordinances regulating permitted smoking areas in the demised premises.
Tenant shall be responsible for installation and the cost and expense of all
locks and security devices (i.e. alarms, etc.), and the maintenance thereof.
Landlord is not responsible for any damage or loss to tenant by theft,
vandalism, etc.

65. (a) Landlord and Tenant agree to give up the right to a trial by jury
in any court action, proceeding or counterclaim on any matters concerning this
Lease, the relationship of Tenant and Landlord or Tenant's use or occupancy of
the demised premises.

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<PAGE> 17

(b) If Landlord begins any court action or proceeding against Tenant
in a non-payment or holdover proceeding, Tenant may not make any counterclaim,
in such action or proceeding, other than a compusury counterclaim.

66. Notwithstanding anything to the contrary in this lease it is agreed
that any demand for rent may be made orally and no written notice of any kind
shall be necessary as a condition precedent to commencement of a non-payment
petition:

67. Upon the effective date of this Lease, no term of the existing lease,
which terminates as of June 30, 1997, shall remain operative except as is set
forth in paragraph 37 of this rider.

DELPHI ASSOCIATES

By:
-----------------------------

CORPORATE CONCEPTS, LTD.

By: /s/ Jack Shatz
-----------------------------
Jack Shatz

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<PAGE> 1
Exhibit 10.25

GENERAL LEASE AGREEMENT

This Lease is made this 1st day of March 1999, by and between Narco Avionics,
Inc. ("Landlord") and Real Media, Inc. ("Tenant").

1. Premises to be Leased. Landlord agrees to lease to Tenant the premises
known as and located at the following address:

270 Commerce Drive
Ft. Washington, Pennsylvania 19034

Approximately 5,100 square feet, second floor, front building

2. Terms of Lease. This Lease shall begin on March 1, 1999 and will continue
for a period of one year. Tenant shall pay $4,250.00 per month as rent to
the Landlord. Rent shall be due on the first day of each month through the
term of the Lease. This Lease may be canceled by either party upon giving
60 days notice either at the end of the original term, or any time
thereafter. In the absence of any notice, the Lease will continue on a
month-to-month basis until renewed or cancelled. Terms of the Lease renewal
will be negotiable. Landlord reserves the right to cancel the Lease at any
time during Lease Term in the event of a change in ownership of the
building (and hence Premises) with a minimum of six (6) months notice to
Tenant.

3. Security Deposit. No Security Deposit is required. Significant Cosmetic
improvements to premises paid for by Tenant (such as Carpeting), can be
negotiated into an amortizable security deposit with consent of Landlord.

4. Subletting. Tenant promises not to assign or transfer this Lease or any
interest in this Lease, or sublet the premises without the prior written
consent of the Landlord.

5. Liens and Encumbrances. Tenant promises not to allow any liens or
encumbrances to attach to premises.

6. Occupancy. Tenant shall be entitled to use the premises for office
purposes. No pets shall be permitted on the premises.

7. Maintenance. Tenant shall maintain the premises in a safe and sanitary
condition; dispose of all garbage, rubbish and waste in a clean, safe and
legal manner, the storage of garbage on the premises being strictly
prohibited; keep all plumbing fixtures in the premises clean, sanitary and
in good working order; use and operate all electrical fixtures and plumbing
fixtures properly; comply with all obligations imposed upon Tenants by
applicable provisions of housing, building and health codes; refrain, and
forbid any other person from destroying, defacing, damaging, or removing
any part of the premises. Tenant shall not make any alterations to the
premises or change any locks on the premises without the prior written
consent of the Landlord. Tenant shall not do anything on the premises that
will increase or make void Landlord's insurance on the premises.
<PAGE> 2

8. Parking. Tenant shall be entitled to use of designated motor vehicle
parking facilities. Tenant acknowledges that any and all vehicles parked in
the area described in this paragraph are parked at the Tenant's own risk.

9. Utilities. Tenant shall be responsible for all deposits and payments for
the following utilities: Phone. A Utility Surcharge for all other building
services, including electric, gas, sewer and trash will be assessed at the
beginning of each month at $1.86 per square foot, and be due and payable by
the first of each month. Total Monthly Utility Surcharge for Premises:
$790.

10. Landlord Duties. Landlord shall comply with the requirements of all
building, housing and health codes as they apply to Landlord. Landlord
shall pay all real estate taxes and assessments as due, but reserves the
right to contest any such tax assessments.

11. Premises As Is. Tenant acknowledges that he has inspected the premises
prior to signing the Lease and accepts the premises in its present
condition.

12. Liabilities. Tenant agrees to assume all liability and hold Landlord
harmless from any and all injuries to persons or damage to property caused
by Tenant or any other person on the premises with Tenant's permission.
Tenant agrees to pay any costs and attorney fees incurred by Landlord in
defending any lawsuit or other action brought in regard to such injuries or
damage. All personal property in the premises is at Tenant's risk only and
Landlord shall not be liable for any damages to it, nor is Landlord
responsible for insuring Tenant's personal property.

13. Destruction of Premises. In the event more than half of the premises is
destroyed by fire or other loss, Landlord and Tenant agree that this Lease
shall become void at the option of either Landlord or Tenant.

14. Default. If Tenant makes any default on this Lease it shall be lawful for
Landlord and his representatives and agents to re-enter and repossess the
premises, or evict Tenant in the manner prescribed by law. Waiver of any
default by the Landlord shall not be construed as a waiver of any
subsequent default.

15. Access. Tenant shall allow Landlord access to the premises for purposes of
repair and inspection. Landlord shall exercise this right of access in a
reasonable manner. Landlord shall give Tenant reasonable notice before
exercising right of access, except in case of emergency.
<PAGE> 3

16. Notice. All notices required by this Lease shall be provided in writing,
and mailed to the parties as follows:

<TABLE>
<CAPTION>
<S> <C>
If to Landlord: 270 Commerce Drive
Fort Washington, PA 199034

If to Tenant: 270 Commerce Drive
Fort Washington, PA 19034
</TABLE>

17. Parties Bound. This Lease and the promises and agreements it contains shall
be binding on the respective heirs, successors, representatives, agents and
assigns of the parties.

18. Complete Agreement. This Lease is the complete and final agreement of
Landlord and Tenant in regard to the premises described in this Lease. This
Lease supersedes any oral or written agreements regarding these premises.

Dated this 18th day of March in the year 1999.

<TABLE>
<CAPTION>
LANDLORD: TENANT:
<S> <C>
Narco Avionics, Inc. Real Media, Inc.

By: /s/ Kevin P. Davis By: /s/ Mark Neumann
------------------------------ -------------------------------
Kevin P. Davis Mark Neumann
Its General Manager Its SVP Ops/HR
</TABLE>

<PAGE> 1
Exhibit 10.26

OFFICE LEASE

between

HUB PROPERTIES TRUST, Landlord

and

REAL MEDIA, INC., Tenant

for space at

580 VIRGINIA DRIVE

FORT WASHINGTON, PENNSYLVANIA

Date: January 5, 2000

<PAGE> 2

TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
<S> <C> <C>
1. Definitions........................................1
2. Premises; Use; Security............................3
3. Term...............................................5
4. Rent...............................................8
5. Real Estate Taxes..................................9
6. Operating Expenses................................13
7. Improvement of the Premises.......................19
8. Services..........................................25
9. Limitation Regarding Services.....................27
10. Care of Premises..................................28
11. Negative Covenants of Tenant......................31
12. Subletting and Assigning..........................36
13. Fire or Other Casualty............................39
14. Release and Indemnity.............................43
15. Insurance.........................................44
16. Eminent Domain....................................47
17. Default and Remedies..............................48
18. Subordination.....................................53
19. Holding Over......................................54
20. Notices...........................................55
21. Certain Rights Reserved to the Landlord...........55
22. [Intentionally omitted.]..........................57
23. Use and Occupancy Tax and Miscellaneous Taxes.....57
24. Excepted from Premises............................58
25. Mechanics' and Other Liens........................58
26. Estoppel Statement................................59
27. Covenant of Quiet Enjoyment.......................60
28. Brokers...........................................60
29. Limitations on Liability..........................60
30. Miscellaneous.....................................62
</TABLE>

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<PAGE> 3

AGREEMENT OF LEASE

THIS IS AN AGREEMENT OF LEASE (hereinafter "Lease") made as of the 5th day
of January, 2000, by and between HUB PROPERTIES TRUST, a Maryland real estate
investment trust (herein called "Landlord"), and REAL MEDIA, INC., a corporation
formed under the laws of Delaware (herein called "Tenant").

BACKGROUND

A. Landlord desires to lease to Tenant the premises identified in this
Lease under the terms and conditions herein set forth.

B. Tenant desires to lease and accept from Landlord the premises identified
in this Lease under the terms and conditions herein set forth.

AGREEMENTS

IN CONSIDERATION of the Background, and the mutual covenants and agreements
herein set forth, and other good, valuable and sufficient consideration
received, and intending to be legally bound hereby, the parties hereto agree as
follows:

1. Definitions.

Additional Rent. The term "Additional Rent" or "additional rent" shall
mean all sums payable under this Lease for any purpose, whether or not they are
expressly designated as "Additional Rent" or "additional rent" or would
otherwise be considered rent, other than Minimum Rent.

Affiliate. The term "affiliate" of any entity, corporation, partnership
or limited liability company shall mean any other entity, corporation,
partnership or limited liability company controlling, controlled by, or under
common control with the former.

Base Year. The term "Base Year" shall mean calendar year 2000.

Building. The term "Building" shall mean that certain commercial office
building and related improvements presently known as and located at 580 Virginia
Drive in Fort Washington, Pennsylvania.

Business Day. The term "Business Day" or "business day" shall mean
Monday through Friday, except Holidays. All references to a period of days in
this Lease shall be deemed to refer to calendar days unless the term "Business
Day or business day" is used.

-1-
<PAGE> 4

Business Hours. The term "Business Hours" shall mean 8:00 A.M. to 6:00
P.M., Monday through Friday, and 8:00 A.M. to 1:00 P.M. on Saturday, Holidays
excepted.

Construction Allowance. The term "Construction Allowance" shall mean the
sum of $7.00 per Rentable Square Foot of the Premises, to be applied as set
forth in Section 7.8 below.

Holidays. The term "Holidays" shall mean President's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, Christmas Day, New Year's Day and
all union holidays of workers employed by Landlord at the Building.

Land. The term "Land" shall mean the parcel or parcels of real property
on which the Building is located.

Landlord. The term "Landlord" shall mean that entity named on page 1 of
this Lease and any subsequent owner of such Landlord's interest in the Property,
as well as their respective heirs, personal representatives, successors and
assigns, all subject to the provisions of Section 29 hereof.

Lease Interest Rate. The term "Lease Interest Rate" shall mean the
lesser of (A) the Prime Rate in effect from time to time plus four percent (4%),
or (B) the maximum amount or rate that Landlord may lawfully charge Tenant in
the circumstances if such a maximum exits.

Manager. The term "Manager" shall mean REIT Management & Research, Inc.,
having an address at 400 Centre Street, Newton, Massachusetts 02458, or such
other party or such other address as Landlord may designate, from time to time,
by written notice to Tenant.

Permitted Use. The term "Permitted Use" shall mean use only for
commercial offices (and offices for the clerical and other staff providing
support services necessarily attendant thereto), consistent with the character
of the Building, and for no other purpose.

Prime Rate. The term "Prime Rate" shall mean the reference rate of
interest as reported in the Wall Street Journal or its successor; if such
reference rate is discontinued or no longer quoted, then such comparable rate as
Landlord reasonably designates by notice to Tenant.

Property. The term "Property" shall mean the Land and the Building
together.

Rentable Area. The term "Rentable Area" for any space in the Building
hereunder shall mean the total Rentable Square Feet contained in such space as
calculated by Landlord.

Rentable Square Feet. The terms "Rentable Square Foot", "Rentable Square
Feet" and "Rentable Square Footage" shall refer to the rentable square footage
of any space leased by Tenant hereunder as calculated by Landlord.

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<PAGE> 5

2. Premises; Use; Security.

2.1. Premises. Landlord hereby leases to Tenant, and Tenant hereby
leases and rents from Landlord, on the terms and subject to the conditions
herein set forth, all Rentable Area on the second floor of the Building, agreed
to consist of approximately 16,820 Rentable Square Feet, being generally
illustrated on the floor plan attached hereto as Exhibit "A" (the "Premises").
Solely for ease of reference, portions of the Premises are referred to in this
Lease as, respectively, Phase I and Phase II (the "Phases"; each a "Phase"), as
follows (both Phases are also identified on Exhibit "A" attached hereto):

Phase Area of Phase

I 13,357 Rentable Square Feet

II 3,463 Rentable Square Feet

Notwithstanding the references in this Lease to the Phases, the Premises is
hereby leased to Tenant as an undivided whole (with staggered Rent Commencement
Dates as hereinafter set forth). Accordingly, a breach by Tenant of any of its
obligations under this Lease with respect to either Phase (including, without
limitation, the payment of Rent) shall constitute a breach by Tenant with
respect to the entire Premises.

2.2. Use. Tenant shall not use or occupy, or permit or suffer to be used
or occupied, the Premises or any part thereof, other than for the Permitted Use.

2.2.1. The Permitted Use shall not include, and Tenant shall not
use, or permit the use of, the Premises or any part thereof for: (a) sale of
wine, ale, beer or other alcoholic beverages kept in the Premises; (b) sale at
wholesale or retail of any other products or materials kept in the Premises, by
vending machines (except to Tenant's employees and business guests) or
otherwise, or demonstrations to the public, or as a restaurant or bar, or for
the sale of candy, food cigarettes, cigars, tobacco, newspapers, magazines,
beverages or similar items, or for the preparation, dispensing or consumption of
food or beverages in any manner whatsoever (except to Tenant's employees and
business guests); (c) manufacturing or printing; (d) rendition of medical,
dental or other diagnostic or therapeutic services, except that Tenant shall
have the right to employ a resident nurse for Tenant's employees normally
working at the Premises; (e) conduct or maintenance of any gambling or gaming
activities or any political activities or any club activities, whether private
or public, or a school of any kind or an employment or placement agency; (f) the
offices or business of a governmental or quasi-governmental bureau, department
or agency, foreign or domestic, including an autonomous governmental corporation
or diplomatic or trade mission; (b) a retail banking, trust company, depository,
guarantee or safe deposit business; (h) a retail savings bank, savings and loan
association or loan company; (i) sale of travelers checks, money orders, drafts,
foreign exchange or letters of credit or the receipt of money for transmission;
(j) a stockbroker's or dealer's office or for the underwriting or sale of

-3-
<PAGE> 6

securities; (k) an employment agency, executive search firm or similar
enterprise, labor union, school or vocational training center; (l) a barber shop
or beauty salon; or (m) a travel agency.

2.2.2. Tenant shall not use, occupy or permit the Premises or any
part thereof to be used in any manner, or permit anything to be brought into or
kept therein, which would (a) violate any laws or the certificate of occupancy
for the Building, (b) make unobtainable from reputable insurance companies
authorized to do business in Pennsylvania at standard rates "all risk" casualty
insurance coverage or liability, elevator, boiler or other insurance, (c)
constitute a public or private nuisance, (d) adversely affect the appearance,
character or reputation of the Building as a first-class office building, or (e)
violate exclusive rights granted to other tenants of the Building under their
leases of which Landlord shall have given Tenant written notice.

2.2.3. If any governmental license or permit, other than a
certificate of occupancy of the entire Building, shall be required for the
proper and lawful conduct of Tenant's business in the Premises and if failure to
secure such license or permit would in any way adversely affect Landlord the
Building, then Tenant, at its expense, shall duly procure and thereafter
maintain such license or permit and submit the same to Landlord for inspection.
Tenant shall at all times comply with the terms and conditions of each such
license and permit, but in no event shall Tenant's failure to procure or
maintain such license or permit relieve Tenant form its obligations hereunder.

2.3. Right of First Offer. Landlord hereby grants to Tenant a right of
first offer to lease from Landlord during the Term of this Lease, as extended,
all (but not less than all) rentable space that becomes available for tenancy in
the Building excluding only rentable space (a) with respect to which the
existing tenant occupying same desires to exercise a renewal option or negotiate
a new lease and (b) with respect to which a then existing tenant of the Building
has an expansion option (which shall not be deemed to include a right of first
refusal or a right of first offer) entitling it to lease such space (such
rentable space being herein referred to as the "Available Space"), on the
following terms and conditions: In the event that all or any portion of the
Available Space becomes available for Lease for a term commencing prior to the
end of the Term of this Lease, Landlord shall offer such space to Tenant on the
same terms and conditions as Landlord would propose to an unrelated third party
for such space, for a lease commencing at or approximately at the time the
Available Space, or portion thereof, will be available for occupancy. Landlord's
offer shall take the form of a written notice to Tenant setting forth the
Rentable Area of the portion of the Available Space proposed to be leased, the
date it is expected to be available, the proposed terms and conditions of lease
and a floor plan of the space in question (an "Offer"). Tenant shall have ten
(10) business days following receipt of an Offer within which to deliver written
notice to Landlord agreeing to lease the Available Space on the terms of the
Offer. If Tenant timely delivers such notice, the parties will execute an
amendment of this Lease containing the terms of the Offer within twenty (20)
days thereafter. If Tenant does not deliver such notice to Landlord within ten
(10) business days as aforesaid, Landlord may thereafter complete the leasing of
the Available Space to any third party, and Tenant's right

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under this Section 2.3 to lease the portion of the Available Space referenced in
the rejected Offer shall irrevocably terminate for the duration of the Term.
Notwithstanding the foregoing, the right of first offer herein contained shall
not be effective during the last twelve (12) calendar months of the Term unless
Tenant shall have exercised any applicable option to renew contained in Section
3, below, which is exercisable during such twelve (12) month period.

2.4. Security. During the period following the Rent Commencement Date
(defined in Section 3.1 hereof) for Phase I that the existing tenant occupying
Phase II on the date of this Lease (the "Phase II Tenant") remains within Phase
II, Landlord agrees to be responsible for maintaining the security of Phase I
against intrusions by the Phase II Tenant or its employees through the two (2)
doors which presently connect Phase I with Phase II.

3. Term.

3.1. Duration. The term of this Lease (the "Term") shall commence on
that date (the "Lease Commencement Date") which is the date Tenant or anyone
claiming under or through Tenant first enters the Premises or any portion
thereof for purposes of occupying same for any reason or performing any work or
services therein. As used herein, the term "Rent Commencement Date", with
respect to Phase I, means the earlier of (a) the third (3rd) business day
following the date of Substantial Completion (as defined in Section 3.2 hereof)
of that Phase, or (b) the date Tenant or anyone claiming under or through Tenant
first occupies or takes possession of that Phase or any portion thereof for
purposes of conducting the Permitted Use therein, and the term "Rent
Commencement Date", with respect to Phase II, means December 1, 2000. The Term
shall continue until that date (the "Termination Date") which is the last day of
the sixth (6th) Lease Year, unless sooner terminated. Landlord shall endeavor to
inform Tenant, at least thirty (30) days prior thereto, of the estimated date of
Substantial Completion of Phase I if different from the estimate set forth in
Section 3.2 hereof. The "First Lease Year" shall be the twelve (12) month period
commencing on the Rent Commencement Date for Phase I, if such Rent Commencement
Date is the first day of a calendar month, or, if the Rent Commencement Date for
Phase I is other than on the first day of a calendar month then the period
commencing on the Rent Commencement Date for Phase I and continuing through the
last day of the twelfth full calendar month thereafter. Each "Lease Year" after
the First Lease Year shall be a consecutive twelve (12) month period commencing
on the first day of the calendar month immediately following the preceding Lease
Year. Tenant covenants that it shall accept possession of each Phase on the Rent
Commencement Date for that Phase and thereafter continuously occupy the
Premises, subject only to any rights of sublease or assignment herein contained,
during the entire Term and any renewals thereof.

3.2. Substantial Completion. The terms "Substantial Completion" or
"Substantially Complete" shall mean, with respect to a particular Phase, that
state of completion of the Tenant Work (hereinafter defined) for that Phase
which will, except for any improvements or work to be performed by Tenant, allow
Tenant to utilize the Phase for its intended purpose without material
interference to the customary business activities of Tenant by reason of the

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<PAGE> 8

completion of any work being performed by Landlord, provided Substantial
Completion cannot occur unless there is available to the Phase: (1) required
utility services in reasonable quantities, (2) reasonable access through a
ground floor entranceway of the Building and that portion of the lobby area of
the Building leading from such entranceway to the elevators servicing the
Premises; and (3) passenger elevator service servicing the Premises during
business hours. Substantial Completion of a Phase shall be deemed to have
occurred notwithstanding that minor or insubstantial details of construction,
decoration or mechanical adjustment remain to be performed. The foregoing minor
or insubstantial details are referred to in this Lease as "Punchlist Items".
Landlord presently estimates that the date of Substantial Completion of Phase I
will be December 15, 1999 . Landlord presently estimates that the date of
Substantial Completion of Phase II will be November 15, 2000. The term
"Substantial Completion Date" for a Phase shall mean the earlier of (i) the date
on which the Tenant Work in that Phase is Substantially Complete or (ii) the
date that such Tenant Work would have been Substantially Complete but for any
Tenant Delay (defined in Subsection 7.4 hereof).

3.3. Effect of Tenant Delay. Anything in Section 3.2 to the contrary
notwithstanding, to the extent that the Rent Commencement Date of a Phase is
delayed by reason of a delay in Substantial Completion of that Phase because of
any Tenant Delay, the Rent Commencement Date of that Phase shall occur, and
Tenant's obligations to pay Rent (including Real Estate Taxes and Operating
Expenses) for that Phase under this Lease shall commence on that day on which,
in Landlord's estimation, Substantial Completion of that Phase would have
occurred but for such Tenant Delay. If Landlord has actual knowledge that Tenant
Delay is occurring, Landlord agrees to give Tenant written notice thereof in a
reasonably timely manner.

3.4. Effect of Other Delays. If Substantial Completion of a Phase shall
occur on a date later than the date set forth in Section 3.2 above, or if
Landlord shall be delayed in the delivery of possession of a Phase to Tenant
because repairs, improvements or decoration of the Premises or Building to be
performed by Landlord are not completed, or for any other reason, whether or not
within Landlord's control, Landlord shall not be subject to any liability to
Tenant. If the delay was not attributable to Tenant Delay, the Rent reserved and
covenanted to be paid herein for that Phase shall not commence and the Rent
Commencement Date for that Phase shall not occur until possession of the Phase
can be given to Tenant in the required state of Substantial Completion. No such
failure to give possession shall in any other respect affect the validity of
this Lease or any obligation of Tenant hereunder.

3.5. Confirmation Memorandum. On or about the Rent Commencement Date for
each Phase, Landlord shall prepare and Landlord and Tenant shall each promptly
execute, acknowledge and deliver to one another a memorandum in form
substantially as set forth in "Exhibit B" hereto, confirming the information set
forth in such form (the "Confirmation Memorandum").

3.6. Renewal Option. Tenant is hereby granted the option to extend the
Term of this Lease, with respect to all of the Premises as then constituted, for
one (1) consecutive

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<PAGE> 9

additional period of five (5) years commencing on the day following the
Termination Date (referred to as a "Renewal Term"), upon the following terms and
conditions:

(i) No Event of Default shall have occurred during the Term of this
Lease, either prior to Tenant's giving of its renewal notice to Landlord
or at or prior to the commencement of the Renewal Term;

(ii) Landlord shall have made a good faith determination that
Tenant remains creditworthy;

(iii) Tenant shall not have previously assigned this Lease or
sublet all or any portion of the Premises;

(iv) Tenant shall have delivered to Landlord written notice of
Tenant's election to exercise this option not less than 270 days prior
to the Termination Date;

(v) all lease terms for the Renewal Term shall be the same as
specified for the initial Term of this Lease, except that (a) there
shall be no further option to renew or extend the Term of this Lease,
(b) Landlord shall provide Tenant with a $50,000.00 refurbishment
allowance at the commencement of the Renewal Term, payable within thirty
(30) days following receipt of written request from Tenant accompanied
by paid invoices or other evidence reasonably acceptable to Landlord of
Tenant's having incurred and paid the sums sought to be reimbursed,
which allowance shall be expended solely in reimbursement of costs and
expenses incurred by Tenant in recarpeting, repainting, refurnishing and
otherwise refurbishing the Premises during the first six (6) months of
the Renewal Term (the "Refurbishment Allowance"), (c) apart from the
Refurbishment Allowance, there shall be no Construction Allowance or
other allowances or inducements payable by Landlord during the Renewal
Term, and (d) Minimum Rent payable during the Renewal Term shall be the
greater of (1) the escalating fair market value rent then being charged
or quoted by Landlord for leases of comparable space in the Building for
comparable terms commencing within one year prior to or after the
commencement of the Renewal Term, or (2) the Minimum Rent payable by
Tenant during the sixth (6th) Lease Year; and

(vi) if Landlord and Tenant fail to agree as to all terms and sign
an amendment to this Lease extending the Term for the Renewal Term as
provided in this Section at least 230 days prior to the Termination
Date, all time periods for Tenant herein being of the essence, then
Tenant's option to extend the Term of this Lease for the Renewal Term
shall lapse and this Section shall be of no further force or effect.

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<PAGE> 10

Tenant's rights under this Section 3.6 are personal to the entity hereinabove
named as "Tenant" and are non-transferable.

4. Rent.

4.1. Minimum Rent. Annual minimum rent for the Premises ("Minimum Rent")
shall be as follows (as used in the following chart, the term "RSF" means
"Rentable Square Foot"):

First Lease Year $20.50 per RSF

Second Lease Year $21.00 per RSF

Third Lease Year $21.50 per RSF

Fourth Lease Year $22.00 per RSF

Fifth Lease Year $22.50 per RSF

Sixth Lease Year, through $23.00 per RSF

Termination Date

Notwithstanding the foregoing, no Minimum Rent shall be payable with
respect to Phase I hereunder during the first full calendar month following the
Rent Commencement Date for Phase I. Minimum Rent for a given Phase shall be
payable in equal monthly installments commencing on the Rent Commencement Date
for that Phase and thereafter due on the first day of each month during the Term
without demand, deduction or set-off, at the office of Manager; provided,
however, that upon Tenant's execution of this Lease Tenant shall prepay to
Landlord the first two (2) months of Minimum Rent owing for Phase I.

4.2. Partial Month. If the Rent Commencement Date for a given Phase
occurs on a day other than the first day of a month, Minimum Rent for that Phase
from such day until the first day of the following month shall be prorated (on
the basis of the number of days during the first month within the term of this
Lease) and shall be payable, in advance, on the Rent Commencement Date for that
Phase.

4.3. Rent Acceptance. If Landlord, at any time or times, shall accept
Minimum Rent or any other sum due to it hereunder after the same shall become
due and payable, such acceptance shall not excuse delay upon subsequent
occasions, or constitute, or be construed as, a waiver of any of Landlord's
rights hereunder.

4.4. Additional Rent. All sums payable by Tenant under this Lease,
whether or not stated to be rent, Minimum Rent or Additional Rent or otherwise
denominated (hereinafter

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<PAGE> 11

collectively referred to as "Rent"), shall be collectible by Landlord as rent
and in the event of a default in payment thereof Landlord shall have the same
rights and remedies as for a failure to pay Minimum Rent (without prejudice to
any other right or remedy available therefor).

4.5. Late Charge. If any payment of Rent (including, without limitation,
all Minimum Rent and all Additional Rent) or any part thereof to be made by
Tenant to Landlord pursuant to the terms of this Lease shall become overdue for
a period in excess of five (5) days, a late charge of Five Cents ($0.05) for
each dollar so overdue shall be paid by Tenant for the purpose of defraying the
expense incident to handling such delinquent payment, together with interest
from the date such payment or part thereof was due, at the Lease Interest Rate.
Notwithstanding the foregoing, Landlord agrees to credit the aforesaid late
charge toward payment of the first interest falling due hereunder with respect
to the same overdue payment of Rent. Nothing herein or in the imposition or
acceptance of a late charge by Landlord shall be construed as a waiver of any
rights of Landlord arising out of any default of Tenant; the right to collect
any late charge or interest is separate and apart from any rights or remedies of
Landlord relating to any default by Tenant.

4.6. Independent Covenant; Survival. Tenant's covenant to pay all Rent
hereunder is independent of any other covenant, agreement, term or condition of
this Lease. Without limiting the other obligations of Tenant which shall survive
the expiration of the term hereof, the obligation of Tenant to pay Rent shall
survive the expiration of the Term hereof.

4.7. Phase II Early Occupancy Rent. Notwithstanding anything to the
contrary elsewhere contained in this Lease, if Tenant shall occupy all or any
portion of Phase II for purposes of conducting the Permitted Use therein prior
to the Rent Commencement Date for Phase II, then commencing on the first day of
such occupancy and ending on the day prior to the Rent Commencement Date for
Phase II, Tenant shall pay to Landlord, in lieu of Minimum Rent (a) Landlord's
charge for consumption of electricity within Phase II, to be determined and
payable in accordance with Section 8.8.1 hereof, and (b) 7.33% of that portion
of Real Estate Taxes and Operating Expenses (as such terms are defined in
Sections 5 and 6 hereof) allocable to such period of occupancy (to be reasonably
prorated by Landlord based on the actual number of days of occupancy),
calculated by Landlord without reference to the Base Year, and payable by Tenant
to Landlord monthly, in arrears, within thirty (30) days following receipt of
Landlord's reasonably itemized bill. In the event of such early occupancy,
within a reasonable time following the end of calendar year 2000 Landlord shall
deliver to Tenant a statement reflecting the actual Real Estate Taxes and
Operating Expenses for the Building and Tenant's share thereof for the period of
early occupancy of Phase II, and if such figures differ from the sums actually
paid by Tenant hereunder, Landlord shall provide Tenant a credit against Minimum
Rent for any overpayment or Tenant shall pay to Landlord within thirty (30) days
the amount of any underpayment, as the case may be.

5. Real Estate Taxes.

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5.1. Definitions. As used in this Section 5, the following terms shall
be defined as hereinafter provided:

5.1.1. "Real Estate Taxes" shall mean all taxes, liens, charges,
imposts and assessments of every kind and nature, ordinary or extraordinary,
foreseen or unforeseen, general or special, levied, assessed or imposed by any
governmental authority with respect to the Property, as well as all fees or
assessments payable on account of the Property being located in the Fort
Washington Special Services District, as well as all that portion of the
Business Privilege Tax of the City of Fort Washington which is based upon gross
"receipts" with respect to the Property and not upon "net income" with respect
to the Property, any income or gross receipts tax which is limited to income
from real property, miscellaneous taxes (other than Real Estate Taxes)
applicable to or assessed by reason of the ownership of the Property and any
taxes imposed on personal property in the Building owned by Landlord and used in
connection with the Property. Notwithstanding the foregoing:

5.1.1.1. if at any time during the Term of this Lease the
present system of ad valorem taxation of real property shall be changed or
supplemented so that in lieu of or in addition to the ad valorem tax on real
property there shall be assessed on Landlord or the Property any tax of any
nature which is imposed in whole or in part, in substitution for, addition to,
or in lieu of any tax which would otherwise constitute a Real Estate Tax, such
tax shall be included within the term "Real Estate Taxes," but only to the
extent that the same would be payable if the Property were the only property of
Landlord. Such tax may include, but shall not be limited to, a capital levy or
other tax on the gross rents or gross receipts with respect to the Property, or
a federal, state, county, municipal or other local income, franchise, profit,
excise or similar tax, assessment, levy or charge measured by or based, in whole
or in part, upon any such gross rents or gross receipts;

5.1.1.2. Real Estate Taxes shall also encompass all of
Landlord's expenses, including but not limited to attorney's fees and expenses,
incurred by Landlord in any effort to minimize Real Estate Taxes whether by
contesting proposed increases in assessments, applying for the benefit of any
tax abatement program available for the Property, appealing the denial of any
such tax abatement, or contesting any challenge to the validity of any tax
abatement program or its applicability to the Property or by any other means or
procedures appropriate in the circumstances; provided, however, that under no
circumstances shall Landlord have any obligation to undertake any contest,
appeal or other procedure to minimize Real Estate Taxes or to obtain or maintain
the benefits of any tax abatement program for the Property; and

5.1.1.3. except as otherwise provided in Subsection 5.1.1.1
above, there shall be excluded from Real Estate Taxes all net income, excess
profit, excise, franchise, estate, succession and inheritance taxes, penalties
due to Landlord's lateness or failure to pay taxes when due and transfer taxes
imposed on Landlord.

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5.1.2. "Tenant's Tax Share" shall be that percentage of Real
Estate Taxes which is equal to the ratio of the Rentable Area of the Premises
(as the same may change from time to time) to the total Rentable Area contained
in the Building. As of the date of this Lease, Tenant's Tax Share for the entire
Premises is 35.60%, and Tenant's Tax Share for Phase I is 28.27%.

5.1.3. "Tax Year" shall mean each calendar year, or such other
period of twelve (12) months as now or hereafter may be duly adopted as the
fiscal year for real estate tax purposes of the governmental unit in which the
Property is located, occurring during the term of this Lease.

5.1.4. "Tax Statement" shall mean a statement provided by
Landlord, setting forth: (a) the Real Estate Taxes for any Tax Year, (b)
Tenant's Tax Payment (defined in Section 5.2) owing on account thereof, prorated
if only a part of the Tax Year falls within the Term of this Lease; and (c) the
amount by which the Tenant's Tax Payment exceeds (or is less than) payments made
by Tenant pursuant to Sections 5.2.2 and 5.2.3 below for the specified Tax Year
or portions thereof.

5.2. Payment of Tenant's Tax Payment. During each Tax Year subsequent to
the Base Year, Tenant shall pay to Landlord, as additional rent hereunder, an
amount equal to Tenant's Tax Share of the total dollar increase, if any, in Real
Estate Taxes for such year over Real Estate Taxes for the Base Year (taking into
account any abatement of Real Estate Taxes which benefited the Property during
the Base Year or such subsequent year), prorated for any partial Tax Year within
the Term ("Tenant's Tax Payment"). Tenant's Tax Payment for each year shall be
paid as follows:

5.2.1. After receipt of a Real Estate Tax bill, Landlord shall
furnish Tenant a Tax Statement as hereinabove defined. Within thirty (30) days
following the receipt of such Tax Statement, Tenant shall pay to Landlord the
amount, if any, by which the Tenant's Tax Payment for such Tax Year exceeds the
total amount, if any, of payments made pursuant to Subsection 5.2.3 below on
account of the Tenant's Tax Payment as shown on the Tax Statement.

5.2.2. Notwithstanding the foregoing Section 5.2.1, if at any time
after execution of this Lease Landlord receives a Real Estate Tax bill for taxes
in excess of the Real Estate Taxes for the preceding Tax Year or a notice of any
governmental action which could effect an increase in Real Estate Taxes over the
Real Estate Taxes for the preceding Tax Year including, but not limited to,
notice of any increase in assessment or of a forthcoming increase in the real
estate tax rate, or notice, providing that the Property is not entitled to the
benefit of any tax abatement program pursuant to which Landlord has previously
determined the Tenant's Tax Payment, or that the validity of any tax abatement
program applicable to the Property has been challenged by appropriate legal
proceedings, Landlord may notify Tenant that Landlord elects to increase the
installments presently being paid by Tenant pursuant to Subsection 5.2.3 below.
Landlord's notice shall be in writing and shall specify the amount due, or
estimated to become

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<PAGE> 14

due, and the amount of each installment or increased installment to be paid by
Tenant. Payments in the amount of the installment (or increase in installment)
set forth in Landlord's notice shall be due monthly as Additional Rent
concurrently with payments of Minimum Rent beginning with such first payment due
after the date of Landlord's notice, and shall continue on the first day of each
month until and including the month in which Tenant makes payment in full of
Tenant's Tax Payment.

5.2.3. Tenant shall pay one twelfth (1/12) of the Tenant's Tax
Payment on account of the Real Estate Taxes for the preceding Tax Year monthly,
together with payments of Minimum Rent, as an estimate and on account of the
Tenant's Tax Payment for the current Tax Year, which payments shall be subject
to increase upon receipt by Tenant of a notice from Landlord pursuant to
Subsection 5.2.2 above increasing the amount of monthly estimated payments.

5.2.4. Real Estate Taxes with respect to a Tax Year which is the
subject of an appeal filed by or on behalf of Landlord shall be paid on the
basis of the amount reflected in the tax bill and shall not be adjusted until
the final determination of the appeal. Upon such determination of any appeal,
Landlord will notify Tenant in writing of the actual amount of Tenant's Tax
Payment owing for the year or years which were the subject of the appeal and the
amount, if any, remaining due by Tenant in excess of Tenant's estimated
payments. Tenant shall pay such entire amount so due on the due date for the
next installment of Minimum Rent, or if this Lease has terminated, Tenant shall
pay the amount due within thirty (30) days after receipt of Landlord's notice.
If the final determination of the appeal results in a reduction of the Real
Estate Taxes at issue and Landlord receives a cash refund from the taxing
authority on account of overpayment of Real Estate Taxes for such year, Tenant
shall receive a credit against the installment of Minimum Rent next coming due
in the amount by which Tenant's payments on account of Tenant's Tax Payment
exceeded the payments actually due for the applicable year, or if the Term of
the Lease has expired, Landlord shall refund to Tenant the amount of any such
overpayment promptly following Landlord's determination of the amount due to
Tenant.

5.2.5. If Tenant shall pay any Tenant's Tax Payment for any periods
which were calculated on the basis of the qualification of the Property for a
tax abatement program, and subsequently it is determined that for such periods
or any portion thereof the Property was not entitled to the benefit of such
program or that such program was invalid and a retroactive assessment is made,
then Tenant's Tax Payment for such periods shall be recomputed on the basis of
the actual amount of Real Estate Taxes required to be paid in the absence of
abatement. Landlord will notify Tenant in writing both of any additional amounts
due (the "Deficiencies") by Tenant by reason of such recalculations of Tenant's
Tax Payment for such periods in excess of Tenant's previous payments of Tenant's
Tax Payment and of the amount of any increase in installments payable by Tenant
pursuant to Subsection 5.2.3 above for the balance of the current Tax Year.
Tenant shall pay the entire amount of the Deficiencies by the due date of the
next installment of Minimum Rent due Landlord.

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5.2.6. Any Tax Statement or other notice from Landlord pursuant to
this Section 5 shall be deemed approved by Tenant as correct unless within sixty
(60) days after the furnishing thereof, Tenant shall notify Landlord in writing
that it disputes the correctness of the Tax Statement or other notice,
specifying in detail the basis for such assertion. Pending the resolution of
such dispute, however, Tenant shall make payments in accordance with said Tax
Statement or other notice.

6. Operating Expenses.

6.1. Definitions.

As used in this Section 6 the following terms shall be defined as
hereinafter provided:

6.1.1. "Operating Year" shall mean each calendar year, or such
other period of twelve (12) months as hereafter may be adopted by Landlord as
its fiscal year, occurring either in whole or in part during the Term of this
Lease.

6.1.2. "Tenant's Expense Share" shall be that percentage of
Operating Expenses derived by dividing the Rentable Area contained within the
Premises (as the same may from time to time increase or decrease) by the
Rentable Area contained in the Building. As of the date of this Lease, Tenant's
Expense Share for the entire Premises is 35.60%, and Tenant's Expense Share for
Phase I is 28.27%.

6.1.3. "Operating Expenses" shall mean the expenses incurred by
Landlord in connection with the operation, repair, maintenance, protection and
management of the Property, including by way of example rather than of
limitation, the following:

6.1.3.1. Wages, salaries, fees and other compensation and
payments, payroll taxes, contributions to any social security, unemployment
insurance, welfare, pension or similar fund and payments for other fringe
benefits made to or on behalf of any and all employees of Landlord performing
services rendered in connection with the operation, repair, maintenance,
protection and management of the Property, including, without limitation:
elevator operators; elevator starters; window cleaners; porters; janitors;
maids; miscellaneous handymen; watchmen; persons engaged in patrolling and
protecting the Property; carpenters; engineers; firemen; mechanics;
electricians; plumbers; landscapers; insurance risk managers; building
superintendent and assistants; building or general manager; and clerical,
accounting and administrative personnel. Landlord may contract for any of the
foregoing to be performed by independent contractors, in which event all sums
paid to such independent contractors shall be included within Operating Expenses
pursuant to Subsection 6.1.4.20 below.

6.1.3.2. The cost of employee uniforms, and the cleaning,
pressing and repair thereof.

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6.1.3.3. Cleaning costs for the Property, including the
facade, windows and sidewalks, all costs for snow and rubbish removal and the
costs of all labor, supplies, equipment and materials incidental to such
cleaning.

6.1.3.4. Premiums and other charges incurred by Landlord
with respect to all insurance relating to the Property and the operation and
maintenance thereof, including without limitation: all risk of physical damage
or fire and extended coverage insurance; public liability insurance; elevator
insurance; workmen's compensation insurance; boiler and machinery insurance;
sprinkler leakage insurance; rent insurance; and health, accident and group life
insurance for employees.

6.1.3.5. The cost of heat, water, sewer and all other
utility services, servicing the Building generally, as well as the cost of
electricity consumed during Business Hours by HVAC equipment serving more than a
single floor of the Building (such as, but not limited to, the condensor water
system pumps, cooling tower fan and fresh air fans located within the Building
core) (the cost of electricity for HVAC equipment serving only a given floor
being billed directly to the tenant or tenants of such floor pursuant to Section
8.8, or the equivalent, of their respective leases).

6.1.3.6. Costs (other than utilities costs, which are
provided for in Subsection 6.1.3.5 above) incurred for operation, service,
maintenance, inspection, repairs and alterations of the Property, including the
heating, air-conditioning, ventilating, plumbing, outdoor underground heating
coils, electrical and elevator systems of the Building and the costs of labor,
materials, supplies and equipment used in connection with all of the aforesaid
items.

6.1.3.7. Sales and excise taxes and the like upon any of the
expenses enumerated herein.

6.1.3.8. Management fees of the managing agent for the
Building, if any.

6.1.3.9. The cost of tools, equipment, and supplies and any
replacement thereof.

6.1.3.10. The cost of repainting or otherwise redecorating
any part of the Building other than premises demised to tenants in the Building.

6.1.3.11. Displays or decorations for the lobby, balconies
and other public portions of the Property.

6.1.3.12. Dues paid to associations representing landlords,
such as BOMA.

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6.1.3.13. The cost of telephone, telecopier and courier
services, postage and delivery charges, office supplies, maintenance and repair
of office equipment, and similar costs.

6.1.3.14. The cost of licenses, permits and similar fees and
charges.

6.1.3.15. Auditing and accounting fees including accounting
fees incurred in connection with the preparation and certification of the Tax
Statements and the Operating Expense Statements specified in Sections 5 and 6 of
this Lease.

6.1.3.16. All costs incurred by Landlord to comply with
governmental requirements, whether federal, state or municipal; and all repairs,
replacements and improvements which are appropriate for the continued operation
of the Building, including without limitation capital expenditures which under
generally applied real estate accounting practice are expensed or are regarded
as deferred expenses.

6.1.3.17. All costs and expenses associated with the
acquisition and installation of any energy or cost saving devices.

6.1.3.18. Fair market rental and other costs with respect to
the management office for the Building.

6.1.3.19. Intentionally Omitted.

6.1.3.20. Cost of independent contractors performing
services, including, but not limited to, cleaning, janitorial, window-washing,
rubbish removal, security, landscaping, snow and ice removal services,
electrical, painting, plumbing, elevator, heating, ventilation and air
conditioning maintenance and repair and all fees due such independent
contractors.

6.1.3.21. Legal fees with respect to the Property other than
those incurred in the negotiation of tenant leases.

6.1.3.22. Capital expenditures necessitated by casualties to
the extent of the deductible under Landlord's policy of casualty insurance.

6.1.3.23. Any and all other expenditures of Landlord which
are properly expenses in accordance with generally accepted accounting
principles consistently applied with respect to the operation, repair,
maintenance, protection and management of first-class office buildings in the
City of Fort Washington, Pennsylvania.

6.1.3.24. If Landlord shall purchase any item of capital
equipment or make any capital expenditure as described in Subsections 6.1.3.16,
6.1.3.17, or 6.1.3.22 above

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<PAGE> 18

(a "Capital Expenditure"), the total cost of which is not included in Operating
Expenses for the Operating Year in which it was made, Landlord may include in
Operating Expenses for the Operating Year in which such Capital Expenditure was
made, and in Operating Expenses for each succeeding Operating Year, an annual
charge-off of such Capital Expenditure. Annual charge-offs shall be determined
by dividing the original Capital Expenditure plus an interest factor, reasonably
determined by Landlord as being the interest rate then being charged for
long-term mortgages by institutional lenders on like properties within the
locality in which the Building is located, by the number of years of useful life
of the improvement, repair, alteration or replacement made with the Capital
Expenditure; and the useful life shall be determined reasonably by Landlord in
accordance with then prevailing customs and practices of the real estate
industry in the greater Fort Washington area, consistently applied. If Landlord
shall lease such items of capital equipment, then the lease shall be included in
Operating Expenses for each Operating Year in which they are incurred.
Notwithstanding the foregoing, if Landlord shall effectuate savings in labor or
energy-related costs as a result of the installation of new devices or
equipment, then Landlord may, in lieu of the above, elect to include up to the
full amount of any such savings in each Operating Year (beginning with the
Operating Year in which the equipment is placed in service) as an Operating
Expense until Landlord has recovered thereby the cost of installation of said
devices or equipment and interest thereon as above provided, even if the result
of such application will result in the amortization of such costs over a period
shorter than the useful life of such installation. Landlord shall notify Tenant
in writing if Landlord elects to apply such savings to the cost of such
equipment and shall include a statement of the amount of such savings in the
Operating Expense Statement for each applicable Operating Year. Operating
Expenses shall thereafter be reduced by the amount of any previous capital
expenditures included therein expensed pursuant to this Subsection 6.1.3.24 when
such amortization has been completed.

6.1.3.25. Notwithstanding the provisions of this Subsection
6.1.3, Landlord shall reasonably calculate and allocate Operating Expenses among
the Office Space, Retail Space, Garage Space and Storage Space, and Tenant's
Share shall be applied only against that portion of the Operating Expenses which
are allocated to the Office Space and not to those portions allocated to the
Retail Space, Garage Space and Storage Space.

6.1.4. Operating Expenses shall be "net" and, for that purpose,
shall be reduced by the amounts of any reimbursement or credit received by
Landlord with respect to an item of cost that is included within Operating
Expenses (other than reimbursements to Landlord by tenants of the Building
pursuant either to operating expense provisions of any lease or separate
contractual arrangements).

6.1.5. In determining Operating Expenses for any Operating Year
during which less than ninety five percent (95%) of the Rentable Area of the
Building shall have been occupied by tenants for more than thirty (30) days
during such year, the actual Operating Expenses for such year shall be increased
to the amount which normally would have been incurred for such Operating Year
had such occupancy of the Building been one hundred percent

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<PAGE> 19

(100%) throughout such Operating Year, as reasonably determined by Landlord. The
operation of this Section 6.1.5 shall not result in Tenant paying any item of
Operating Expenses more than once.

6.1.6. Notwithstanding the provisions of Section 6.1.4, "Operating
Expenses" shall not include expenditures for any of the following:

6.1.6.1. Any capital expenditure (determined in accordance
with generally accepted real estate accounting principles), except as set forth
in Subsections 6.1.3.16, 6.1.3.17 or 6.1.3.22 above.

6.1.6.2. Repairs or other work occasioned by fire, windstorm
or other insured casualty or hazard, in an amount greater than the deductible
under Landlord's policy of casualty insurance.

6.1.6.3. Leasing commissions and advertising expenses
incurred in leasing or procuring new tenants.

6.1.6.4. Repairs or rebuilding necessitated by condemnation
to the extent that Landlord has received condemnation proceeds for such repairs
or rebuilding.

6.1.6.5. Depreciation and amortization of the Building,
other than as permitted pursuant to Subsection 6.1.3.24.

6.1.6.6. Real Estate Taxes.

6.1.6.7. The salaries and benefits of executive officers of
Landlord, if any.

6.1.6.8. Debt service payments on any indebtedness
applicable to the Property, including any mortgage debt, or ground rents payable
under any ground lease for the Property.

6.1.7. "Monthly Operating Expense Estimate" shall have the meaning
specified in Subsection 6.2.1.1 hereof.

6.1.8. "Operating Expense Statement" shall mean a statement
provided by Landlord, setting forth in reasonable detail: (a) the Operating
Expenses for the Operating Year (or portion thereof if less than a full
Operating Year) immediately preceding the Operating Year in which the statement
is issued, reasonably detailed by major categories, (b) the Tenant's Expense
Payment (defined in Section 6.2) for such preceding Operating Year, prorated if
only a part of the Operating Year falls within the term of this Lease, (c) the
amount of payments made by Tenant on account of the Tenant's Expense Payment
during such preceding Operating Year, (d) the amount of payments of the Monthly
Operating Expense Estimate made by Tenant in the

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<PAGE> 20

Operating Year in which the Expense Statement is issued, and (e) the Monthly
Operating Expense Estimate for the Operating Year in which the Operating Expense
Statement is issued.

6.2. Tenant's Expense Payment. During each Operating Year subsequent to
the Base Year, Tenant shall pay to Landlord as Additional Rent hereunder an
amount equal to Tenant's Expense Share of the total dollar increase, if any, in
Operating Expenses for such Expense Year over Operating Expenses for the Base
Year ("Tenant's Expense Payment"). For any portion of an Operating Year less
than a full twelve (12) month period occurring within the Term of this Lease,
Tenant's Expense Payment shall be prorated on a per diem basis.

6.2.1. Such Additional Rent shall be paid (or credited) in the
following manner:

6.2.1.1. Beginning with the Lease Commencement Date and
continuing thereafter on the first day of each month until receipt of the
Operating Expense Statement with respect to the Operating Year during which
Lease Commencement Date occurs, Tenant will pay Landlord an amount set by
Landlord sufficient to pay Landlord's estimate (reasonably based on the actual
Operating Expenses for the preceding Operating Year and Landlord's projections
of any anticipated increases or decreases thereof) of Tenant's Expense Payment
for the current Operating Year (or remaining portion thereof) (the "Monthly
Operating Expense Estimate"). The Monthly Operating Expense Estimate for a
period less than a full calendar month shall be duly prorated.

6.2.1.2. Following the end of each Operating Year, Landlord
shall furnish Tenant an Operating Expense Statement setting forth the
information described in Subsection 6.1.8 above. Within thirty (30) days
following the receipt of such Operating Expense Statement (the "Expense Share
Date") Tenant shall pay to Landlord: (i) the amount by which the Tenant's
Expense Payment for the Operating Year (or portion thereof) covered by the
Operating Expense Statement exceeds the aggregate of Monthly Operating Expense
Estimates paid by Tenant with respect to such Operating Year (or portion
thereof); and (ii) the amount by which the Monthly Operating Expense Estimate
for the current Operating Year as shown on the Operating Expense Statement
multiplied by the number of months elapsed in the current Operating Year
(including the month in which payment is made) exceeds the aggregate amount of
payments of the Monthly Operating Expense Estimate theretofore made in the
Operating Year in which the Operating Expense Statement is issued. Landlord
shall diligently endeavor to furnish Tenant an Operating Expense Statement not
later than one hundred and twenty (120) days following the end of each Operating
Year.

6.2.1.3. On the first day of the first month following
receipt by Tenant of any annual Operating Expense Statement and continuing
thereafter on the first day of each succeeding month until the issuance of the
next ensuing Operating Expense Statement, Tenant shall pay Landlord the amount
of the Monthly Operating Expense Estimate shown on the Operating Expense
Statement.

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<PAGE> 21

6.2.1.4. If on any Expense Share Date Tenant's payments of
the installments of the Monthly Operating Expense Estimate for the preceding or
current year's Operating Expenses are greater than the actual Operating Expenses
for such preceding Operating Year or Monthly Operating Expense Estimate for the
current year, Landlord shall credit Tenant with any excess, which credit may be
offset by Tenant against next due installments of Rent. If the term of the Lease
has expired prior to the Expense Share Date for the applicable Operating Year
and if Tenant's payments of Monthly Operating Expense Estimate either exceed or
are less than Tenant's Expense Payment, Landlord shall send the Operating
Expense Statement to Tenant, and an appropriate payment from Tenant to Landlord
or refund from Landlord to Tenant shall be made on the Expense Share Date. The
provisions of this Subsection 6.2.1.4 shall remain in effect notwithstanding any
termination of this Lease; provided however, that if upon termination of this
Lease Tenant owes Landlord any sums under this Lease (for Rent or otherwise),
Landlord shall have the right to reduce the amount of any refund due Tenant
under this Section 6.2.1.4 against such sums owed by Tenant to Landlord.

6.2.2. Any Operating Expense Statement or other notice from
Landlord pursuant to this Section 6 shall be deemed approved by Tenant as
correct unless, within sixty (60) days after the furnishing thereof, Tenant
shall notify Landlord in writing that it disputes the correctness of the
Operating Expense Statement or other notice, specifying in detail the bases for
such assertion. Notwithstanding any dispute concerning any Operating Expense
Statement or other notice, Tenant shall continue to make payments in accordance
with said Operating Expense Statement or other notice pending the resolution of
such dispute.

7. Improvement of the Premises.

7.1. Construction Documents. Landlord and Tenant hereby approve the four
pages consisting of plans, specifications and certain letters from Donovan
Interior Systems, Inc. and American Building Contractors, Inc. attached hereto
as Exhibit "G" and hereby made a part hereof (collectively, the "Construction
Documents"), which detail the initial improvements to be constructed within the
Premises by Landlord as hereinafter set forth. Neither Landlord's approval of
the Construction Documents, nor Landlord's performance, supervision or
monitoring of the construction of the Tenant Work (defined in Section 7.5
hereof) shall constitute a warranty by Landlord to Tenant of the accuracy of the
design for Tenant's intended use of the Premises.

7.2. Tenant's Construction Representative. Prior to the commencement of
any design documentation, the Tenant, by notice to Landlord in writing, shall
designate a single individual as the "Tenant's Construction Representative," who
Tenant agrees shall be available to meet and consult with Landlord on a
continuing basis at the Premises as Tenant's representative concerning the
matters which are the subject of this Section 7 and who, as between Landlord and
Tenant, shall have the power legally to bind Tenant in giving direction to
Landlord respecting the Construction Documents and the Tenant Work, in giving
approvals of design documents and work, and in making requests and approval for
changes.

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<PAGE> 22

7.3. [Intentionally omitted.]

7.4. Tenant Delays. Each of the following shall constitute a "Tenant
Delay":

7.4.1. [Intentionally omitted.]

7.4.2. Any failure by Tenant to furnish any required notice, plan,
drawing, information, approval or consent within any respective required time
period as set forth in this Section 7 or elsewhere in this Lease or in a written
notice from Landlord at the time requested.

7.4.3. [Intentionally omitted.]

7.4.4. [Intentionally omitted.]

7.4.5. Any changes to the Construction Documents which changes are
made or requested by Tenant, or any changes to the Tenant Work itself, provided
that if Tenant's request for a change to the Tenant Work is specifically
conditioned upon its approval of Landlord's estimate of such delay, Landlord
shall promptly notify Tenant of Landlord's good-faith estimate of the
anticipated delay, and the change shall not be placed into effect until Tenant
shall have approved such estimated delay.

7.4.6. Delays in furnishing materials, services, supplies, labor or
components required by the Tenant.

7.4.7. Delays caused by the performance of or failure to perform
any work or by any activity in the Premises by Tenant or any of its employees,
agents, or contractors.

7.4.8. Delays caused by any fault of Tenant or its agents,
employees or contractors, including its architect and other designers and
consultants.

7.5. Tenant Work Defined. Landlord shall, in a good and workmanlike
manner, cause each Phase of the Premises to be improved and completed at
Tenant's expense (subject to the Construction Allowance as hereinafter provided)
and in accordance with the Construction Documents, which work (including
materials, supplies, components, labor and services therefor) is herein referred
to as the "Tenant Work". Landlord reserves the right, however, (a) to make
substitutions of material or components of equivalent grade and quality when and
if any specified material or component shall not be readily or reasonably
available, and (b) to make changes to the work necessitated by conditions met in
the course of construction, provided that if Landlord believes any change is
material and substantial in nature, then Tenant's approval of such change shall
first be obtained (which approval shall not be unreasonably withheld so long as
there shall be general conformity with Tenant's Construction Documents and shall
be deemed given unless withheld in writing within five (5) days following
Landlord's request therefor).

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<PAGE> 23

7.6. Landlord's Contractor. The Tenant Work is to be performed by
Landlord's contractor, which shall be either Lakash Construction, Inc. or
Donovan Construction, Inc., as selected by Landlord.

7.7. Tenant's Construction Representative's Access, Inspection, and
Approval.

7.7.1. Landlord, upon reasonable notice, shall afford Tenant and
Tenant's Construction Representative or agent(s) access to the Premises, at
reasonable times during the course of construction and at Tenant's sole risk and
expense, for the purposes of inspecting and verifying the performance of any
work completed or in progress, and of taking field measurements. Tenant's
Construction Representative shall visit the Premises at intervals appropriate to
the stage of construction of work, so as to become familiar with the progress,
quantity and quality of such work, and shall inspect and verify the performance
of all work done by Landlord on a continuing basis so that Tenant's Construction
Representative is able to certify the full extent of the work completed.

7.7.2. Tenant's Construction Representative, upon receiving from
Landlord a voucher or such other request for payment by Landlord's contractor
("Application for Payment"), shall visit the Premises to determine that the
progress, quantity and quality of work done by Landlord or on behalf of Landlord
is consistent with the Tenant Construction Documents, and that the amount
invoiced is correct and acceptable.

7.7.3. Tenant's Construction Representative shall approve, sign and
return to Landlord the Application for Payment within five (5) business days of
receipt thereof or advise Landlord within the same five (5) business day period
of any portion of the invoice which is not approved. Tenant's Construction
Representative shall advise Landlord verbally and in writing of any objection to
the performance of such work. Landlord shall promptly undertake and diligently
prosecute the correction of any defective work performed by Landlord of which it
is notified in writing as aforesaid, unless such work is a result of defective
design or incomplete or uncoordinated Tenant Construction Documents. When
Tenant's Construction Representative provides to Landlord the signed Application
for Payment or a modified and signed version thereof, Tenant has agreed that all
work so certified is in conformance with the Tenant's Construction Documents.

7.7.4. As to all Tenant Work within a Phase, performed by or on
behalf of Landlord and not objected to by Tenant in accordance with this Section
7, it shall be conclusively deemed on the Substantial Completion Date for that
Phase that such work was satisfactorily performed in accordance with and meets
the requirements of this Lease; provided, however, that, except as to any item
of work performed by or for Tenant and work performed by or on behalf of
Landlord in accordance with the Tenant's Construction Documents to the extent
such work was defectively designed by Tenant's architect's or engineers (as to
which Landlord shall have no liability in any event), the foregoing presumption
shall not apply: (i) to latent defects in such work which could not reasonably
have been discovered by the Substantial

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<PAGE> 24

Completion Date, provided Tenant notifies Landlord thereof within ninety (90)
days after the Substantial Completion Date, or (ii) to defects discoverable by a
visual inspection or by ordinary use of the Premises for the purpose for which
it is leased herein, provided Tenant notifies Landlord thereof within thirty
(30) days after the Substantial Completion Date. As to any item of Tenant Work
within a Phase remaining to be completed hereunder after the Substantial
Completion Date for that Phase, Landlord shall complete such item within thirty
(30) days after Tenant's notice thereof (except for items which cannot
reasonably be completed within such thirty (30) day period, which items shall be
completed as promptly as practicable using diligent efforts thereafter).

7.8. Payment of Tenant's Share of Landlord's Cost.

7.8.1. As used herein, the term "Landlord's Cost" shall mean the
sum of (i) Landlord's out-of-pocket contract or purchase price(s) for materials,
components, labor, change orders, services, insurance requirements, "general
conditions", permits, and all other costs necessary to complete the Tenant Work,
plus (ii) Landlord's professional, designer, architectural and engineering fees
(if applicable) and costs, including, without limitation, the cost of review,
preparation and revisions to drawings and other plans relating to the Tenant
Work, plus (iii) legal fees incurred in connection with preparation and/or
negotiating any construction contracts therefor, plus (iv) an amount equal to
five percent (5%) of the aggregate of the foregoing costs as compensation to
Landlord for administration and supervision.

7.8.2. Landlord shall allocate the Construction Allowance to each
Phase, in an amount equal to $7.00 per Rentable Square Foot of that Phase, such
allocation to be set forth in the Confirmation Memorandum. Only that portion of
the Construction Allowance so allocated to a given Phase shall be expended by
Landlord for the payment of Landlord's Cost for that Phase and for reimbursement
of Tenant's costs of producing construction documentation as permitted under
Section 7.3.5, above. After such time as the Construction Allowance for a given
Phase shall be exhausted, Tenant shall pay Landlord for Landlord's Cost
respecting that Phase from time to time during the progress of the work, within
ten (10) business days after receipt of each of Landlord's invoices therefor, in
amounts representing (A) Landlord's Cost in excess of the Construction Allowance
for the Tenant Work theretofore performed (including without limitation, for
this purpose, materials or components delivered to the Property to the date of
the invoice), less (B) except as otherwise provided in Section 7.8.4 below (and
excluding the amounts deposited by Tenant under Section 7.8.4 below) the amounts
theretofore paid by Tenant on account of such excess.

7.8.3. Each such payment by Tenant (set forth in Paragraph 7.8.2)
shall be accompanied by a certificate duly executed and sworn to by Tenant's
architect or Tenant's Construction Representative stating that: based on site
inspections and the data comprising the invoice requested for payment by
Landlord, the Tenant Work has progressed to the point indicated and the quality
and condition of the Tenant Work theretofore completed, or in the process of
completion as of the date of such certificate, is in accordance with the
Construction

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<PAGE> 25

Documents and with all construction and other contracts pertaining thereto; and
that Landlord's contractor is entitled to the amount so certified.

7.8.4. Landlord may require that, before Landlord commences any
Tenant Work in a given Phase, Tenant shall pay to Landlord one hundred percent
(100%) of the amount by which Landlord's Cost for that Phase is estimated by
Landlord to exceed the Construction Allowance for that Phase, which amount shall
be applied by Landlord against the cost of the last of the Tenant Work in that
Phase to be paid for by Tenant.

7.8.5. Following payment by Landlord to Landlord's contractor of
the final invoice for all Tenant Work, (i) Landlord shall promptly examine its
records to confirm Landlord's Cost and the amounts therefore paid by Tenant to
Landlord for Tenant Work, and (ii) Landlord shall, following reasonable prior
written request from Tenant, permit Tenant or Tenant's representatives access to
such records for purposes of auditing the Landlord's Costs.

7.8.6. In the event that, upon completion of the Tenant Work within
a given Phase, any portion of the Construction Allowance for that Phase shall
remain unexpended by Landlord, Tenant shall have the right to draw upon such
excess as herein provided. Tenant shall submit to Landlord paid invoices,
canceled checks or other evidence of Tenant's having incurred and paid costs and
expenses relating to Tenant's move into the Phase in question or Tenant's
purchase and installation of furniture, fixtures and equipment (including
related wiring) within such Phase and, until such excess Construction Allowance
is exhausted, Landlord shall reimburse such sums to Tenant therefrom, in each
case within thirty (30) days following Landlord's receipt and approval of
Tenant's request.

7.9. Additional Work.

7.9.1. During construction of the Tenant Work for a given Phase,
upon Tenant's request and submission by Tenant (at Tenant's sole cost and
expense) of the necessary information and/or plans and specifications for work
within that Phase other than the Tenant Work described in the approved
Construction Documents for that Phase ("Additional Work") and the approval by
Landlord of such Additional Work, which approval Landlord agrees shall not be
unreasonably withheld, Landlord shall perform such Additional Work, at Tenant's
sole cost and expense, subject, however, to the following provisions of this
Section 7.9. Prior to commencing any Additional Work requested by Tenant,
Landlord shall submit to Tenant a written statement of the cost of such
Additional Work, and an additional charge payable to Landlord in the amount of
5% of the total Cost of the Work as compensation for Landlord's general
conditions (such fee and additional charge being hereinafter referred to
collectively as "Landlord's Additional Compensation") and, concurrently with
such statement of cost, Landlord shall also submit to Tenant a proposed tenant
extra order (the "TEO") for the Additional Work in the standard form then in use
by Landlord. Tenant shall execute and deliver to Landlord such TEO and shall pay
to Landlord the entire cost of the Additional Work, including Landlord's
Additional Compensation (as reflected in Landlord's statement of such cost),
within five (5) days

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<PAGE> 26

after Landlord's submission of such statement and TEO to Tenant. If Tenant fails
to execute or deliver such TEO or pay the entire cost of such Additional Work
within such 5-day period, then Landlord shall not be obligated to do any of the
Additional Work and may proceed to do only the Tenant Work, as specified in the
approved Construction Documents.

7.9.2. Without limiting the generality of the foregoing, Tenant
acknowledges that Landlord may disapprove Additional Work requested by Tenant
under this Section 7.9 because the work requested: (a) is likely to adversely
affect Building systems, the structure of the Building or the safety of the
Building and/or its occupants; (b) might impair Landlord's ability to furnish
services to Tenant or other tenants in the Building; (c) would increase the cost
of operating the Building; (d) would violate any governmental laws, rules or
ordinances (or interpretations thereof); (e) contains or uses hazardous or toxic
materials or substances; (f) would adversely affect the appearance of the
Building; (g) might adversely affect another tenant's premises; (h) is
prohibited by any ground lease affecting the Building or any mortgage, trust
deed or other instrument encumbering the Building; or (i) is likely to be
substantially delayed because of unavailability or shortage of labor or
materials necessary to perform such work or the difficulties or unusual nature
of such work. The foregoing reasons, however, shall not be the only reasons for
which Landlord may withhold its approval, whether or not such other reasons are
similar or dissimilar to the foregoing. Neither the approval by Landlord of the
Additional Work or any plans, drawings, specifications or other items associated
with the Additional Work, nor Landlord's performance, supervision or monitoring
of the Additional Work, shall constitute any warranty by Landlord to Tenant of
the adequacy of the design for Tenant's intended use of the Premises.

7.10. Tenant's Contractors. During the Term of this Lease, whenever
Tenant makes any alterations and improvements or performs any other work of any
kind within the Premises through the services of any contractor or contractors,
the following conditions shall be fulfilled, and Tenant, by undertaking to have
such work performed by its contractor or contractors, shall be deemed to have
agreed to cause such conditions to be fulfilled:

7.10.1. Prior to commencing any such work, Tenant shall (a) furnish
Landlord with a written description of the proposed work and reasonably detailed
plans and specifications therefor and (b) obtain the approval of Landlord, in
writing, for the specific work it proposes to perform and all such plans and
specifications.

7.10.2. The work shall be performed at Tenant's expense by
responsible contractors and subcontractors approved in advance by Landlord, who
shall not in Landlord's sole opinion, and who in fact do not, prejudice
Landlord's relationship with Landlord's contractors or subcontractors or the
relationship between such contractors and their subcontractors or employees, or
disturb harmonious labor relations. Tenant's contractors and subcontractors
shall comply with all insurance requirements and undertakings set forth in
Exhibit "E" attached hereto, as the same may be changed by written notice from
Landlord to Tenant from time to time during the Term.

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<PAGE> 27

7.10.3. Such contractors shall, prior to the commencement of their
work and not later than ten (10) days after the execution of their respective
contracts, file waivers of mechanic's liens in the appropriate public office,
which waivers shall be effective to preclude the filing of any mechanic's liens
on account of the work to be performed by any of Tenant's contractors,
subcontractors or materialmen.

7.10.4. No such work shall be performed in such manner or at such
times as to interfere with any work being done by any of Landlord's contractors
or subcontractors in the Premises or in or about the Property generally.
Landlord shall, however, endeavor to allow Tenant access for such work at the
earliest time after the Substantial Completion Date, consistent with the
restrictions of this Section 7.10. Tenant's contractors and subcontractors shall
be subject to the decisions of Landlord's contractor as to such matters and as
to avoidance of interference with other tenants of the Building or the work of
other tenants' contractors and subcontractors, but Landlord's contractor shall
not be responsible for any aspect of the work performed by Tenant's contractors
or subcontractors or for the coordination of the work of Landlord's contractors
or others with Tenant's contractors.

7.10.5. Except as otherwise set forth in this Section 7.10, all
such work shall be subject to the requirements and provisions of Sections 10.6,
10.7 and 25 of this Lease.

7.10.6. Tenant and its contractors and subcontractors shall be
solely responsible for the transportation, safekeeping and storage of materials
and equipment used in the performance of their work, for the removal of waste
and debris resulting therefrom, and for any damage caused by them to any
installations or work performed by Landlord's, or any other tenant's,
contractors and subcontractors.

8. Services.

Landlord agrees that in consideration of Tenant's performance of its
obligations under this Lease and so long as Tenant is not in default under this
Lease, Landlord shall provide services after the Rent Commencement Date as
follows:

8.1. HVAC. Heat or air-conditioning to the Premises (depending on the
season) and ventilation (collectively, "HVAC") when required for comfortable
occupancy and use of the Premises, the cost of electricity for which shall be
included in electricity billed to Tenant per Section 8.8.1. The furnishing of
the foregoing heating, air-conditioning and ventilation services in accordance
with the standards hereinabove set forth shall be subject to any statute,
ordinance, rule, regulation, resolution or recommendation for energy
conservation which may be promulgated by any governmental agency or organization
which Landlord shall be required to abide by or in good faith may elect to
observe.

8.2. Elevators. Landlord shall provide self-service passenger elevator
service to the Premises, with one elevator subject to call at all times.
Landlord shall also provide freight

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<PAGE> 28

elevator service, subject to such reasonable rules and regulations as to
availability and use as Landlord may hereafter promulgate from time to time.

8.3. Access. Tenant and its employees shall have access to the Premises
subject to compliance with such security measures as shall from time to time be
in effect for the Building.

8.4. Janitorial. Landlord shall provide janitorial services to the
Premises consistent with those set forth in the Cleaning Specifications attached
hereto as Exhibit D. Any and all additional or specialized janitorial services
desired by Tenant shall be contracted for by Tenant directly with Landlord's
independent janitorial contractor and the cost and payment thereof shall be the
sole responsibility of Tenant.

8.5. Landlord Repairs. Landlord shall make all necessary structural
repairs to the Building, all repairs which Landlord shall determine may be
needed to the mechanical, HVAC, electrical and plumbing systems in and servicing
the Premises and all repairs to exterior windows. In the event that any such
repair is required by reason of the negligence or abuse of Tenant or its agents,
employees, invitees or of any other person using the Premises with Tenant's
consent, express or implied, Landlord may make the repair and charge Tenant for
the costs thereof plus interest thereon at the Lease Interest Rate (as herein
defined) computed from the date such costs are incurred by Landlord until paid,
which costs and interest shall be due and payable following completion of the
repairs with the next installment of Minimum Rent thereafter due. Any repairs to
any non-building standard fixtures or other improvements installed or made by or
at the request of Tenant requiring maintenance or repairs of a type or nature
not customarily provided by Landlord to office tenants of the Building, and
necessary replacements of non-building standard fixtures or improvements, shall
be made by Landlord at Tenant's expense or, at Landlord's election, by
contractors engaged by Tenant and approved by Landlord, at Tenant's expense.

8.6. Water. Landlord shall provide water in reasonable quantities
consistent in Landlord's judgment with customary office usage for drinking,
lavatory and toilet purposes to be drawn from the bathrooms or other approved
fixtures within the Premises.

8.7. Public Areas. Landlord shall keep and maintain the public areas and
facilities of the Building reasonably clean and in good working order, and the
sidewalks adjoining the Building in reasonably good repair and, during Business
Hours, free from accumulations of snow and ice.

8.8. Electricity.

8.8.1. Landlord shall furnish, at Tenant's cost and expense, the
Premises with electric current for lighting and normal office use, and shall
replace light bulbs and tubes when required. The cost of replacement light
bulbs, tubes, lamps, and ballasts, plus the labor

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cost for such replacement, shall be paid by Tenant as Additional Rent. Tenant's
use of electric energy in the Premises shall not at any time exceed the safe
capacity of any of the electric conductors and equipment in or otherwise serving
the Premises. Tenant shall not, without Landlord's prior written consent in each
instance, connect to the Building's electric distribution system any fixtures,
appliances, equipment or machinery other than lamps, typewriters, desktop
computers, xerox machines, and similar small office machines nor make any
alterations or additions to the electric system of the Premises. Should Landlord
grant such consent, all additional lines, risers or other equipment required
therefor shall be provided by Landlord at Tenant's cost and expense. Landlord
may condition such consent upon the payment by Tenant of additional rent as
compensation for the additional consumption of electricity occasioned by the
operation of said equipment or machinery. Tenant agrees that its consumption of
electric energy in the Premises may at Landlord's election be submetered by
Landlord at Tenant's expense or, if no submeter shall be installed, then
Landlord shall reasonably calculate Tenant's consumption of electricity and
charge Tenant therefor. Tenant shall pay to Landlord the cost of all electrical
consumption billed by Landlord to Tenant hereunder (computed on the basis of the
average rate paid by Landlord to the utility company, including all surcharges,
taxes, fuel adjustments, transfer charges or similar charges paid by Landlord to
such utility) within ten (10) days after receipt of Landlord's bill, as
additional rent. Tenant agrees that if, in the future, it is required by the
Pennsylvania Public Utility Commission or by a Federal or state law or by
applicable tariff as a necessary condition to the supply of electric energy to
the Premises or any part thereof, to become the direct customer of the
applicable utility, Tenant will do so.

8.8.2. Landlord has advised Tenant that Philadelphia Electric
Company (the "Current Service Provider") is the utility company selected by
Landlord to provide electric service for the Building. Notwithstanding the
foregoing, if permitted bylaw, the Landlord shall have the right at any time
from time to time during the Term to either contract for service from a
different company or companies providing electricity service (each an "Alternate
Service Provider") or continue to contract for service from the Current Service
Provider. Tenant shall cooperate with Landlord, the Current Service Provider and
any Alternate Service Provider reasonable access to the Building's electric
lines, feeders, risers, wiring and any other machinery within the Premises.

8.9. Directory. Landlord shall maintain an electronic directory of
office tenants in the lobby area of the Building, on which shall be listed the
name of Tenant. Landlord will not impose a charge for preparing and installing
Tenant's initial listings on the lobby directory.

9. Limitation Regarding Services.

Landlord reserves the right, without any liability to Tenant and without
being in breach of any covenant of this Lease, to interrupt or suspend service
of any of the heating, ventilating, air-conditioning, electric, sanitary,
elevator or other Building systems serving the Premises, or the rendering of any
of the other services required of Landlord under this Lease,

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whenever and for so long as may be necessary by reason of accidents,
emergencies, strikes or the making of repairs or changes which Landlord is
required by this Lease, by law, or in good faith deems advisable to make or by
reason of difficulty in securing proper supplies of fuel, steam, water,
electricity, labor or supplies, or by reason of any cause beyond Landlord's
reasonable control, including, without limitation, (i) mechanical failure, (ii)
governmental restrictions on the use of materials or the use of any of the
Building's systems and (iii) any change, failure, interference, disruption or
defect in the supply or character of the electric energy furnished to the
Premises by the Current Service Provider or any alternate Service Provider. In
each instance, however, Landlord shall exercise reasonable diligence to
eliminate the cause of the interruption and to effect restoration of service.
Tenant shall not be entitled to any diminution or abatement of rent or other
compensation, or to assert that a constructive eviction has occurred, and this
Lease and all of the obligations of Tenant hereunder shall not be affected or
reduced nor shall Landlord be liable to Tenant in any way, by reason of the
interruption, stoppage or suspension of any of the Building's systems or
services arising out of any of the causes set forth in this Section.
Notwithstanding anything to the contrary hereinabove set forth, if any failure
to provide any service or utility required of Landlord under this Lease shall
continue for more than five (5) consecutive Business Days, and provided (i) such
failure was not caused by the negligence or willful misconduct of Tenant or
Tenant's employees, subtenants or contractors, and (ii) such failure renders all
or any material portion of the Premises untenantable (as evidenced by Tenant's
inability to conduct its business therein), then as Tenant's sole and exclusive
remedy for such failure, payments of Minimum Rent and payments on account of
Tenant's Tax Share of Real Estate Taxes and Tenant's Expense Share of Operating
Expenses shall be abated on a per diem basis, in proportion to the portion of
the Premises (if less than all) so rendered untenantable, commencing on the
sixth (6th) business day of such interruption and continuing thereafter for the
duration of such untenantability.

10. Care of Premises.

Tenant agrees that it shall comply with the following requirements:

10.1. Notice of Damage or Accident. Tenant shall give Landlord prompt
written notice of any accident in the Premises and of any breakage, defect or
failure in any of the systems or equipment serving the Premises.

10.2. Access to Landlord. Tenant shall give Landlord access to the
Premises at all reasonable times, without charge or diminution of rent and upon
reasonable prior notice (except that no prior notice shall be required in an
emergency), to enable Landlord:

10.2.1. to examine the same and to take any and all measures
(including inspections, repairs, additions and alterations and improvements to
the Premises or the Property as Landlord may deem necessary or advisable for the
preservation of the integrity, safety and good order of the Property or any part
thereof, or of Landlord's interests, or as may be necessary

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or desirable in the operation or improvement of the Property or in order to
comply with laws, orders and requirements of governmental or other authorities;
and

10.2.2. to show the Premises to prospective mortgagees, assignees
and purchasers and to others having a legitimate interest therein (and to
prospective tenants of the Premises as well during the one (1) year period prior
to expiration of the Term hereof).

10.3. Condition. Tenant at its sole cost and expense shall maintain the
Premises and all fixtures and appurtenances thereto including, but not limited
to, ceilings, partitions, doors, lighting fixtures, switches, floor coverings,
and tenant improvements in good order, condition and repair during the term of
this Lease, except that the Landlord, at Landlord's expense (unless caused by
the fault or negligence of Tenant, its contractors, agents or employees, in
which event at Tenant's expense) shall keep in repair those items specified in
Section 8.5 hereof. All repairs, replacements and alterations made by Tenant
shall be at least sufficient to maintain the Premises in as good condition and
repair as was the Premises at the beginning of the term, reasonable wear and
tear excepted, subject only to Landlord's obligations under Section 8.5. Tenant
shall not overload the Premises or any of its systems, or damage or deface the
Premises nor commit any waste thereon. In addition, Tenant shall also at all
times (subject to Section 8.4 hereof) remove all dirt, rubbish, waste, and
refuse from the Premises.

10.4. Surrender. Upon the termination of this Lease for any cause
whatsoever, Tenant shall remove Tenant's goods and effects and those of any
other person claiming under Tenant, and quit and deliver up the Premises to
Landlord peaceably and quietly in as good order and condition as at the
inception of the term of this Lease (or in such condition as the same hereafter
may be improved by Landlord or Tenant), reasonable wear and tear, damage by fire
or other casualty and repairs which are Landlord's obligation excepted. Goods
and effects not removed by Tenant at the termination of this Lease shall be
considered abandoned and Landlord may, upon five (5) days notice to Tenant,
dispose of and/or store the same as it deems expedient, the cost thereof to be
charged to Tenant and payable upon demand. This Subsection 10.4 shall survive
termination of this Lease.

10.5. Rules and Regulations. Tenant shall observe the rules and
regulations attached hereto as "Exhibit C" and all additions thereto and
modifications thereof as may be promulgated by Landlord from time to time by
written notice to Tenant and which, in Landlord's reasonable judgment, are
desirable for the general safety, comfort and convenience of occupants and
tenants of the Building. All rules and regulations shall be deemed a part of
this Lease, as conditions, with the same effect as though written herein, and
Tenant covenants that they shall be faithfully observed by Tenant, Tenant's
employees, and all those visiting the Premises or claiming under Tenant.
Landlord shall not be responsible for the failure of any other tenant or
occupant of the Building to observe any of said rules and regulations.

10.6. Compliance with Law. Tenant agrees at all times to comply promptly
and fully at Tenant's sole cost and expense with all laws, ordinances,
regulations and other

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requirements whatsoever, including without limitation environmental laws, of any
and all Federal, Commonwealth or local authorities or of the Board of Fire
Underwriters or any insurance organizations, associations or companies, which
impose obligations upon Tenant or Landlord with respect to the Premises or
Tenant's use or occupancy thereof (collectively the "Laws"), solely to the
extent that compliance is necessitated due to (i) Tenant's specific use,
occupancy or alteration of the Premises or any portion thereof, or (ii) any act
or omission of Tenant or any employees, agents, contractors, licensees or
invitees of Tenant. Notwithstanding the foregoing, to the extent that Tenant's
compliance with Laws pursuant to the preceding sentence will entail construction
of any addition to or any material modification of any Building systems, or
will, in Landlord's reasonable estimation, materially impact Building structural
elements, Landlord may undertake such compliance on Tenant's behalf, in which
event Tenant shall reimburse to Landlord all of Landlord's out-of-pocket costs
and expenses so incurred within fifteen (15) days after billing as additional
rent. Tenant also agrees that it shall not knowingly do or commit, or suffer to
be done or committed anywhere in or on the Property, any act or thing contrary
to any of the Laws. Without limiting the foregoing, Tenant agrees that the Laws
include the federal Americans with Disabilities Act ("ADA") and that Tenant's
responsibilities hereunder include the duty to ensure that the Premises, and all
facilities and improvements therein, (a) will not constitute a "place of public
accommodation" as defined under the ADA and related regulations, and (b) comply
with the requirements of the ADA and, (c) only if the Premises comprise any full
floor of the Building, that all facilities on such floor of the Building,
whether or not technically within the Premises (such as, but not limited to,
restrooms and elevator lobbies) comply with the ADA. Tenant agrees to indemnify
Landlord and hold Landlord and Landlord's agents, officers, partners, directors
and employees harmless of and from all costs and expenses incurred by Landlord
or any of them as a consequence of any and all claims made against Landlord or
any of them resulting from or arising out of any default by Tenant in the
performance of the obligations contained in this Subsection 10.6.

10.7. Alterations; Additions.

10.7.1. For each and every alteration, addition or improvement
Tenant wishes to make, Tenant shall first (i) submit to Landlord a detailed
description thereof, and (ii) obtain Landlord's written approval thereof.

10.7.2. Provided that the proposed alteration, addition or
improvement does not in Landlord's judgment involve any material modification to
the Property's exterior or its external appearance, or its structural,
mechanical, HVAC, electrical, or plumbing systems or components, such approval
shall not be unreasonably withheld or delayed, but may be conditioned upon
compliance with reasonable requirements of Landlord.

10.7.3. Landlord may withhold its approval in its absolute and
sole discretion with respect to each such alteration, addition or improvement
which Landlord determines involves any modification to the Property's exterior
or its external appearance, or its structural, electrical, mechanical, HVAC or
plumbing systems or any components thereof.

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10.7.4. Tenant shall not permit any financing statement or
statements to be filed with respect to any of the Tenant Work or any
alterations, additions or improvements made by Tenant. All fixtures attached to
the Premises (other than Tenant's trade and business fixtures and equipment)
shall, unless Landlord gives Tenant notice to remove them, remain at the
Premises at the expiration or sooner termination of this Lease and become the
property of Landlord without payment therefor or, at Landlord's option, after
notice to Tenant, any or all of the foregoing which may be designated by
Landlord in such removal notice shall be removed at the sole cost of Tenant
before such expiration or sooner termination and in such event, Tenant shall
repair all damage to the Premises caused by the installation or removal thereof,
and shall restore the Premises to its original improved condition (ordinary wear
and tear excepted), on or before the expiration or termination of this Lease.
Should Tenant fail to remove the same or restore the Premises, Landlord may
cause same to be removed and/or the Premises to be restored at Tenant's expense,
and Tenant hereby agrees to pay Landlord the actual cost of such removal and/or
restoration, together with any and all damages which Landlord may suffer and
sustain by reason of the failure of Tenant to remove the same and/or restore the
Premises as herein provided.

10.7.5. All such alterations, additions or improvements shall be
performed at Tenant's cost (including, without limitation, the costs of permits
therefor) by Landlord or one or more contractors reasonably approved by Landlord
and Tenant, and shall be subject to all applicable requirements of Section 7
hereof.

10.7.6. Tenant shall not place, or cause or allow to be placed,
any sign, advertising matter, lettering, stand, booth, showcase or other article
or matter in or upon the Premises and/or the Property, without the prior written
consent of Landlord which may be withheld in its sole discretion, excepting only
such signs and the like which are located exclusively within the Premises and
are not visible in or extend into any common area or elevator lobby of the
Building.

11. Negative Covenants of Tenant.

11.1. System Changes. Supplementing the provisions of Sections 7 and 8.1
above, Tenant shall not install any equipment of any kind or nature whatsoever
which would or could, in Landlord's judgment, necessitate any change,
replacement or addition to (or which might cause damage to) the plumbing,
heating, air-conditioning or electrical systems serving the Premises or any
other portion of the Building without the prior written consent of Landlord. In
the event such consent is granted, all costs in connection with such changes,
replacements or additions shall be paid for by Tenant in advance.

11.2. Sales. Without the prior written consent of Landlord, Tenant shall
not exhibit, sell or offer for sale (or permit the exhibition, sale or offering
for sale) in the Premises, or at the Property, any article or thing except those
articles and things connected with the Permitted Use of the Premises by Tenant.

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11.3. Prohibited Uses. Tenant will not make or permit to be made any use
of the Premises or any part thereof which would violate any of the covenants,
agreements, terms, provisions and conditions of this Lease or which directly or
indirectly is forbidden by public law, ordinance or governmental regulation or
which may be dangerous to life, limb or property or which may invalidate or
increase the premium cost of any policy of insurance carried on the Property or
covering its operation or which will suffer or permit the Premises or any part
thereof to be used in any manner or which would permit anything to be brought
into or kept therein which, in the judgment of Landlord, would in any way impair
or tend to impair the character, reputation or appearance of the Building as a
high quality office building or which would impair or interfere with or tend to
impair or interfere with any of the services performed by Landlord for the
Building or which could threaten the safety of the Building or any of its
occupants.

11.4. Signs. Tenant shall not display, inscribe, print, paint, maintain
or affix on any place in or about the Premises or the Property any sign, notice,
legend, direction, figure or advertisement, except on the doors of the Premises
and on the directory board of the Building and then only such name(s) and
matter, and in such color, size, style, place and materials, as shall first have
been approved in writing by Landlord. The listing by Landlord of any name other
than that of Tenant, whether on the doors of the Premises, on the directory
board of the Building or otherwise, shall not operate to vest any right or
interest in this Lease or in the Premises or be deemed to be the written consent
of Landlord mentioned in Section 12 hereof, it being expressly understood that
any such listing is a privilege extended by Landlord and revocable at will by
written notice to Tenant.

11.5. Advertising. Without Landlord's prior written consent in each
instance, Tenant shall not: (1) advertise the business, profession or activities
of Tenant conducted at the Premises in any manner which violates the letter or
spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities; or (2) use
the name of the Building for any purpose other than that of the business address
of Tenant; or (3) use any picture or likeness of the Building in any circulars,
notices, advertisements or correspondence.

11.6. Locks. Locks or similar devices may only be attached to or removed
from any door or window in the Premises with Landlord's prior written consent
and in compliance with the terms of Section 21.4 below.

11.7. Compatible Labor. Tenant shall not contract for any work or
service which might involve the employment of labor incompatible with the
employees of the Building or with employees of contractors doing work or
performing services by or on behalf of the Landlord.

11.8. Hazardous Substances.

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11.8.1. Tenant's Warranty. Tenant represents, warrants and
covenants that (1) the Premises will not be used for any dangerous, noxious or
offensive trade or business and that it will not cause or maintain a nuisance
there, (2) it will not bring, generate, treat, store or dispose of Hazardous
Substances (as hereinafter defined) at the Premises, (3) it shall at all times
comply with all Environmental Laws (as hereinafter defined) and shall cause the
Premises to comply, and (4) Tenant will keep the Premises free of any lien
imposed pursuant to any Environmental Laws by reason of Tenant's breach of any
of the foregoing warranties and covenants. "Premises" for purposes of this
Section shall include the Building and the Property including parking areas.

11.8.2. Reporting Requirements. Tenant warrants that it will
promptly deliver to the Landlord, (i) copies of any documents received from the
United States Environmental Protection Agency and/or any state, county or
municipal environmental or health agency concerning the Tenant's operations upon
the Premises, (ii) copies of any documents submitted by the Tenant to the United
States Environmental Protection Agency and/or any state, county or municipal
environmental or health agency concerning its operations on the Premises,
including but not limited to copies of permits, licenses, annual filings and
registration forms, and (iii) upon the request of Landlord, Tenant shall provide
Landlord with evidence of compliance with Environmental Laws.

11.8.3. Termination, Cancellation, Surrender. At the expiration or
earlier termination of this Lease, Tenant shall surrender the Premises to
Landlord free of any and all Environmental Defaults (defined below).

11.8.4. Environmental Defaults. In the event of (1) a violation by
Tenant or its employees, agents or contractors of an Environmental Law, (2) a
release, spill or discharge of a Hazardous Substance on or from the Premises by
Tenant or its employees, agents or contractors, or (3) the discovery of an
environmental condition requiring response which violation, release, or
condition is attributable to the acts or omissions of Tenant, its agents,
employees, representatives, invitees, licensees, subtenants, customers, or
contractors, (4) an emergency environmental condition caused by or attributable
to Tenant or its employees, agents or contractors, or (5) any breach by Tenant
of its representation and warranty contained in Section 11.8.1 above (together
"Environmental Defaults"), Landlord shall have the right, but not the
obligation, to immediately enter the Premises, to supervise and approve any
actions taken by Tenant to address the violation, release, or environmental
condition, or if the Landlord deems it necessary, then Landlord may perform, at
Tenant's expense, any lawful actions necessary to address the violation,
release, or environmental condition.

11.8.5. Tenant's Indemnification. Tenant shall indemnify, defend
(with counsel approved by Landlord) and hold Landlord and Landlord's affiliates,
shareholders, directors, officers, employees and agents harmless from and
against any and all claims, judgments, damages (including consequential
damages), penalties, fines, liabilities, losses, suits, administrative
proceedings, costs and expense of any kind or nature, known or unknown,

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contingent or otherwise, which arise at any time during or after the Term
(including, but not limited to, attorneys', consultant, laboratory and expert
fees and including without limitation, diminution in the value of the Building
or Property, damages for the loss or restriction on use of rentable space or of
any amenity of the Building or Project and damages arising from any adverse
impact on marketing of space in the Building), arising from or related to the
occurrence of one or more Environmental Defaults during the Term.

11.8.6. Indemnification.

Tenant shall indemnify, defend (with counsel approved by Landlord)
and hold Landlord and Landlord's affiliates, shareholders, directors, officers,
employees and agents harmless from and against any and all claims, judgments,
damages (including consequential damages), penalties, fines, liabilities,
losses, suits, administrative proceedings, costs and expenses of any kind or
nature, known or unknown, contingent or otherwise, whether incurred during or
after the Term of this Lease (including, but not limited to, attorneys',
consultant, laboratory and expert fees and including without limitation,
diminution in the value of the Building or Property, damages for the loss or
restriction on use of rentable or usable space or of any amenity of the Building
and damages arising from any adverse impact on marketing of space in the
Building), which arise out of or are in any way related to the occurrence of any
Environmental Default.

11.8.7. Definitions.

(a) "Hazardous Substances" means, (i) asbestos and any
asbestos containing material and any substance that is then defined or listed
in, or otherwise classified pursuant to, any Environmental Laws or any
applicable laws or regulations as a "hazardous substance", "Hazardous Material",
"hazardous waste," "infectious waste", "toxic substance", "toxic pollutant" or
any other formulation intended to define, list, or classify substances by reason
of deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, or Toxicity Characteristic
Leaching Procedure (TCLP) toxicity, (ii) any petroleum and drilling fluids,
produced waters, and other wastes associated with the exploration, development
or production of crude oil, natural gas, or geothermal resources and (iii)
petroleum products, polychlorinated biphenyls, urea formaldehyde, radon gas,
radioactive material (including any source, special nuclear, or by-product
material), and medical waste.

(b) "Environmental Laws" collectively means and includes
all present and future laws and any amendments thereto (whether common law,
statute, rule, order, regulation or otherwise), permits, and other requirements
or guidelines of governmental authorities applicable to the Premises and
relating to the environment and environmental conditions or to any Hazardous
Substance (including, without limitation, CERCLA, 42 U.S.C Section 601, et seq,
the Resource Conservation and Recovery Act of 1976, 42 U.S.C Section 901, et
seq, the Hazardous Materials Transportation Act, 49 U.S.C. Section 801, et seq,
the Federal Water Pollution

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Control Act, 33 U.S.C. Section 51, et seq, the Clean Air Act, 33 U.S.C. Section
401, et seq, the Clean Air Act, 42 U.S.C. Section 41, et seq, the Toxic
Substances Control Act, 15 U.S.C. Section 601-2629, the Safe Drinking Water Act,
42 U.S.C. Section 00f-300j, the Emergency Planning and Community Right-to-Know
Act, 42 U.S.C. Section 101, et seq, and any so-called "Super Fund" or "Super
Lien" law, any law requiring the filing of reports and notices relating to
hazardous substances, environmental laws administered by the Environmental
Protection Agency, and any similar state and local laws and regulations, all
amendments thereto and all regulations, orders, decisions, and decrees now or
hereafter promulgated thereunder concerning the environment, industrial hygiene
or public health or safety).

11.8.8. Landlord's Warranty. Landlord represents and warrants to
Tenant that during the Term Landlord will not bring, generate, treat, store or
dispose of Hazardous Substances at the Property in quantities or concentrations
requiring remediation under applicable Environmental Laws, and shall at all
times comply in all material respects with all applicable Environmental Laws.
Notwithstanding the foregoing, Tenant acknowledges that Landlord will, from time
to time, keep upon the Property certain products and materials used in the
normal operation of the Property which would technically constitute a violation
of the foregoing representation and warranty, and Tenant agrees that, with
regard to such products and materials, Landlord shall not be deemed to have
breached the foregoing representation or warranty so long as such products and
materials are (a) used at all times for the purpose for which and in the manner
in which they are intended to be used by their respective manufacturers, (b) not
kept upon the Property in any greater quantities than reasonably necessary for
the normal operation of the Property and (c) used and disposed of by Landlord
and Landlord's employees, contractors and agents in a lawful manner.

11.8.9. Landlord's Indemnification. Landlord shall indemnify,
defend (with counsel approved by Tenant) and hold Tenant and Tenant's
affiliates, constituent partners, employees and agents harmless of, from and
against any and all claims, judgments, damages, penalties, fines, liabilities,
lawsuits, administrative proceedings, costs and expenses of any kind or nature,
known or unknown, contingent or otherwise (including, but not limited to,
attorneys', consultants', laboratory and expert fees and including without
limitation damages for the loss or restriction on use of any portion of the
Premises or of any amenity of the Building), arising from or related to any
breach by Landlord of its representations, warranties and obligations contained
in Section 11.8.8, above.

11.8.10. Survival. The provisions of this Section 11.8 shall
survive any termination of this Lease or the Term.

11.9.Floor Load. Tenant shall not place or permit to be placed upon any
floor of the Premises any item of any nature the weight of which shall exceed
such floor's rated floor load limit of sixty (60) pounds per square foot live
load (including partitions) unless additional floor loads are approved in
writing by Landlord in advance.

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12. Subletting and Assigning.

12.1. General Restriction.

12.1.1. Tenant shall not assign this Lease or sublet all or any
portion or portions of the Premises without first obtaining Landlord's prior
written consent thereto. Such consent, if given, will not release Tenant from
its obligations hereunder and will not be deemed a consent to any further
subletting or assignment. Tenant shall not convey, pledge, mortgage, encumber or
otherwise transfer (collectively "Pledge") (whether voluntarily or otherwise)
this Lease or any interest in or under it. For purposes of this Section, an
assignment shall include any direct or indirect transfer of a controlling
interest in Tenant. Any attempt by Tenant to assign or Pledge this Lease or
sublet the Premises in contravention of the terms of this Lease shall constitute
an Event of Default hereunder.

12.1.2. Notwithstanding the foregoing:

(i) no prior approval of the Landlord shall be required
for the subletting of all or a portion of the Premises or assignment of this
Lease to any corporation or other entity which is a parent or wholly-owned
subsidiary of, or under common control with, the Tenant (a "Related Party"),
except that (a) no subletting or assignment to a Related Party shall be made
unless the Tenant shall have provided to the Landlord such information as the
Landlord shall reasonably require such as, but not limited to, satisfactory
evidence as to the relationship as parent, affiliate or subsidiary of the
proposed subtenant or assignee, and evidence as to its legal existence and
corporate (or other) authority to enter into the sublease or assignment and (b)
if a Related Party to which all or a portion of the Premises has been sublet or
to which this Lease has been assigned without Landlord's prior approval shall
thereafter cease to be a Related Party, Tenant shall immediately give Landlord
written notice of such fact, and Landlord shall have the right and option in its
sole discretion to declare the sublease or assignment pursuant to which such
former Related Party occupies the Premises or any portion thereof to be null and
void and to require such entity to vacate the Premises within thirty (30) days
following written notice from Landlord; and

(ii) the foregoing prohibition shall not apply to any
assignment of the Lease which would occur as a result of a merger, consolidation
or reorganization of the Tenant's corporate structure, provided the Tenant shall
have first provided to the Landlord such information as the Landlord may
reasonably require relating to the merger, consolidation or reorganization, such
as, but not limited to, satisfactory evidence of the relationship as a result of
any merger, consolidation or reorganization of the proposed assignee, evidence
as to its legal existence and its corporate authority to enter into the
assignment.

12.2. Landlord's Costs; Forms. Tenant shall reimburse Landlord for
Landlord's reasonable expenses, including attorneys' fees, in reviewing and
approving (or disapproving) any documents relating to any proposed Pledge,
sublease or assignment. All forms of consents and

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agreements relating to or effecting any sublease or assignment shall be supplied
or approved (as Landlord shall elect) by counsel to Landlord.

12.3. Rent Collection. If this Lease is assigned or if the Premises or
any part thereof is sublet or occupied by a person or entity other than Tenant,
Landlord may, after default by Tenant, collect Rent from the assignee, subtenant
or occupant and apply the net amount collected to the Rent herein reserved, but
no such assignment, subletting, occupancy or collection shall be deemed a waiver
of any of Tenant's covenants contained in this Lease or the acceptance by
Landlord of the assignee, subtenant or occupant as Tenant, or a release of
Tenant from further performance by Tenant of the covenants of Tenant herein
contained.

12.4. Sublet Notice. Notwithstanding anything contained in this Lease to
the contrary, if at any time during the term of this Lease Tenant desires to
sublet or assign all or part of the Premises, Tenant shall advise Landlord in
writing (such notice being hereinafter referred to as a "Sublet Notice") of the
identity of the proposed assignee or subtenant and its business and of the terms
of the proposed subletting or assignment and the area proposed to be sublet.
Tenant shall also transmit therewith the most recent financial statement or
other evidence of financial responsibility of such assignee or subtenant and a
certification executed by Tenant stating whether or not any premium or other
consideration is being paid for the proposed sublease or assignment.

12.5. Receipt of Sublet Notice. Upon receipt of a Sublet Notice Landlord
shall have the right to: (1) approve or withhold approval of the proposed
sublease or assignment in its sole discretion; or (2) sublet from Tenant such
space (hereinafter referred to as the "Sublet Space") as Tenant proposed to
lease to the proposed subtenant; or (3) terminate this Lease with respect to the
Sublet Space on the date set forth in Landlord's notice as set forth in Section
12.6 below.

12.6. Option to Approve or Reject Sublease. The option to approve or
reject any proposed sublease or assignment as specified in Section 12.5 above
shall be exercisable by Landlord sending Tenant a written notice specifying the
exercise of any such right within thirty (30) business days after receipt of a
Sublet Notice from Tenant.

12.6.1. If Landlord exercises its option to sublease the Sublet
Space, the term of the subletting from Tenant to Landlord for the Sublet Space
shall be the term set forth in the Sublet Notice and Landlord shall pay the same
Minimum Rent and Additional Rent as Tenant is required to pay to Landlord under
this Lease for the same space and shall be upon such other terms and conditions
as are contained in this Lease to the extent applicable. If the Sublet Space
does not constitute the entire Premises, the Minimum Rent for the Sublet Space
and sublessee's share of Operating Expenses and Real Estate Taxes under the
sublease shall equal the product derived by multiplying the Minimum Rent and
Tenant's Expense Share and Tenant's Tax Share (calculated as provided in this
Lease) by the fraction, the numerator of which is the Rentable Area of the
Sublet Space and the denominator of which is the Rentable Area of the

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Premises. Landlord and Tenant shall enter into a sublease of the Sublet Space on
such terms. The cost of any construction required to permit the operation of the
Sublet Space as a premises separate from the balance of the Premises shall be
paid by Tenant to Landlord upon demand as Additional Rent.

12.6.2. If the Sublet Space does not constitute the entire Premises
and Landlord exercises its option to terminate this Lease with respect to the
Sublet Space, then as to that portion of the Premises which is not part of the
Sublet Space, this Lease shall remain in full force and effect except that the
Minimum Rent, Tenant's Tax Share and Tenant's Expense Share shall be reduced by
the amount each bears to the fraction, the numerator of which shall be the
Rentable Area of the Sublet Space and the denominator of which shall be the
Rentable Area of the Premises.

12.6.3. If Landlord elects to terminate this Lease, the Lease shall
terminate on a date set forth in Landlord's notice to Tenant described above in
this Section 12.6, provided such date shall not be less than thirty (30) days
after the date Landlord delivers such notice to Tenant.

12.6.4. If Landlord withholds approval to the proposed subletting
or assignment, this Lease shall remain in full force and effect.

12.6.5. In the event Landlord does not exercise any of its rights
specified in this Section 12.6, Landlord shall be deemed to have withheld
approval of the sublease or assignment. Upon Landlord's failure to exercise any
of its rights in writing, Tenant may again request Landlord's approval which
approval shall be deemed given unless Landlord responds to the contrary within
ten (10) days of Tenant's second request. If Tenant completes a sublease or
assignment with a third party following Landlord's disapproval or deemed
disapproval thereof, such sublease or assignment shall be null and void.

12.7. Premium for Sublease. As a condition to Landlord's consent to any
subletting, assignment or other transfer referred to in this Section 12, if the
sublease, assignment or other transfer provides that the subtenant, assignee or
other transferee thereunder is to pay any amount in excess of the sum of the
Rent and other charges due under this Lease, plus Tenant's expenses on account
of such assignment or sublease (which shall be limited to reasonable advertising
costs, brokerage commissions, allowances or free rent provided to the assignee
or subtenant, and legal fees, and which expenses, for purposes of hereof, shall
be amortized on a straight-line basis, without interest, over the term of the
subletting, assignment or other transfer) (such excess being herein referred to
as "Profit"), whether such Profit be in the form of an increased monthly or
annual rental, a lump sum payment, or any other form (and if sublet space does
not constitute the entire Premises, the existence of such Profit shall be
determined on a pro rata basis), one half ( 1/2) of the Profit shall be payable
to Landlord immediately upon Tenant's receipt thereof as Additional Rent, and
Tenant shall retain the other half.

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12.8. Liability of Assignee. Each assignee hereunder shall assume and be
deemed to have assumed this Lease and shall be and remain liable jointly and
severally with Tenant for all payments and for the due performance of all terms,
covenants, conditions and provisions herein contained on Tenant's part to be
observed and performed. No assignment shall be binding upon Landlord unless the
assignee shall deliver to Landlord an instrument in recordable form containing a
covenant of assumption by the assignee. The failure or refusal of assignee to
execute the same shall not release an assignee from its liability as set forth
herein.

12.9. Rental Basis. All the foregoing notwithstanding, Tenant shall not
enter into any lease, sublease, license, concession or other agreement for the
use, occupancy or utilization of the Premises or any portion thereof which
provides for a rental or other payment for such use, occupancy or utilization
based in whole or in part on the income or profits derived by any person from
the property leased, used, occupied or utilized (other than an amount based on a
fixed percentage or percentages of receipts or sales). Any such purported lease,
sublease, license, concession or other agreement shall be absolutely void and
ineffective as a conveyance of any right or interest in the possession, use or
occupancy of any part of the Premises.

12.10. Future Compliance. Any consent by Landlord hereunder shall not
constitute a waiver of strict future compliance by Tenant of the provisions of
this Section 12 or a release of Tenant from the full performance by Tenant of
any of the terms, covenants, provisions, or conditions in this Lease contained.

13. Fire or Other Casualty.

13.1. Subject to the rights of termination set forth below, in the event
of damage to the Premises by fire or other casualty not caused by the gross
negligence or willful misconduct of Tenant, Landlord shall at its expense cause
the damage to the Premises, exclusive of the Tenant Work and other improvements
made by or for Tenant or any prior tenant, to be repaired to a condition as
nearly as practicable to that which existed immediately prior to the casualty,
with reasonable promptness and diligence. Notwithstanding the foregoing,
Landlord's obligation to repair casualty damage shall be limited to Landlord's
expenditure of (a) the amount of the deductible under Landlord's policy of all
risk property insurance, plus (b) the net proceeds of insurance recovered for
the casualty damage, and shall be subject to zoning and building laws or
ordinances then in existence. For purposes hereof, the term "net proceeds of
insurance recovered" refers to the gross amount of insurance proceeds actually
made available to Landlord (and not retained by any ground lessor or mortgagee
of the Property) less the reasonable expenses of Landlord incurred in connection
with the collection of such proceeds, including, without limitation, fees and
expenses for legal and appraisal services. Landlord shall not, however, be
obligated to repair, restore or rebuild any of Tenant's personal property
(including all furniture, trade fixtures and equipment), the Tenant Work, or any
other alterations or additions within the Premises made by or for Tenant or any
prior tenant (collectively, "Tenant's Property"). In the event of a casualty,
Landlord shall deliver to Tenant any plans and

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specifications then in Landlord's possession respecting the Tenant Work or other
alterations or additions within the Premises which Tenant is obligated hereunder
to repair, restore or rebuild.

13.2. In the event of casualty damage to the Premises, as part of
Landlord's repair obligation Landlord shall first remove all debris from the
Premises and dispose thereof. As used herein, "debris" means all material of
every kind and nature contained within the Premises which has been damaged or
destroyed by the casualty to such an extent that it retains little or no salvage
value and is intended to be disposed of. Prior to commencement of debris
removal, Landlord shall afford Tenant an opportunity, upon ten (10) days advance
notice from Landlord, for Tenant's designated representative to tour the
Premises with Landlord's representative in order to designate any of Tenant's
Property which Tenant desires to salvage. If Tenant's representative fails to
participate in such tour following such advance notice from Landlord, Tenant
shall be deemed to have waived all right to salvage any of Tenant's Property in
the Premises and Landlord may freely dispose of same as debris. If Tenant's
representative tours the Premises, then (i) Landlord may freely dispose of all
Tenant's Property not designated for salvage as debris, and (ii) Tenant shall
cause all of Tenant's Property designated for salvage to be removed from the
Building promptly and diligently, in accordance with the terms and conditions
set forth in Section 13.3 below, at Tenant's expense. In the event that any
portions of the Tenant Work, or other tenant improvements within the Premises
not constituting personalty, are not damaged and are desired by Tenant to be
retained in place rather than removed as aforesaid, Landlord shall nonetheless
be entitled to require Tenant to elect either to remove same for salvage or to
declare same to be debris (and Tenant's failure to elect to remove same for
salvage shall constitute Tenant's election to declare same to be debris), if
Landlord determines that such elements must be removed in order for Landlord to
efficiently prosecute Landlord's repair of the Premises or the Building.
Landlord may make such determination at any time during or after the tour of the
Premises with Tenant's representative and, if after, Landlord shall give Tenant
written notice of such determination and Tenant shall have seven (7) days within
which to make such election (failure of Tenant to timely respond being deemed an
election to declare such elements to be debris). All costs incurred by Landlord
in removing and disposing of Tenant's Property designated or deemed to be debris
pursuant to the terms of this Section 13.2 shall be reimbursed to Landlord by
Tenant within thirty (30) days following Tenant's receipt of a bill therefor, as
additional Rent (nothing contained herein shall preclude Tenant from seeking
reimbursement of such costs from Tenant's property insurer which provides
coverage of the Premises and Tenant's Property). The obligation of Tenant to
reimburse Landlord for the costs of debris removal in accordance with this
Section 13.2 shall survive any termination of this Lease as a result of a
casualty, notwithstanding any other provision of this Article.

13.3. Any of Tenant's Property elected to be salvaged by Tenant pursuant
to the terms of 13.2 above shall be removed from the Premises in accordance with
the following terms and conditions:

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(i) Tenant shall comply with all applicable laws and regulations
in performing such removal, and shall obtain any and all permits and
governmental consents respecting same;

(ii) all provisions of this Lease, including without limitation
the release, indemnity and insurance provisions hereof, shall be fully
applicable to Tenant's entry upon the Building and the Premises, regardless of
whether this Lease has been terminated pursuant to any termination right
contained in this Article;

(iii) Tenant's employees and contractors shall be subject to
Landlord's supervision and scheduling so as not to interfere with or delay
Landlord's performance of its repair and restoration work in the Premises and
the Building (but such supervision and scheduling shall not be construed to
impose liability upon Landlord for any acts or omissions of Tenant's employees
or contractors in performing such work, all of which shall be solely Tenant's
responsibility);

(iv) Tenant shall employ only contractors approved in advance by
Landlord, which approval shall not be unreasonably withheld so long as Landlord
determines that a proposed contractor (x) will maintain all types and coverages
of insurance, including without limitation coverage amounts and parties named as
additional insureds, reasonably deemed appropriate by Landlord under the
circumstances, and (y) will not disturb harmonious labor relations in or about
the Building;

(v) Tenant and its employees and contractors shall obey all
reasonable rules and regulations promulgated by Landlord respecting entry into
the Building and removal of Tenant's Property therefrom; and

(vi) if Landlord determines that there is present in the Building,
in the Premises, or upon the articles of Tenant's Property which Tenant desires
to salvage, any substances generated or dispersed as a result of the casualty,
regardless of the source thereof, which are generally recognized to be hazardous
to persons or to the environment, including without limitation any toxic
substances regulated by law and any microbial contamination deemed hazardous to
health ("Contaminants"), Landlord may condition Tenant's entry into the Building
and the removal of Tenant's Property upon Tenant's prior execution and delivery
to Landlord of an agreement releasing Landlord from and indemnifying Landlord
against any and all liability resulting from or arising out of the exposure of
Tenant's employees, agents or contractors to Contaminants while within the
Building, or the exposure of any individual to Contaminants by virtue of
exposure to the salvaged items of Tenant's Property following the removal
thereof from the Building, or the improper release or disposal of Contaminants
in the course of Tenant's cleaning or disposal of the salvaged Tenant's Property
following removal, which release and indemnity agreement shall be in form
acceptable to Landlord in every respect.

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13.4. Following completion of Landlord's repairs and restoration within
the Premises pursuant to Section 13.1 above, Tenant shall promptly thereafter,
at its own cost and with due diligence, repair and restore the Tenant Work and
any other improvements to the Premises made by or for Tenant or any prior tenant
at least to the extent of the value and as nearly as possible to the character
of the property involved as it was immediately before the loss. To the extent
the Premises are rendered untenantable by a casualty not caused by the willful
misconduct of Tenant, the monthly payments owing under this Lease on account of
Minimum Rent, Real Estate Taxes and Operating Expenses shall proportionately
abate from the date of the casualty until the first to occur of (a) thirty (30)
days after Landlord has tendered to Tenant the damaged portion of the Premises,
restored by Landlord to the extent required hereunder, or (b) Tenant's resumed
occupancy of the Premises.

13.5. In the event the casualty damage shall involve the Building
generally and shall be so extensive that Landlord decides not to repair or
rebuild the Building, or if available insurance proceeds for the Building are
insufficient to repair or rebuild the damage, or if any mortgagee shall not
permit the application of adequate insurance proceeds for repair or restoration,
or if the casualty to the Building shall not be of a type insured against under
standard fire policies with extended type coverage, this Lease shall, at the
option of Landlord, exercisable by written notice to Tenant given within ninety
(90) days after Landlord is notified of the extent of the casualty and the
amount of insurance proceeds available for restoration, be terminated as of a
date specified in such notice (which shall not be more than sixty (60) days
thereafter) and the Minimum Rent and Additional Rent (taking into account any
abatement as aforesaid) shall be adjusted proportionately as of the date of the
termination and Tenant shall thereupon promptly vacate the Premises.
Furthermore, if the damage to the Premises by fire or other casualty not caused
by the gross negligence or willful misconduct of Tenant renders more than fifty
percent (50%) of the Premises untenantable and the completion of the repairs to
the Premises which Landlord is required to perform hereunder will require a
period of in excess of three hundred (300) days following the commencement of
construction (as reasonably estimated by Landlord or its experts, of which
Tenant shall receive notice within ninety (90) days after Landlord is notified
of the extent of the casualty and the amount of insurance proceeds available for
restoration), then either Landlord or Tenant may terminate this Lease by written
notice given to Landlord within thirty (30) days after Landlord's notice to
Tenant thereof (such termination to occur as of a date specified in such notice
which shall not be more than ninety (90) days thereafter), and Minimum Rent and
Additional Rent (taking into account any abatement as aforesaid) shall be
adjusted proportionately from the date of the termination.

13.6. Promptly following the occurrence of any casualty damage to the
Premises, and within five (5) days following Landlord's written request, Tenant
shall tender to Landlord true, correct and complete copies of all policies of
casualty and liability insurance which Tenant is obligated to maintain under the
terms of this Lease. In connection with Landlord's removal of debris from the
Premises, Landlord shall be entitled to coordinate with Tenant's casualty
insurer to obtain coverage for such removal to the extent the debris constitutes
improvements or personal property which are required to be insured by Tenant
under this Lease,

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but such coordination shall not be deemed or construed to excuse Tenant from its
obligation to reimburse Landlord for debris removal pursuant to Section 13.2
above.
13.7. Tenant agrees that Landlord's obligation to restore, and the
rental abatement provided in this Article, shall be Tenant's sole recourse
against Landlord in the event of casualty damage to the Premises, and Tenant
waives any other rights Tenant may have under any applicable law to terminate
this Lease or seek damages against Landlord by reason of casualty damage to the
Premises or the Building. This Article represents the entire agreement between
the parties respecting casualty damage to the Premises or the Building.

14. Release and Indemnity.

14.1. Release. Tenant agrees that Landlord, Manager and their respective
agents, employees, officers, directors, shareholders and partners shall not be
liable to Tenant and Tenant hereby releases said parties from any liability, for
any personal injury, loss of income or damage to or loss of persons or property,
or loss of use of any property, in or about the Premises or Property from any
cause whatsoever unless such damage, loss or injury results from the negligence
of Landlord, its officers, employees or agents. Landlord, Manager and their
respective agents, employees, officers, directors and partners shall not be
liable to Tenant for any such damage or loss, whether or not such damage or loss
so results from such negligence, to the extent Tenant is compensated therefor by
Tenant's insurance. The release contained in this Section 14.1 shall apply, by
way of example and not limitation, to damage, loss or injury resulting directly
or indirectly from any existing or future condition, matter or thing in the
Premises, the Building or any part thereof, or from equipment or appurtenances
becoming out of repair, or from accident, or from the flooding of basements or
other subsurface areas or from refrigerators, sprinkling devices,
air-conditioning apparatus, water, snow, frost, steam, excessive heat or cold,
falling plaster, broken glass, sewage, gas, odors, or noise, or the bursting or
leaking of pipes or plumbing fixtures, and shall apply equally whether any such
damage, loss or injury results from the act or omission of other tenants or
occupants in the Building or any other persons, and whether such damage be
caused by or result from any thing or circumstance, whether of a like or wholly
different nature.

14.2. Indemnity. Subject to the release contained in Section 15.10
below, Tenant shall defend, indemnify, save and hold harmless ("Indemnify")
Landlord, Manager and their respective agents, employees, officers, directors,
shareholders, and partners from and against all liabilities, obligations,
damages, penalties, claims, causes of action, costs, charges and expenses,
including reasonable attorneys' fees, court costs, administrative costs, and
costs of appeals which may be imposed upon or incurred by or asserted by reason
of any of the following which shall occur during the Term of this Lease, or
during any period of time prior to the Lease Commencement Date when Tenant may
have been given access to or possession of all or any portion of the Premises:

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(1) any work or act done in, on or about the Premises or the
Building or any part thereof at the direction of or caused by Tenant, its
agents, contractors, subcontractors, servants, employees, licensees or invitees
(exclusive of the Tenant Work performed by Landlord and Landlord's contractor
pursuant to Section 7 hereof):

(2) any negligence or other wrongful act or omission on the part
of Tenant or any of its agents, contractors, subcontractors, servants,
employees, subtenants, licensees or invitees;

(3) any accident, injury or damage to any persons or property
occurring in, on or about the Premises or any part thereof, unless caused by the
negligence of Landlord, its employees or agents; and

(4) any failure on the part of Tenant to perform or comply with
any of the covenants, agreements, terms, provisions, conditions or limitations
contained in this Lease on its part to be performed or complied with.

The obligation of Tenant to Indemnify contained in this Section
14.2 shall not be limited by any limitation on the amount or type of damages,
compensation or benefits payable by or for Tenant, its agents or contractors
under workers' or workman's compensation acts, disability benefit acts or other
employee benefits acts, or under any other insurance coverage Tenant may obtain.

14.3. Landlord's Indemnity. Subject to the release contained in Section
15.10 below, Landlord shall defend, indemnify, save and hold harmless
("Indemnify") Tenant and Tenant's employees, officers, directors and
shareholders from and against all liabilities, obligations, damages, penalties,
claims, causes of action, costs, charges and expenses, including reasonable
attorneys' fees, court costs, administrative costs and costs of appeals which
may be imposed upon or incurred by or asserted against any of them by reason of
any negligence or willful misconduct on the part of Landlord or any of its
agents, contractors, subcontractors, servants, or employees which occurs during
the Term. The obligation of Landlord to Indemnify contained in this Section 14.3
shall not be limited by any limitation on the amount or type of damages,
compensation or benefits payable by or for Landlord, its agents or contractors
under workers' or workman's compensation acts, disability benefit acts or other
employee benefits acts or under any other insurance coverage Landlord may
obtain, but shall be expressly limited by the terms of Section 29.3, below.

15. Insurance.

15.1. Insurance Coverage. Tenant, at its expense, shall maintain during
the Term comprehensive general liability insurance, and property damage
insurance under policies issued by insurers of recognized responsibility having
a combined single limit for any one (1) occurrence of not less than Three
Million Dollars ($3,000,000.00) for personal injury, bodily

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injury, death, disease and damage or injury to or destruction of property
(including the loss of use thereof) occurring upon, in, or about the Premises
and for: products liability; liability relating to the sale or distribution of
food and/or alcoholic beverages in the Premises; and contractual liability
assumed under this Lease. To satisfy the liability insurance requirements of
this Section 15.1 under a policy of commercial general liability insurance
rather than comprehensive general liability insurance, the Tenant must obtain an
endorsement which applies the aggregate limits separately to the Premises (ISO
Endorsement CG-25-05-11-85, Amendment-Aggregate Limits of Insurance [Per
Location] or an equivalent endorsement satisfactory to Landlord). The
certificate of insurance evidencing such policy must evidence that the limits of
the Tenant's liability insurance required hereunder apply solely to the Premises
and not to other locations. Tenant shall also maintain such other insurance in
form and amount as Landlord may reasonably require.

15.2. Improvements Coverage. Tenant agrees to carry all risk property
insurance on a repair and replacement basis and in form and amount satisfactory
to Landlord on all improvements to the Premise, including all Tenant Work or
other improvements then under constructions (including without limitation
Builder's Risk coverage during construction of the Tenant Work or any other
permitted alterations). Tenant also agrees to carry such all risk insurance in
form and amount satisfactory to Landlord on Tenant's fixtures, furnishings, wall
coverings, carpeting, drapes, equipment and all other items of personal property
of tenant located on or within the Premises. Tenant agrees that both Landlord
and Landlord's secured lenders shall be named as additional insured under all
such policies.

15.3. Worker's Compensation and Employer's Liability Insurance. Tenant
shall carry worker's compensation insurance containing statutory limits covering
Tenant's employees and business operations in the Premises, as well as
employer's liability insurance providing coverage of not less than one million
dollars ($1,000,000). Tenant shall submit to Landlord evidence of such coverage
satisfactory to Landlord.

15.4. Business Interruption Insurance. Tenant shall, during the Term
hereof, keep in full force and effect business interruption insurance providing
limits in an amount not less than eighty percent (80%) of that amount which is
the then estimated annual gross business income of Tenant.

15.5. Form of Insurance. All insurance policies obtained by Tenant
pursuant to this Section 15 shall be issued by companies with a rating of not
less than "A" and of not less than "Class XIII" in financial size as rated in
the most current available "Best's" Insurance Reports and which are qualified to
do business in the Commonwealth of Pennsylvania. Such policies (exclusive of the
worker's compensation policy) shall name Landlord, Manager and such other
parties as Landlord shall specify as additional insured and shall further
specify that Landlord shall receive thirty (30) days prior written notice of any
proposed cancellation, non-renewal of or material change in any such policy.
Originals, certified policy copies or

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certificates, as Landlord shall elect, of all policies of insurance obtained by
Tenant shall be provided to Landlord.

15.6. Insurance Violations. Tenant will not do, fail to do, suffer to be
done, or keep or suffer to be kept anything in, upon or about the Premises which
will violate the provisions of Landlord's policies insuring against loss or
damage by fire or other hazards (including, but not limited to, public
liability) or which would adversely affect Landlord's fire or liability
insurance premium rating or which would increase premiums being paid by Landlord
for any such coverage, or which would prevent Landlord from procuring such
policies from companies acceptable to Landlord. If anything is done, omitted to
be done or suffered to be done by Tenant, or kept or suffered to be kept in,
upon or about the Premises which shall, by itself or in combination with other
circumstances existing at the Property, cause the premium rate of fire or other
insurance on the Premises or other property in the Building, with companies
acceptable to Landlord, to be increased beyond the established rate fixed by the
appropriate underwriters from time to time applicable to the Premises for use
for the purpose permitted under this Lease, Tenant shall pay the amount of such
increase. Tenant's payment of the amount of such increase shall not preclude or
limit Landlord's ability to exercise its remedies under this Lease for a
violation of Tenant's obligations set forth in the first sentence of this
Section 15.6.

15.7. "Claims Made" Policies. Tenant shall not obtain any insurance
through policies written on a "claims made" basis without Landlord's prior
express written consent, which consent may be conditioned upon any requirements
which Landlord may impose. In all events, should Landlord consent to such a
policy, then the policy shall satisfy all of the following requirements:

(1) the policy retroactive date shall coincide with or precede the
Tenant's occupancy or use of any portion of the Property; and

(2) the Tenant shall maintain such policy for at least three (3)
years following the termination or expiration of the Lease (whichever is later);
and

(3) if such insurance is terminated for any reason, Tenant shall
purchase an extended reporting provision of at least three (3) years duration to
report claims arising from the Lease or Tenant's occupancy; and

(4) the policy shall allow for the report of circumstances or
incidents which might give rise to future claims.

15.8. Flammable Material. No flammable or combustible material shall be
kept by Tenant in or upon the Premises and no explosive material, high pressure
steam generating equipment or similarly hazardous material or equipment shall be
kept at the Premises.

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15.9. Landlord Purchase. At Landlord's option, Landlord may elect to
obtain for itself any or all of the forms of insurance required to be obtained
by Tenant pursuant to this Section if Tenant fails to procure same and such
failure is not cured within three (3) business days following Tenant's receipt
of written notice thereof from Landlord. In the event Landlord shall so elect,
Tenant shall reimburse Landlord upon demand for the cost of all insurance so
obtained by Landlord.

15.10. Waiver of Subrogation. Landlord and Tenant hereby release each
other from any and all liability or responsibility to each other or anyone
claiming through or under them by way of subrogation or otherwise for any loss
or damage to property covered by any fire and extended coverage insurance then
in force, even if such fire or other casualty shall have been caused by the
fault or negligence of the other party, or anyone for whom such party may be
responsible. Landlord and Tenant shall each cause their respective insurers to
include such a provision in their respective policies. During any period while
the foregoing waivers of right of recovery are in effect, the party hereto as to
whom such waivers are in effect shall look solely to the proceeds of such
policies to compensate itself for any loss occasioned by fire or other casualty
which the party suffering such loss is required to insure against pursuant to
the terms of this Lease.

16. Eminent Domain.

16.1. Total or Partial Taking. In the event of exercise of the power of
eminent domain whereby:

(1) such portion of the Property is taken that access to the
Premises is permanently impaired thereby and reasonable alternate access is not
provided by Landlord within a time period which is reasonable under the
circumstances; or

(2) all or substantially all of the Premises or the Property is
taken; or

(3) less than substantially all of the Property is taken but
Landlord, acting in good faith, determines that it is economically unfeasible to
continue to operate the uncondemned portion of the Building as a first-class
office building; or

(4) less than substantially all of the Premises is taken, but
Tenant, acting in good faith, determines that because of such taking it is
economically unfeasible to continue to conduct its business in the uncondemned
portion of the Premises, then in the case of (1) or (2), either party, and in
the case of (3), Landlord, and in the case of (4), Tenant, shall have the right
to terminate this Lease as of the date when possession of that part which was
taken is required to be delivered or surrendered to the condemning authority;
and in such case all Minimum Rent and other charges shall be adjusted to the
date of termination. A "taking" as such term, is used in this Section 16 shall
include a transfer of title or of any interest in the Property

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by deed or other instrument in settlement of or in lieu of transfer by operation
of law incident to condemnation proceedings.

16.2. Temporary Taking. Notwithstanding anything hereinabove provided,
in the event of a taking of only the right to or for possession of the Premises
for a fixed period of time or for the duration of an emergency or other
temporary condition, then this Lease shall continue in full force and effect
without any abatement of Minimum Rent or Additional Rent, but the amounts
payable by the condemnor with respect to any period of time prior to the
expiration or sooner termination of this Lease shall be paid by the condemnor to
Landlord and the condemnor shall be considered a subtenant of Tenant. If the
amounts payable hereunder by the condemnor are paid in monthly installments,
Landlord shall apply the amount of such installments, or as much thereof as may
be necessary for the purpose, toward the amount of Minimum Rent and/or
Additional Rent due from Tenant for the period, and Tenant shall pay to Landlord
any deficiency between the monthly amount thus paid by the condemnor and the
amount due from Tenant. The above notwithstanding, if any such temporary taking
shall continue for a period in excess of 180 days, Tenant shall have the right
to terminate this Lease upon 10 days written notice to Landlord.

16.3. Tenant's Waiver. Regardless of whether this Lease shall terminate,
Tenant shall have no right to participate or share in any condemnation claim,
damage award or settlement in lieu thereof with respect to any taking of any
nature; provided, however, that Tenant shall not be precluded from
independently, in an action separate from any which Landlord may bring, claiming
or receiving payment for Tenant's relocation and moving expenses as may be
permitted under applicable law, so long as the amount of same does not reduce
the award which Landlord is entitled to receive.

17. Default and Remedies.

17.1. Defaults. The occurrence of any one or more of the following shall
constitute an "Event of Default" under this Lease:

17.1.1. Tenant does not pay in full when due any installment of
Rent or any other charge or payment whether or not herein included as Rent, and
such failure to pay is not cured within five (5) days following Tenant's receipt
of notice from Landlord thereof; provided, however, that Landlord shall only be
obligated to give Tenant notice of failure to pay Rent two (2) times during any
period of twelve (12) consecutive calendar months. Thereafter, for the duration
of such twelve (12) calendar month period, Tenant shall be in default
immediately upon Tenant's failure to pay in full, when due, any installment or
payment of Rent, without benefit of such notice and grace period.

17.1.2. Tenant violates or fails to perform or otherwise breaks
any covenant, agreement or condition contained in this Lease, other than those
specifically addressed elsewhere in this Section 17.1, or any other obligation
of Tenant to Landlord, and such violation

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or failure continues uncured for thirty (30) days after receipt of notice
thereof from Landlord, provided that if such violation or failure is not
susceptible of being cured or corrected within the aforesaid thirty (30) day
period, then if Tenant shall have commenced such cure within the aforesaid
thirty (30) day period and diligently and continuously prosecutes same to
completion, Tenant shall have such additional time (not to exceed sixty (60)
days in the aggregate) as Tenant may reasonably require to complete such cure,
unless Landlord reasonably determines that such additional time would materially
jeopardize the Premises, the Property or any tenants of the Building, in which
event Landlord may require Tenant to complete such cure within the aforesaid
thirty (30) day period.

17.1.3. Tenant fails to maintain in full force and effect
throughout the Term all insurance which Tenant is required to maintain under
Section 15 of this Lease, in the form required under Section 15.

17.1.4. Tenant does not occupy the Premises within thirty (30)
days after the Lease Commencement Date.

17.1.5. Tenant removes or attempts to remove Tenant's property
from the Premises other than in the ordinary course of business or upon
termination of this Lease, without having first paid to Landlord in full all
Rent and any other charges that may have become due; provided however, that so
long as Tenant is current in its obligations to pay Rent and other charges that
may be due, such removal or attempt to remove shall not constitute an Event of
Default.

17.1.6. Tenant fails to deliver a requested estoppel statement
within the time period required pursuant to Section 26 below.

17.1.7. Tenant makes an assignment of its rights under this Lease
or enters into any sublease (or purports to do so) in violation of the terms of
Section 12, above.

17.1.8. Tenant or any guarantor of Tenant hereunder becomes the
subject of commencement of an involuntary case under the federal bankruptcy law
as now or hereafter constituted, or there is filed a petition against Tenant or
any guarantor of Tenant hereunder seeking reorganization, arrangement,
adjustment or composition of or in respect of Tenant or any guarantor of Tenant
hereunder under the federal bankruptcy law as now or hereafter constituted, or
under any other applicable federal or state bankruptcy, insolvency,
reorganization or other similar law, or seeking the appointment of a receiver,
liquidator or assignee, custodian, trustee, sequestrator (or similar official)
of Tenant or any guarantor of Tenant hereunder or any substantial part of the
property of either Tenant or any guarantor of Tenant hereunder, or seeking the
winding-up or liquidation of its affairs and such involuntary case or petition
is not stayed or dismissed within sixty (60) days after the filing thereof, or
if Tenant or any guarantor of Tenant hereunder commences a voluntary case or
institutes proceedings to be adjudicated a bankrupt or insolvent, or consents to
the institution of bankruptcy or insolvency proceedings against it, under

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the federal bankruptcy laws as now or hereafter constituted, or any other
applicable federal or state bankruptcy, reorganization or insolvency or other
similar law, or consents to the appointment of or taking possession by a
receiver or liquidator or assignee, trustee, custodian, sequestrator (or other
similar official) of Tenant or any guarantor of Tenant hereunder or of any
substantial part of its property, or makes any assignment for the benefit of
creditors, or admits in writing its inability to pay its debts generally as they
become due, or fails to generally pay its debts as they become due, or if Tenant
or any guarantor of Tenant hereundertakes any action in contemplation of any of
the foregoing.

17.1.9. Any material misrepresentation by Tenant in this Lease, or
material misrepresentation or omission in any financial statements or other
materials provided by Tenant or any guarantor in connection with negotiating or
entering this Lease or in connection with any sublease, assignment or Pledge
under Section 12.

17.1.10. Cancellation of any guaranty of this Lease by a
guarantor.

17.1.11. Failure by Tenant to cure within any applicable times
permitted thereunder any default under any other lease of space at the Building
or at any other buildings owned or managed by Landlord or its affiliates, now or
hereafter entered by Tenant (and any Event of Default hereunder not cured within
the times permitted for cure herein shall, at Landlord's election, constitute a
default under any such other lease or leases).

17.1.12. Failure by Tenant to comply with the same term or
condition of this Lease on three occasions during any twelve month period shall
cause any failure to comply with such term or condition during the succeeding
twelve month period, at Landlord's option, to constitute an incurable Event of
Default, if Landlord has given Tenant notice of each such prior failure within
thirty (30) days after each such failure occurred. The notice and cure periods
provided herein are in lieu of, and not in addition to, any notice and cure
periods provided by law.

17.2. Landlord's Remedies. Upon the occurrence of an Event of Default,
and at the sole option of Landlord, in addition to all remedies Landlord may
have at law or in equity,

17.2.1. Tenant shall be and remain liable to Landlord for damages
computed in accordance with Section 17.3, below, and/or

17.2.2. the term of this Lease shall terminate and become
absolutely void, without notice and without any right on the part of Tenant to
save the forfeiture by payment of any sum due or by other performance of any
condition, term, agreement or covenant broken, and/or

17.2.3. any prothonotary or attorney of any court of record is
hereby irrevocably authorized and empowered to appear for Tenant in any action
to confess judgment against Tenant, and may sign for Tenant an agreement, for
which this Lease shall be his

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sufficient warrant, for entering in any competent court an action or actions in
ejectment, and in any suits or in said actions to confess judgment against
Tenant as well as all persons claiming by, through or under Tenant for the
recovery by Landlord of possession of the Premises. Such authority shall not be
exhausted by any one or more exercises thereof, but judgment may be confessed
from time to time as often as any event set forth in Subsection 17.1 hereof
shall have occurred or be continuing. Such powers may be exercised during as
well as after the expiration or termination of the original Term and during and
at any time after any extension or renewal of the Term, and/or

17.2.4. [Intentionally omitted.]

17.2.5. in any confession of judgment against Tenant hereunder,
Landlord shall cause to be filed in such action an affidavit setting forth the
facts necessary to authorize the entry of judgment and if a true copy of this
Lease (and of the truth of the copy, such affidavit shall be sufficient proof)
be filed in such action, it shall not be necessary to file the original as a
warrant of attorney, notwithstanding any law, rule of court, custom or practice
to the contrary. Tenant releases to Landlord, and to any and all attorneys who
may appear for Tenant, all procedural errors in any proceedings taken by
Landlord, whether by virtue of the powers of attorney contained in this Lease or
not, and all liability therefor. Tenant expressly waives the benefits of all
laws, now or hereafter in force, exempting any property within the Premises or
elsewhere from distraint, levy or sale. Tenant further waives the right to any
notice to remove as may be specified in the Pennsylvania Landlord and Tenant Act
of April 6, 1951, as amended, or any similar or successor provision of law, and
agrees that five (5) days notice shall be sufficient in any case where a longer
period may be statutorily specified, and/or

17.2.6. after re-entry or retaking or recovering of the Premises,
whether by way of termination of this Lease or not, Landlord may, in Landlord's
sole discretion, lease the Premises or any part or parts thereof to such person
or persons and upon such terms as may in Landlord's discretion seem best for a
term within or beyond the term of this Lease, and Tenant shall be liable for any
loss of Rent for the balance of the term and any renewal or extension for which
Tenant has become bound plus the costs and expenses of reletting and of making
repairs and alterations to the Premises. Further, Tenant, for itself and its
successors and assigns, hereby irrevocably constitutes and appoints Landlord as
Tenant's agent to collect the rents due and to become due from all subleases and
apply the same to the Rent due hereunder without in any way affecting Tenant's
obligation to pay any unpaid balance of Rent due or to become due hereunder,
and/or

17.2.7. Landlord may (but shall not be obligated to do so), in
addition to any other rights it may have in law or equity, cure such default on
behalf of Tenant, and Tenant shall reimburse Landlord upon demand for all costs
incurred by Landlord in curing such default, including, without limitation,
reasonable attorneys' fees and other legal expenses, together with interest
thereon at the Lease Interest Rate, which costs and interest thereon shall be
deemed Additional Rent hereunder.

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17.3. Damages.

17.3.1. Without Termination. If Landlord shall not elect to
terminate this Lease pursuant to Section 17.2.2 above, notwithstanding reentry
upon the Premises by Landlord and in addition to and without limiting Landlord's
right to other damages, upon the occurrence of an Event of Default Tenant shall
be and remain liable to Landlord in an amount computed as follows: (a) an amount
equal to the sum of all Rent then in arrears plus the aggregate of all Rent
which is payable under this Lease for the balance of the Term, computed as if no
Event of Default had occurred and any reentry had not been made (including,
without limitation, Tenant's Tax Share of Real Estate Taxes and Tenant's Expense
Share of Operating Expenses which would be owing for the remainder of the Term,
as reasonably estimated by Landlord); plus (b) all costs and expenses incurred
by Landlord in connection with the Event of Default and any reletting of the
Premises, including, without limitation, (i) costs of reentry, repair and
renovation, (ii) the value of all inducements granted or paid to new tenants of
the Premises in connection with reletting including, without limitation,
construction allowances and the value of rent-free periods, (iii) brokers'
commissions and advertising expenses, (iv) watchman's wages and any sheriff's,
marshall's, constable's or other officials' commissions, whether chargeable to
Landlord or Tenant, and (v) attorneys' fees, costs and expenses; plus (c)
interest accrued on the aggregate of the aforesaid sums from the date each was
payable (or, with respect to sums owing under clause (b) from the date each was
incurred by Landlord) until paid by Tenant (whether before or after judgment) at
the Lease Interest Rate; which sum shall be credited with (d) all rentals
actually received by Landlord during the remainder of the Term from any
replacement Tenant to which the Premises are relet.

17.3.2. Liquidated Damages Upon Termination. In the event Landlord
elects to terminate this Lease pursuant to Section 17.2.2 above, Tenant shall
pay to Landlord all Rent accrued and in arrears through the date of termination,
plus liquidated damages equal to the aggregate of (a) the unamortized portion of
any Construction Allowance paid by Landlord under Section 7, above, as of the
date of termination, assuming that the Construction Allowance were amortized on
a straight line basis over the entire Term at a fixed interest rate of twelve
percent (12%) per annum, and (b) twenty-five percent (25%) of the balance of the
Minimum Rent and monthly payments owing with respect to Tenant's Tax Share of
Real Estate Taxes and Tenant's Expense Share of Operating Expenses from the date
of said termination to the end of the Term of this Lease (if the same had not
been terminated), to be computed as follows: (i) Minimum Rent for the remainder
of the Term shall be based on the rate or rates of Minimum Rent set forth in
this Lease for the remainder of the Term at the time of said termination; and
(ii) Tenant's Tax Share of Real Estate Taxes and Tenant's Operating Share of
Operating Expenses for the unexpired portion of the Term shall be computed as
equal to the Tenant's Tax Share of Real Estate Taxes and Tenant's Expense Share
of Operating Expenses charged to Tenant for the last full calendar year
immediately preceding the Event of Default; and the aggregate of the sums
computed under clauses (i) and (ii) of this Section 17.3.2 shall be reduced to
present value as of the date of termination of this Lease utilizing a per annum
interest rate which is two percent (2%) below the Prime Rate in effect as of the
date of termination. In the event any judgment has been

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entered against Tenant for any amount in excess of the total amount required to
be paid by Tenant to Landlord hereunder, then the damages assessed under said
judgment shall be reassessed and a credit granted to the extent of such excess.
Landlord and Tenant have agreed to the liquidated damages herein set forth in
order to avoid extended litigation following an Event of Default by Tenant and
termination of this Lease, recognizing that Landlord's actual damages in such
event are not susceptible of precise calculation and acknowledging that the
liquidated damages herein set forth constitute fair and equitable compensation
to Landlord in such event.

17.4. Remedies Cumulative. All remedies available to Landlord hereunder
and at law and in equity shall be cumulative and concurrent. No termination of
this Lease nor taking or recovering possession of the Premises shall deprive
Landlord of any remedies or actions against Tenant for Rent, for charges or for
damages for the breach of any covenant, agreement or condition herein contained,
nor shall the bringing of any such action for Rent, charges or breach of
covenant, agreement or condition, nor the resort to any other remedy or right
for the recovery of Rent, charges or damages for such breach be construed as a
waiver or release of the right to insist upon the forfeiture and to obtain
possession. No re-entering or taking possession of the Premises, or making of
repairs, alterations or improvements thereto, or reletting thereof, shall be
construed as an election on the part of Landlord to terminate this Lease unless
written notice of such election be given by Landlord to Tenant. The failure of
Landlord to insist upon strict and/or prompt performance of the terms,
agreements, covenants and conditions of this Lease or any of them, and/or the
acceptance of such performance thereafter shall not constitute or be construed
as a waiver of Landlord's right to thereafter enforce the same strictly
according to the terms thereof in the event of a continuing or subsequent
default.

17.5. Expenses of Enforcement. In the event of any litigation between
Landlord and Tenant, the prevailing party shall be entitled to receive from the
other the amount of its reasonable out-of-pocket legal fees and out-of-pocket
expenses of counsel incurred in connection therewith.

17.6. Nonwaiver. Any failure of Landlord to enforce any remedy allowed
for the violation of any provision of this Lease shall not imply the waiver of
any such provision, even if such violation is continued or repeated, and no
express waiver shall affect any provision other than the one(s) specified in
such waiver and only for the time and in the manner specifically stated. No
receipt of monies by Landlord from Tenant after the termination of this Lease
shall in any way (i) alter the length of the Term or of Tenant's right of
possession hereunder, or (ii) after the giving of any notice, reinstate,
continue or extend the Term or affect any notice given to Tenant prior to the
receipt of such moneys, it being agreed that after the service of notice or the
commencement of a suit or after final judgment for possession of the Premises,
Landlord may receive and collect any Rent due, and the payment of said Rent
shall not waive or affect said notice, suit or judgment.

18. Subordination.

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18.1. Generally. This Lease is and shall be subject and subordinate to
all ground or underlying leases of the Property and to all mortgages which may
now or hereafter be secured upon such leases or the Property and to any and all
renewals, modifications, consolidations, replacements and extensions thereof.
This Section shall be self-operative and no further instrument of subordination
shall be required by any lessor or mortgagee, but in confirmation of such
subordination, Tenant shall execute, within fifteen (15) days after being so
requested, any certificate that Landlord may reasonably require acknowledging
such subordination. Notwithstanding the foregoing, a party holding a lien, right
or estate to which this Lease is subordinate shall have the right to recognize
and preserve this Lease in the event of any foreclosure sale or possessory
action and in such case this Lease shall continue in full force and effect and
Tenant shall attorn to such party and shall execute, acknowledge and deliver any
instrument that has for its purpose and effect the confirmation of such
attornment. If Landlord shall so request, Tenant shall send to any mortgagee or
ground lessor of the Property designated by Landlord, a copy of any notice
thereafter given by Tenant to Landlord alleging a material breach by Landlord of
its obligations under this Lease.

18.2. Rights of Mortgagee. In the event of any act or omission of
Landlord which would give Tenant the right, immediately or after lapse of a
period of time, to cancel or terminate this Lease, or to claim a partial or
total eviction, Tenant shall not exercise such right:

(1) until it has given written notice of such act or omission to
the holder of each such mortgage or ground lease whose name and address shall
previously have been furnished to Tenant in writing; and

(2) until a reasonable period for remedying such act or omission
shall have elapsed following the giving of such notice (which reasonable period
shall in no event be less than the period to which Landlord would be entitled
under this Lease or otherwise, after similar notice, to effect such remedy).

19. Holding Over.

Should Tenant continue to occupy the Premises after expiration of the
term of this Lease or any renewal or renewals thereof, or after a forfeiture
incurred, such tenancy shall (without limiting any of Landlord's rights or
remedies concerning an Event of Default) be one at sufferance from month to
month at a minimum monthly rent equal to twice the total of the Rent payable for
the last month of the term of this Lease prior to the holdover and, in addition
thereto, Tenant shall pay to Landlord an amount equal to all damages,
consequential as well as direct, sustained by reason of Tenant's retention of
possession. Neither Landlord's demand nor Landlord's receipt of the aforesaid
compensation for use and occupancy shall be deemed to provide Tenant with any
right to any use, occupancy, or possession of the Premises either for the period
for which such compensation has been demanded or paid, or for any time before or
after such period. The provisions of this Section 19 shall not be deemed to
limit or constitute a waiver of any other rights or remedies of Landlord
provided herein or at law or in equity.

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20. Notices.

All bills, statements, notices or other communications given hereunder
shall be deemed sufficiently given or rendered only if in writing and sent to
Tenant or Landlord by certified or registered mail, return receipt requested,
postage prepaid, as follows:

If to Tenant:

Real Media, Inc.
260 5th Avenue, 4th Floor
New York, NY 10001

If to Landlord:

Hub PROPERTIES TRUST
c/o REIT Management & Research, Inc.
400 Centre Street
Newton, Massachusetts 02458
Attention: Property Management

With a copy to:

REIT Management & Research, Inc.
Management Office
Concourse Level, Mellon Bank Center
1735 Market Street
Philadelphia, PA 19103
Attention: General Manager

or such other person or place as either party hereto may designate by notice
given as aforesaid. Notice shall be deemed received as of the date set forth on
the return receipt.

21. Certain Rights Reserved to the Landlord.

Landlord waives no rights except those that may be specifically waived
in this Lease, and explicitly retains all other rights including, without
limitation, the following rights, the exercise of which shall not be deemed to
constitute an eviction or disturbance of Tenant's use or possession of the
Premises and shall not give rise to any claim for set-off or abatement of Rent
or any other claim (provided, however, Landlord shall exercise reasonable
efforts under the circumstances to exercise such rights in a manner which will
not unreasonably impair Tenant's ability to conduct the Permitted Use within the
Premises):

21.1. Building Name. To change the name of the Building, presently 580
Virginia Drive, and to change the street address of the Building, presently 580
Virginia Drive.

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21.2. Exterior Signs. To install and maintain a sign or signs on the
exterior of the Building.

21.3. Decoration. To decorate or to make repairs, alterations, additions
or improvements, whether structural or otherwise, in or about the Property, or
any part thereof, and for such purposes to temporarily close doors, entry ways,
public space and corridors in and about the Property and to interrupt or
temporarily suspend services or use of facilities, all without affecting any of
Tenant's obligations hereunder, so long as the Premises are reasonably
accessible and usable.

21.4. Keys. To furnish door keys, pass cards and the like for the entry
door(s) in the Premises at the commencement of the Lease and to retain at all
times, and to use in appropriate instances, keys and pass cards to all doors
within and into the Premises. Tenant agrees to (i) purchase, only from Landlord,
additional duplicate keys or pass cards as required, (ii) change no locks or
other security devices and (iii) not to affix locks on doors without the prior
written consent of the Landlord. Upon the expiration of the Term or Tenant's
right to possession, Tenant shall return all keys and pass cards to Landlord and
shall disclose to Landlord the combination of any safes, cabinets or vaults left
in the Premises.

21.5. Window Coverings. To designate and approve all window coverings
used on the Property or any part thereof.

21.6. Placement of Loads. To approve the weight, size and location of
safes, vaults and other heavy equipment and articles in and about the Premises
and the Property so as not to exceed the legal load per square foot designated
by the structural engineers for the Property, and to require all such items and
furniture and similar items to be moved into or out of the Property and Premises
only at such times and in such manner as Landlord shall direct in writing.
Tenant shall not install or operate machinery or any mechanical devices of a
nature not directly related to Tenant's ordinary use, as limited by the
Permitted Use, of the Premises without the prior written consent of Landlord.
Movements of Tenant's property into or out of the Property or Premises are
entirely at the risk and responsibility of Tenant.

21.7. Deliveries. To regulate delivery of supplies and the usage of the
loading docks, receiving areas and freight elevators.

21.8. Entry to Premises. To enter the Premises in accordance with
Section 17, and in the last year of the Term of this Lease, to show the Premises
to prospective tenants at reasonable times and, if vacated or abandoned, to view
the Premises at any time and to prepare the Premises for re-occupancy.

21.9. Pipes, Conduits, and Wiring. To erect, use and maintain pipes,
ducts, wiring and conduits, and appurtenances thereto, in and through the
Premises at reasonable locations.

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21.10. Inspection and Repair. To enter the Premises at any reasonable
time to inspect the Premises and to make repairs or alterations as Landlord
deems necessary, with due diligence and minimum disturbance.

21.11. Conduct of Other Business on the Property. To grant to any person
or to reserve unto itself the exclusive right to conduct any business or render
any service in or on the Property.

21.12. Alterations to Property. To alter the layout, design and/or use
of the Property in such manner as Landlord, in its sole discretion, deems
appropriate, so long as the character of the Property as a first-class office
property is maintained. While it is presently intended that the Property shall
include the development of a retail shopping arcade, Tenant acknowledges that
Landlord has made no promise, agreement, warranty or representation that any
such development will be undertaken or effected or as to any particular of such
development as shall be undertaken or effected, nor is such development (or any
particular thereof) in any way a condition of this Lease.

21.13. Redecoration of Premises. During the last six (6) months of the
term of this Lease, if during or prior to that time Tenant has vacated the
Premises, to decorate, remodel, repair, alter or otherwise prepare the Premises
for reoccupancy, without affecting Tenant's obligation to pay Rent for the
Premises.

21.14. Adjoining Areas. The use of and reasonable access thereto through
the Premises, for the purposes of operation, maintenance, decoration and repair,
of (a) all walls, windows and doors bounding the Premises (including exterior
walls of the Building, core corridor walls and doors and any core corridor
entrance) except the surfaces thereof within the Premises , (b) any terraces or
roofs adjacent to the Premises and (c) any space in or adjacent to the Premises
used for shafts, pipes, conduits, fan rooms, ducts, electric or other utilities,
sinks or other facilities.

22. [Intentionally omitted.]

23. Use and Occupancy Tax and Miscellaneous Taxes.

Tenant shall pay prior to delinquency all taxes assessed against or
levied upon its occupancy of the Premises or upon the fixtures, furnishings,
equipment and all other personal property of Tenant located in the Premises and
when possible Tenant shall cause said fixtures, furnishings, equipment and other
personal property to be assessed and billed separately from the property of
Landlord. In the event any or all of Tenant's fixtures, furnishings, equipment
or other personal property or its occupancy of the Premises shall be assessed
and taxed with the property of Landlord, Tenant shall pay to Landlord its share
of such taxes within twenty (20) days after delivery to Tenant by Landlord of a
statement in writing setting forth the amount of such taxes applicable to
Tenant's fixtures, furnishings, equipment, personal property or

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occupancy. If, during the Term of this Lease or any renewal or extension
thereof, any tax is imposed upon the privilege of renting or occupying the
Premises or upon the amount of rentals collected therefor, Tenant will pay each
month, as Additional Rent, a sum equal to such tax or charge that is imposed for
such month, but nothing herein shall be taken to require Tenant to pay any
income, estate, inheritance or franchise tax imposed upon Landlord except to the
extent required by Section 5 hereof. In addition, Tenant will pay as additional
rent all Fort Washington School District Business Use and Occupancy Tax
applicable to Tenant and the Premises (if any) within the time set forth in any
bill rendered by the City of Fort Washington or Landlord for said tax.

24. Excepted from Premises.

Any hallways, passageways, stairways, elevators, or other means of
access to and from the Premises or the upper or lower portions of the Property,
or the space occupied by the said hallways, passageways, stairways, elevators
and other means of access, although such may be within the Premises as described
hereinabove, shall be taken to be excepted therefrom, without being deemed to
reduce the Rentable Area thereof, and reserved to Landlord or to the tenants of
the Property in common and the same shall not be considered an exclusive portion
of the Premises. All ducts, pipes, wires or other equipment used in the
operation of the Property, or any part thereof, and any space occupied thereby,
whether or not within the Premises description, shall also be excepted and
reserved from the Premises, without being deemed to reduce the Rentable Area
thereof, and Tenant shall not remove or tamper with or use the same and will
permit Landlord to enter the Premises to service, replace, remove or repair the
same.

25. Mechanics' and Other Liens.

25.1. Tenant covenants that it shall not (and has no authority to)
create or allow any encumbrance against the Premises, the Property, or any part
of any thereof or of Landlord's interest therein.

25.2. Tenant covenants that it shall not suffer or permit to be created,
or to remain, any lien or claim thereof (arising out of any work done or
services, material, equipment or supplies furnished for or at the request of
Tenant or by or for any contractor or subcontractor of Tenant, other than such
furnished by Landlord) which is or may become a lien upon the Premises, the
Property, or any part of any thereof or the income therefrom or any fixture,
equipment or similar property therein.

25.3. If any lien or claim shall be filed, Tenant shall within ten (10)
days after the filing thereof, cause the same to be discharged of record by
payment, deposit, bond or otherwise. If Tenant shall fail to cause such lien or
claim to be discharged and removed from record within that period, then, without
obligation to investigate the validity thereof and in addition to any other
right or remedy Landlord may have, Landlord may, but shall not be obligated to,
contest the lien or claim or discharge it by payment, deposit, bond or
otherwise; and

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Landlord shall be entitled, if Landlord so decides, to compel the prosecution of
an action for the foreclosure of such lien by the lienor and to pay the amount
of the judgment in favor of the lienor with interest and costs. Any amounts so
paid by Landlord and all costs and expenses, including attorneys' fees, incurred
by Landlord in connection therewith, together with interest at the Lease
Interest Rate from the respective dates of Landlord's making of the payment or
incurring of the cost or expense, shall constitute Additional Rent payable by
Tenant under this Lease and shall be paid by Tenant to Landlord promptly on
demand.

25.4. Notwithstanding anything to the contrary in this Lease or in any
other writing signed by Landlord, neither this Lease nor any other writing
signed by Landlord shall be construed as evidencing, indicating, or causing an
appearance that any erection, construction, alteration or repair to be done, or
caused to be done, by Tenant is or was in fact for the immediate use and benefit
of Landlord. Further, notwithstanding anything contained herein to the contrary,
nothing contained in or contemplated by this Lease shall be deemed or construed
in any way to constitute the consent or request on the part of Landlord for the
performance of any work or services or the furnishing of any materials for which
any lien could be filed against the Premises or the Property or any part of any
thereof, nor as giving Tenant any right, power, or authority to contract for or
permit the performance of any work or services or the furnishing of any
materials for which any lien could be filed against the Premises, the Property
or any part of any thereof.

26. Estoppel Statement.

26.1. Tenant from time to time, within ten (10) days after request by
Landlord, shall execute, acknowledge and deliver to Landlord a statement, which
may be relied upon by Landlord or any proposed assignee of Landlord's interest
in this Lease or any existing or proposed mortgagee or ground lessor or
purchaser of the Property or any interest therein, certifying (i) that this
Lease is unmodified and in full force and effect (or that the same is in full
force and effect as modified and listing the instruments of modification); (ii)
the dates to which Minimum Rent and all other charges have been paid; (iii)
whether or not Landlord is in default hereunder or whether Tenant has any claims
or demands against Landlord (and, if so, the default, claim and/or demand shall
be specified); (iv) if applicable, that Tenant has accepted possession and has
entered into occupancy of the Premises; (v) the Lease Commencement Date and the
Termination Date, and certifying as to such other matters as Landlord may
reasonably request. Tenant acknowledges that any such statements so delivered by
Tenant may be relied upon by Landlord, any landlord under any ground or
underlying lease, or by any prospective partner, purchaser, mortgagee, lender,
or any assignee of any mortgage.

26.2. The failure of Tenant to execute, acknowledge and deliver to
Landlord a written instrument in accordance with the provisions of this Section
26 within the ten (10) day period above provided shall constitute an
acknowledgment by Tenant, which may be relied upon by Landlord, any landlord
under any ground or underlying lease, or by any prospective purchaser,
mortgagee, lender, or any assignee or any mortgage that this Lease has not been

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modified, supplemented or amended except as set forth in Landlord's request, and
is in full force and effect (or in full force and effect as so modified,
supplemented or amended), that the Minimum Rent, Additional Rent and any other
charges arising hereunder have not been paid beyond the respective due dates
immediately preceding the date of such request, that Tenant has no right of
set-off or other defense to this Lease and of the truth of such other facts and
conditions as shall have been requested to be certified, and shall constitute,
as to any person entitled to rely as aforesaid, a waiver of any defaults which
may exist prior to the date of such request.

27. Covenant of Quiet Enjoyment.

Landlord covenants that Tenant, on paying the Rent and all other charges
or payments herein reserved or payable and on keeping, observing and performing
all the other terms, covenants, conditions, provisions and agreements herein
contained on the part of Tenant to be kept, observed and performed, shall,
during the Term, peaceably and quietly have, hold and enjoy the Premises subject
to the terms, covenants, conditions, provisions and agreements hereof.

28. Brokers.

Tenant represents and warrants to Landlord that it has not dealt with
any broker, agent, finder or other person in the negotiation for or the
obtaining of this Lease other than Kelley & Associates, Inc. and Preferred Real
Estate Advisors, Inc. ("Brokers"), and agrees to indemnify and hold Landlord
harmless from any and all costs (including attorney's fees) and liability for
commissions or other compensation claimed by any such broker, agent, finder or
other person other than Brokers, employed by it or claiming to have been engaged
by it in connection with this Lease. Landlord agrees to pay a fee or commission
owing Brokers on account of this Lease, pursuant to separate written agreements.

29. Limitations on Liability.

29.1. The liabilities of the parties described below shall be qualified
in accordance with this Section 29.

29.2. Tenant Liability. The word "Tenant" as used in this Lease shall be
construed in the plural in all cases where there is more than one tenant (and in
such cases the liability of such tenants shall be joint and several) and the
necessary grammatical changes required to make the provisions hereof apply to
corporations, partnerships, or individuals, men or women, shall in all cases be
assumed to have been made. Each provision hereof shall extend to and as the case
may require, shall bind and inure to the benefit of Tenant and its successors
and assigns, provided that this Lease shall not inure to the benefit of any
assignee or successor of Tenant except upon the express written consent of
Landlord pursuant to Section 12 hereof (unless not required pursuant to
Subsection 12.1 above).

29.3. Landlord Liability.

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29.3.1. It is expressly understood and agreed by Tenant that none
of Landlord's covenants, undertakings or agreements are made or intended as
personal covenants, undertakings or agreements by Landlord or its partners, and
any liability for damage or breach or nonperformance by Landlord shall be
collectible only out of Landlord's interest in the Property and no personal
liability is assumed by, nor at any time may be asserted against, Landlord or
its partners or any of its or their officers, agents, employees, legal
representatives, successors or assigns, if any, all such liability, if any,
being expressly waived and released by Tenant, and in any proceeding or in the
case of any judgment against Landlord, Tenant shall request that the judgment
index be noted to reflect the exclusion from liability herein set forth. In
addition to all other limitations contained in this Lease, Landlord hereby
notifies Tenant that the Declaration of Trust of Hub Properties Trust provides,
and Tenant agrees, that no trustee, officer, director, general or limited
partner, member, shareholder, beneficiary, employee or agent (including any
person or entity from time to time engaged to supervise and/or manage the
operation of Landlord) of Landlord shall be held to any liability, jointly or
severally, for any debt, claim, demand, judgment, decree, liability or
obligation of any kind (in tort, contract or otherwise) of, against or with
respect to Landlord or arising out of any action taken or omitted for or on
behalf of Landlord. In addition to all other limitations contained in this
Lease, Landlord hereby notifies Tenant that the Declaration of Trust of Hub
Properties Trust provides, and Tenant agrees, that no trustee, officer,
director, general or limited partner, member, shareholder, beneficiary, employee
or agent (including any person or entity from time to time engaged to supervise
and/or manage the operation of Landlord) of Landlord shall be held to any
liability, jointly or severally, for any debt, claim, demand, judgment, decree,
liability or obligation of any kind (in tort, contract or otherwise) of, against
or with respect to Landlord or arising out of any action taken or omitted for or
on behalf of Landlord.

29.3.2. The Landlord named on page 1 of this Lease and any
subsequent owners of such Landlord's interest in the Property, as well as their
respective heirs, personal representatives, successors and assigns shall each
have the same rights, remedies, powers, authorities and privileges as it would
have had it originally signed this Lease as Landlord, including the right to
proceed in its own name to enter judgment by confession or otherwise, but any
such person, whether or not named herein, shall have no liability hereunder
after it ceases to hold such interest.

29.3.3. In the event of any sale or other conveyance or transfer
of Landlord's interest in the Property, the transferor shall be and hereby is
entirely free and relieved of all covenants and obligations of Landlord
hereunder, and it shall be deemed and construed without further agreement
between the parties or their successors in interest, or between the parties and
the transferee at any such sale or conveyance or transfer that (subject to the
limitation of Landlord's liability in this Section 29) the transferee has
assumed and agreed to carry out any and all covenants and obligations of
Landlord hereunder, including, without limitation, obligations for all defaults
and claims (if any) arising prior to the date of such transfer.

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29.4. Mortgagee Liability. No mortgagee or ground lessor which shall
succeed to the interest of Landlord hereunder (either in terms of ownership or
possessory rights) shall be: (1) liable for any previous act or omission of any
prior Landlord; (2) subject to any rental offsets or defenses hereunder because
of any act or omission of any prior Landlord; (3) bound by any amendment of this
Lease made without its written consent or by payment by Tenant of Rent in
advance in excess of one (1) month's rent; (4) liable for any security not
actually received by it; or (5) liable for the construction of any of the
improvements to the Premises not constructed by it. Subject to the foregoing,
the provisions hereof shall be binding upon and inure to the benefit of the
successors and assigns of Landlord.

30. Miscellaneous.

30.1. Irrevocable Offer and Required Approval. The submission of this
Lease for examination does not constitute an offer to lease, or a reservation of
or option for the Premises, and this Lease becomes effective only upon execution
and delivery thereof by both Landlord and Tenant. In consideration of Landlord's
administrative expense in considering this Lease and the term of Tenant's
proposed tenancy hereunder, Landlord's reservation of the leased Premises
pending such consideration and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Tenant's submission to
Landlord of this Lease, duly executed by Tenant, shall constitute Tenant's
irrevocable offer to continue for fifteen (15) days from and after receipt by
Landlord of the said Lease duly executed by Tenant or until Landlord shall
deliver to Tenant written notice of rejection of Tenant's offer, whichever shall
first occur. If within said fifteen (15) day period Landlord shall neither
return the Lease duly executed by Landlord nor so advise Tenant of Landlord's
rejection of Tenant's offer, then after said fifteen (15)) day period Tenant
shall be free to revoke its offer.

30.2. Non Waiver. The failure of either party hereto in any one or more
instances to insist upon the strict performance of any one or more of the
agreements, terms, covenants, conditions or obligations of this Lease, or to
exercise any right, remedy or election herein contained, shall not be construed
as a waiver or relinquishment of the right to insist upon such performance or
exercise in the future, and such right shall continue and remain in full force
and effect with respect to any subsequent breach, act or omission.

30.3. Partial Payment. No payment by Tenant or receipt by Landlord of a
lesser amount than the correct Minimum Rent or Additional Rent due hereunder
shall be deemed to be other than a payment on account, nor shall any endorsement
or statement on any check or any letter accompanying any check or payment be
deemed to effect or evidence an accord and satisfaction and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance or pursue any other remedy in this Lease or at law provided.

30.4. Prior Agreements and Amendments. This Lease constitutes the entire
agreement between the parties relating to the subject matter contained herein.
Neither party hereto has made any representations or promises to the other
except as expressly contained

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herein. This Lease supersedes all prior negotiations, agreements, informational
brochures, letters, promotional information and other statements and materials
made or furnished by Landlord or its agents. The submission of this Lease by
Landlord, its attorneys or agents, for examination or execution by Tenant, does
not constitute a reservation of (or option for) the Premises in favor of Tenant
and Tenant shall have no right or interest in the Premises and Landlord shall
have no liability hereunder, unless and until this Lease is executed and
delivered by Landlord. No rights, easements or licenses are acquired in the
Property or in any land adjacent thereto, by Tenant by implication or otherwise,
except as expressly set forth in this Lease. No agreement hereinafter made shall
be effective to change, modify, discharge or effect an abandonment of this
Lease, in whole or in part, unless such agreement is in writing and signed by
the party against whom enforcement of the change, modification, discharge or
abandonment is sought.

30.5. Mortgagee Approval. If any mortgagee shall have the right of
approval of this Lease and such mortgagee shall, subsequent to the execution
hereof by all parties hereto, require a change or changes in this Lease as a
condition of its approval thereof and if within thirty (30) days after notice
from Landlord, Tenant fails or refuses to execute the amendment(s) to this Lease
accomplishing the change or changes which are stated by Landlord as being needed
in connection with the approval of this Lease by the mortgagee, Landlord shall
have the right to cancel this Lease. It is understood and agreed that any such
change or changes required by such mortgagee shall not materially affect or
alter: (1) the Minimum Rent; (2) the size of the Premises; or (3) any Tenant
Work agreed to be performed in the Premises by Landlord.

30.6. Partial Invalidity. If any of the provisions of this Lease, or the
application thereof to any person or circumstances, shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such provision or provisions to persons or circumstances other than those as to
whom or which it is held invalid or unenforceable, shall not be affected
thereby, and every provision of this Lease shall be valid and enforceable to the
fullest extent permitted by law.

30.7. Common Facilities. Tenant and its agents, employees and invitees,
shall have the right to use, in common with all others granted such rights by
Landlord, in a proper and lawful manner, the common walkways and sidewalks on
the Property, the common entranceways, lobbies and elevators furnishing access
to the Premises, and (if the Premises includes less than a full floor) the
common lobbies, hallways and toilet rooms on the floor on which the Premises is
located. Such use shall be subject to such reasonable rules, regulations and
requirements as Landlord may from time to time prescribe with respect thereto.

30.8. Choice of Law. This Lease has been executed and delivered in the
Commonwealth of Pennsylvania and shall be construed in accordance with the laws
of the Commonwealth of Pennsylvania. Any action brought to enforce or interpret
this Lease shall be brought in the court of appropriate jurisdiction in the
county in which the Building is located. Should any provision of this Lease
require judicial interpretation, it is agreed that the court

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interpreting or considering same shall not apply the presumption that the terms
hereof shall be more strictly construed against a party by reason of the rule or
conclusion that a document should be construed more strictly against the party
who itself or through its agent prepared the same. It is agreed and stipulated
that all parties hereto have participated equally in the preparation of this
Lease and that legal counsel was consulted by each responsible party before the
execution of this Lease.

30.9. No Recordation. This Lease shall not be recorded in whole or in
memorandum form by either party hereto without the prior written consent of the
other.

30.10. Receipt of Money. No receipt of money by Landlord from Tenant
after the termination of this Lease or after the service of any notice or after
the commencement of any suit, or after final judgment for the possession of the
Premises, shall reinstate, continue or extend the term of this Lease or affect
any such notice, demand or suit or imply consent for any action for which
Landlord's consent is required.

30.11. No Joint Venture. This Lease shall create only the relationship
of Landlord and Tenant between Landlord and Tenant and no estate shall pass out
of Landlord. Nothing herein is intended to be construed as creating a joint
venture or partnership relationship between the parties hereto.

30.12. No Third Party Beneficiaries. Notwithstanding anything to the
contrary contained herein, no provision of this Lease is intended to benefit any
party other than the signatories hereto and their permitted heirs, personal
representatives, successors and assigns, and no provision of this Lease shall be
enforceable by any other party.

30.13. Exhibits. All exhibits referred to in this Lease are attached
hereto and shall be deemed an integral part hereof.

30.14. Captions. The captions included in this Lease, whether for
sections, subsections, paragraphs, Table of Contents, Exhibits, or otherwise,
are inserted and included solely for convenience and shall not be considered or
given any effect in construing the provisions hereof, and are not to be used in
interpreting this Lease or for any other purpose in the event of any
controversy.

30.15. Representations. Landlord and Manager have made no
representation, agreement, condition, warranty, understanding, or promise,
either oral or written, other than as set forth herein, with respect to the
Lease, the Property, the Premises, or otherwise.

30.16. Gender; Plural Terms; Persons. The masculine, feminine, or neuter
pronoun shall each include the masculine, feminine, and neuter genders. A
reference to person shall mean a natural person, a trustee, a corporation, a
partnership and any other form of legal entity. All references (including
pronouns) in the singular or plural number shall be deemed to

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have been made, respectively, in the plural or singular number as well, as the
context may require.

30.17. Time. Time is of the essence of this Lease with respect to the
performance by Landlord and Tenant of all of their obligations hereunder.

30.18. Waiver of Jury Trial. It is mutually agreed by and between
Landlord and Tenant that they hereby waive trial by jury in any action
proceeding or counter-claim brought by either of the parties hereto against the
other on any matter whatsoever arising out of or in any way connected with this
Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the
Premises or claim of injury or damage.

30.19. [Intentionally omitted.]

30.20. Letter of Credit; Security Deposit

30.20.1. Within ten (10) days following Tenant's execution of
this Lease, Tenant shall deposit with Landlord an irrevocable, unconditional
sight draft letter of credit in the amount of $306,965.00, in the form attached
hereto as Exhibit "F" and issued by a banking institution reasonably acceptable
to Landlord (the "Letter of Credit"). Landlord shall hold the Letter of Credit
as security for the full performance by Tenant of all terms, covenants and
conditions of this Lease. Upon the occurrence of an Event of Default, Landlord
may draw upon the Letter of Credit in an amount or amounts sufficient in
Landlord's reasonable judgment to cure said Event of Default. It is understood
that the proceeds of the Letter of Credit are not to be considered as the last
rental due under this Lease. If at any time during the Term of this Lease
Landlord draws against the Letter of Credit in whole or in part in order to cure
an Event of Default, Tenant shall within ten (10) days after demand by Landlord
tender to Landlord a replacement Letter of Credit in the full amount required
hereunder (Tenant's failure to timely do so shall be deemed a failure by Tenant
to pay Rent for purposes of Section 17.1, above). Each Letter of Credit
delivered hereunder shall be subject to the same provisions of this Lease as
apply to a cash security deposit. The Letter of Credit shall have an expiration
date which is not less than one year from its delivery date. If the Term is then
continuing, Tenant shall annually deliver to Landlord a replacement Letter of
Credit at least twenty (20) business days prior to the expiration of the Letter
of Credit then being held by Landlord hereunder. If Tenant shall fail to timely
deliver a replacement Letter of Credit, then Landlord shall be entitled to draw
immediately under the Letter of Credit in Landlord's possession, without being
required to give notice or provide a grace period to Tenant, and shall hold the
funds so drawn as a cash security deposit.

30.20.2. Notwithstanding the provisions of Subsection 30.20.1,
Landlord agrees that the face amount of replacement Letters of Credit provided
under the terms of Subsection 30.20.1 during the Term may be reduced to the
following respective amounts during

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the following respective Lease Years, provided that no Event of Default shall
have occurred during the Term:

Second Lease Year $236,180.50
Third Lease Year $165,397.00
Fourth Lease Year $ 94,612.50
Fifth Lease Year $ 63,075.00
Sixth Lease Year $ 31,537.50

If an Event of Default shall occur, no further reductions in the face amount of
the Letter of Credit shall be permitted thereafter under the terms of this
Subsection 30.20.2.

30.20.3. Notwithstanding the foregoing provisions of this Section
30.20, in the event that at any time during the Term Tenant delivers to Landlord
current audited financial statements of Tenant prepared by an independent
certified public accounting firm reasonably satisfactory to Landlord and
establishing that Tenant has a tangible net worth of at least $5,000,000.00, and
provided that no Event of Default shall have theretofore occurred during the
Term, then Tenant may elect to deposit with Landlord prior to the date of
expiration of the Letter of Credit then in Landlord's possession the sum which
is equal to two (2) months of Minimum Rent at the rate then payable by Tenant
(to be increased as such rate of Minimum Rent increases under this Lease) as
security for the faithful performance by Tenant of all terms, covenants and
condition of this Lease, whereupon Landlord shall return to Tenant the Letter of
Credit then held by Landlord and no further Letter of Credit shall be required
hereunder; provided, however, that upon Landlord's request from time to time
(not more often than annually), Tenant shall deliver to Landlord current audited
financial statements, and if Tenant's tangible net worth is thereby revealed to
be less than $5,000.000.00 Landlord reserves the right to require that Tenant
again post a Letter of Credit in the sum which would then be required hereunder,
which Tenant shall deliver to Landlord within fifteen (15) days following
Landlord's written request. Furthermore, notwithstanding the foregoing
provisions of this Section 30.20, provided that no Event of Default shall have
occurred during the Term, if Tenant timely exercises the renewal option
contained in Section 3.6 hereof, during the Renewal Term no Letter of Credit
shall be required hereunder. Rather, on or before the first day of the Renewal
Term, Tenant will deposit with Landlord the sum which is equal to two (2) months
of Minimum Rent at the rate payable by Tenant during the Renewal Term as
security for the faithful performance by Tenant of all terms, covenants and
conditions of this Lease. If Tenant defaults under this Lease at any time,
Landlord may use, apply or retain the whole or any part of the security
deposited to the extent necessary to cure said default. It is understood that
the deposit is not to be considered as the last rental due under this Lease. If
at any time during the term of this Lease, Landlord applies all or a portion of
this deposit to cure Tenant's default, Tenant shall repay to Landlord within
five (5) days after demand by Landlord any amount necessary to restore the
security deposited to the full sum set forth above.

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30.21. Light and Air. No diminution or shutting off of any light,
air or view by any structure now or hereafter erected shall in any manner affect
this Lease or the obligations of Tenant hereunder, or increase any of the
obligations of Landlord hereunder.

30.22. Monument Sign. During the first Lease Year, Landlord agrees
to construct a monument sign at or about the entrance to the Property on
Virginia Drive, on which names of the tenants of the Building shall be posted.
Tenant shall have the right to post its name on such monument sign at Tenant's
expense and in accordance with Landlord's uniform rules and regulations
respecting the style, size and type of lettering permitted on such sign and
Landlord's prior approval of signage specifications respecting same.
Notwithstanding the foregoing, Landlord's obligation to construct the monument
sign contemplated hereunder shall be contingent upon Landlord obtaining all
necessary governmental permits and approvals, absent which Landlord shall have
no obligation hereunder.

SECTION 17.2 PROVIDES FOR THE CONFESSION OF JUDGMENT AGAINST
TENANT AND FOR EJECTMENT. IN CONNECTION THEREWITH, TENANT, KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND UPON ADVICE OF SEPARATE COUNSEL, UNCONDITIONALLY
WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR
HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE
COMMONWEALTH OF PENNSYLVANIA. WITHOUT LIMITATION OF THE FOREGOING, TENANT HEREBY
SPECIFICALLY WAIVES ALL RIGHTS TENANT HAS OR MAY HAVE TO NOTICE AND OPPORTUNITY
FOR A HEARING PRIOR TO EXECUTION UPON ANY JUDGMENT CONFESSED AGAINST TENANT BY
LANDLORD HEREUNDER.

TENANT (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
LANDLORD HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LANDLORD WILL NOT SEEK TO
EXERCISE OR ENFORCE ITS RIGHTS TO CONFESS JUDGMENT HEREUNDER, AND (II)
ACKNOWLEDGES THAT THE EXECUTION OF THIS LEASE BY LANDLORD HAS BEEN MATERIALLY
INDUCED BY, AMONG OTHER THINGS, THE INCLUSION IN THIS LEASE OF SAID RIGHTS TO
CONFESS JUDGMENT AGAINST TENANT. TENANT FURTHER ACKNOWLEDGES THAT IT HAS HAD THE
OPPORTUNITY TO DISCUSS SAID PROVISIONS WITH TENANT'S INDEPENDENT LEGAL COUNSEL
AND THAT THE MEANING AND EFFECT OF SUCH PROVISIONS HAVE BEEN FULLY EXPLAINED TO
TENANT BY SUCH COUNSEL, AND AS EVIDENCE OF SUCH FACT AN AUTHORIZED OFFICER OF
TENANT SIGNS HIS OR HER INITIALS IN THE SPACE PROVIDED BELOW.

-------------------------
(INITIALS)

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IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties hereto have caused this Lease to be executed by their duly authorized
representatives as of the day and year first above written.

LANDLORD

HUB PROPERTIES TRUST,
a Maryland real estate investment trust

By: /s/ Jennifer J. Clark
-----------------------------------------
Name:
Title: Senior Vice President

TENANT

Attest: REAL MEDIA, INC.

- ----------------------------- By: /s/ Norman M. Blashka
[Corporate Seal] ---------------------------------------
Name: Norman M. Blashka
Title: CFO

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EXHIBIT A
To
580 Virginia Drive Lease

PREMISES FLOOR PLAN

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<PAGE> 72

EXHIBIT B
To
580 Virginia Drive Lease

CONFIRMATION OF LEASE TERM

THIS IS AN AGREEMENT dated as of the _____ day of ______________ ,
19__ by and between HUB PROPERTIES TRUST ("Landlord") and REAL MEDIA, INC.
("Tenant").

W I T N E S S E T H:

WHEREAS, by a lease dated as of ____________ , 199_, between the
parties hereto (the "Lease") Landlord leased to Tenant and Tenant leased and
took from Landlord, certain premises at 580 Virginia Drive, Fort Washington,
Pennsylvania for the term and upon the terms and conditions more specifically
set forth therein (the "Premises");

WHEREAS, the Lease provides that the parties shall execute a
confirmation of certain terms of the Lease when the Rent Commencement Date (as
defined in the Lease) has occurred;

NOW THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:

A. The Lease has not been amended except as follows:

B. The Tenant is now in possession of the Premises.

C. The Tenant acknowledges that the Lease is in full force and
effect.

D. The Lease Commencement Date of the Lease, the Rent Commencement
Date for Phase I] and the Termination Date of the Term of the Lease are as
follows:

E. Tenant's obligation to pay Minimum Rent for Phase I commences on
the Rent Commencement Date for Phase I.

F. Tenant's obligation to pay Minimum Rent for Phase II commences on
the Rent Commencement Date for Phase II.

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<PAGE> 73

IN WITNESS WHEREOF, the parties hereto have caused these presents to
be executed by their duly authorized representatives the day and year first
above written.

LANDLORD

HUB PROPERTIES TRUST

By:
-----------------------------------
Name:
Title:

TENANT

REAL MEDIA, INC.

By:
-----------------------------------
Name:
Title:

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<PAGE> 74

EXHIBIT C
To
580 Virginia Drive Lease

580 VIRGINIA DRIVE
RULES AND REGULATIONS

1. The entrances, sidewalks, halls, passages, concourses, plaza,
elevators, lobbies, stairways, and driveways shall not be obstructed by Tenant
or used for any purpose other than for ingress to and egress from the Premises.
The halls, passages, entrances, elevators, stairways, balconies and roof are not
for the use of the general public, and Landlord shall in all cases retain the
right to control and prevent access thereto of all persons whose presence in the
judgment of Landlord shall be prejudicial to the safety, character, reputation,
or interest of the Building or its tenants, provided that nothing herein
contained shall be construed to prevent such access to persons with whom Tenant
normally deals in the ordinary course of its business unless such persons are
engaged in illegal activities.

2. Tenant, its employees, contractors, agents, servants, visitors, and
licensees shall not go upon the roof or mechanical floors of the Building
without the written consent of Landlord.

3. The exterior windows and doors that reflect or admit light or air into
the Premises or the halls, passageways or other public places in the Building or
the Property, shall not be covered or obstructed by Tenant. No showcase or other
articles shall be put in front or affixed to any part of the exterior of the
Building or the Property, nor placed in the halls, corridors or vestibules, nor
shall any article obstruct any air-conditioning supply or exhaust.

4. No awnings, air conditioning units, fans, aerials, antennas, or other
projections or similar devices shall be attached to the Building, regardless of
whether inside the Building or on its facade or its roof, without the prior
written consent of Landlord. No curtains, blinds, shades or screens shall be
attached to or hung in, or used in connection with, any window, transom or door
of the Premises or the Building without the prior written consent of Landlord.
All curtains, blinds, shades, screens, and other fixtures must be of a quality,
type, design and color, and attached in the manner approved by Landlord. All
electrical fixtures shall be fluorescent, of a quality, type, design, and color
approved by Landlord unless the prior consent of Landlord has been obtained for
any other lighting or lamping.

5. No Tenant or employees, contractors, agents, servants, visitors, or
licensees of Tenant shall sweep or throw or permit to be placed, left or
discarded from the Premises any rubbish, paper, articles, objects or other
substances into any of the corridors or halls, elevators, or out of the doors or
stairways of the Building.

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<PAGE> 75

6. Tenant shall at all times keep the Premises neat and orderly.

7. Tenant shall not mark, paint, drill into, or in any way deface any part
of the Premises, Building or Property. The ceiling shall not be used for the
suspension of any item or fixture, including, without limitation, plants and
decorative items. No boring, drilling of nails or screws, cutting or stringing
of wires shall be permitted, except with the prior written consent of Landlord
and as Landlord may direct. Tenant shall not lay floor tile or other similar
floor covering in the Premises, except with the prior approval of Landlord.
Floor covering shall be affixed to the floor in a manner which permits easy
removal and shall be subject to approval by Landlord prior to installation.

8. No freight, furniture of bulky matter of any description shall be
received into the Building or carried into the passenger or service elevators
except during hours and in a manner approved by Landlord. Any hand trucks,
carryalls, or similar appliances used for delivery or receipt of merchandise or
equipment shall be equipped with rubber tires, side guards and such other
safeguards as Landlord shall require.

9. Tenant shall not permit any work to be done in the Premises including
moving of goods into or out of the Premises except by contractors approved by
Landlord.

10. Any Tenant deciding to move any equipment or office furniture into,
out of, or within the Building must notify Landlord at least one (1) week in
advance of intended move. Such notification shall include: (i) the date of the
move, (ii) the time of move (which shall not be during normal working hours
without Landlord's consent), (iii) the number of elevators and operators
required for the move, and (iv) an agreement by the Tenant to pay the then
prevailing charge for the use of the elevators and operators. Upon receipt of
the above information, Landlord, or its agent, will issue a letter of
authorization to the Tenant to arrange for elevator operators.

11. The service elevator shall not be used by Tenant without Landlord's
prior approval.

12. Tenant shall not alter any lock or install a new or additional lock or
any bolt or other security device on any door of the Premises without prior
written consent of Landlord. If Landlord shall give its consent, Tenant shall in
each case furnish Landlord with two keys for each such lock and security device.

13. No signs, advertisement, notice or other lettering shall be exhibited,
inscribed, painted or affixed by any Tenant on any part of the outside of the
Premises, Building, or Property, or on the inside of the Premises without the
prior written consent of Landlord. In the event of violation of the foregoing by
Tenant, Landlord may remove same without any liability, and may charge the
expense incurred by such removal to the tenant or tenants violating this rule.
Interior signs on door and directory tablet shall be inscribed, painted or
affixed for each tenant by

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<PAGE> 76

Landlord at the expense of such tenant, and shall be of a size, color and style
acceptable to Landlord.

14. Landlord shall have the right to prohibit any advertising by Tenant
which, in Landlord's opinion, tends to impair the reputation of the Property or
its desirability as a building for offices, and upon written notices from
Landlord, Tenant shall refrain from or discontinue such advertising. In no event
shall Tenant, without the prior written consent of Landlord, use the name of the
Building or use pictures or illustrations of the Property in any advertising
other than in indicating Tenant's address.

15. Dock facilities are to be used only for loading and unloading
procedures. No parking or storage privileges are extended.

16. No dumpsters are to be placed at the loading dock without prior
notification and approval by Landlord.

17. If Tenant desires telecommunications signaling, telephonic, protective
alarm, connections, or other such wires, apparatus, or devices, Landlord will
direct electricians as to where and how the wires are to be introduced. No
boring or cutting for wires or otherwise shall be made without directions and
approval from Landlord. All wires must be clearly tagged at the distributing
boards and junction boxes, and elsewhere as required by Landlord, with the
number of the office to which said wires lead, the purpose of the wires, and the
name of the concern, if any, operating or servicing the same.

18. The electrical, mechanical, and telephone closets, water and wash
closets, drinking fountains and other plumbing, electrical and mechanical
fixtures shall not be used for any purposes other than those for which they were
constructed, and no sweepings, rubbish, rags, coffee grounds, acids or other
substances shall be deposited therein. No access to the electrical, mechanical
and telephone closets will be permitted without the prior consent of Landlord.
All damages resulting from any misuse of the fixtures shall be borne by the
Tenant who, or whose servants, employees, agents, visitors or licensees, shall
have caused the same. No person shall waste water by interfering or tampering
with the faucets or otherwise.

19. Tenant shall not keep upon or attach to the Premises any goods or
chattels which are the subject of a security agreement of other secured
transactions, and all goods, property and chattels to be used or kept or to be
attached upon the Premises shall be owned by Tenant or leased by Tenant,
provided however, that no such leased goods, property or chattels shall be
leased with the understanding that they shall be exempt from levy for rent and
other charges herein reserved as rent.

20. Tenant shall not create, execute, or deliver any financing or security
agreement of any kind that may be considered or give rise to any lien upon the
Premises, the Building, or the Property.

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<PAGE> 77

21. Tenant, any of Tenant's servants, employees, contractors, agents,
visitors, or licensees, shall not at any time use, bring or keep upon the
Premises, the Building, or the Property any flammable, combustible, caustic,
poisonous or explosive fluid, chemical or substance, or any chemical except such
as are components of commercial products not regulated by law in their use or
disposal and as are normally used by occupants of office buildings for ordinary
cleaning and office related supplies in reasonable quantities.

22. No portion of the Premises, Building, or Property shall be used or
occupied at any time for manufacturing, for the storage of merchandise, for the
sale of merchandise, goods or property of any kind at auction or otherwise, or
as sleeping or lodging quarters.

23. In the design, layout, construction, renovation, and/or installation of
Tenant's demising walls, partitions, furniture, fixtures, equipment, and all
other improvements and betterments of or in the Premises, the live load of
seventy (70) pounds per square foot shall not be exceeded at any time.

24. Tenant shall not engage or pay any employees on the Premises, except
those actually working for such Tenant on said Premises.

25. Tenant shall not contract for any work or service which involves the
employment of labor incompatible with the employees of the Building or with
employees of contractors doing work or performing services by or on behalf of
Landlord, or which would disturb harmonious labor relations.

26. No bicycles, vehicles, animals, or birds of any kind (other than a
seeing-eye dog for a blind person), shall be brought into or kept by Tenant in
or about the Premises, the Building, or the Property.

27. Tenant shall not do or commit, or suffer to be done or committed, any
act or thing whereby, or in consequence whereof, the rights of other tenants
will be obstructed or interfered with, or other tenants will in any other way be
injured or annoyed, or whereby the Building will be damaged, nor shall Tenant
cause or suffer to be caused any noise, vibrations, obnoxious odors, or
electronic interference which disturbs other tenants, the operation of their
equipment or the operation of any equipment in the Building (including, without
limitation, radio, television reception). Tenant shall not suffer nor permit the
Premises or any part thereof to be used in any manner or anything to be done
therein nor suffer nor permit anything to be brought into or kept in the
Premises which, in the judgment of Landlord, shall in any way impair or tend to
materially impair the character, reputation, or appearance of the Building.

28. Tenant shall not serve, nor permit the serving of alcoholic beverages
in the Premises unless Tenant shall have procured Host Liquor Liability
Insurance, issued by companies and in amounts reasonably satisfactory to
Landlord, naming Landlord as an additional party insured.

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<PAGE> 78

29. Except as otherwise explicitly permitted in its lease, Tenant shall not
allow any open flames, cooking, the operation or conduct of any restaurant,
luncheonette or cafeteria for the sale or service of food or beverages to its
employees or to others, install or permit the installation or use of any food,
beverage, cigarette, cigar or stamp dispensing machine or permit the delivery of
any food or beverage to the Premises, except by such persons delivering the same
as shall be approved by Landlord.

30. Any person in the Building will be subject to identification by
employees and agents of Landlord. All persons in or entering Building shall be
required to comply with the security policies of the Building. Tenant shall keep
doors to unattended areas locked, and shall otherwise exercise reasonable
precautions to protect property from theft, loss or damage. Landlord shall not
be responsible for the theft, loss or damage of any property.

31. In case of invasion, mob, riot, public excitement, or other commotion,
Landlord reserves the right to prevent access to the Building during the
continuance of the same by closing the doors or otherwise for the safety of
Tenants or Landlord and protection of property in the Building.

32. Landlord shall, in no case, be responsible for the admission or
exclusion of any person to or from the Building for access or for invasion,
hostile attack, insurrection, mob violence, riot, public excitement or other
commotion, explosion, fire or any casualty.

33. Tenant shall immediately notify Landlord of any injury to a person or
damage to property regardless of cause within the Premises and all public areas
within the Building.

34. Canvassing, soliciting, and peddling in the Building is prohibited and
Tenant shall cooperate in preventing the same, and report all such activity to
Landlord.

35. Tenant, upon the termination of the tenancy, shall deliver to Landlord
all of the keys, combinations to all locks, of offices, rooms and toilet rooms
which shall have been furnished Tenant or which Tenant shall have made, and in
the event of loss of any keys so furnished, Tenant shall pay Landlord the cost
therefor.

36. No smoking is permitted within the Premises or elsewhere in the
Building by Tenant or any of its employees, agents, contractors or invitees.
Without limiting the generality of the foregoing, no smoking is permitted upon
the Property outside the Building within a distance of thirty (30) feet of any
Building entrance.

37. These Rules and Regulations shall be read in conjunction with the Lease
and the Exhibits thereto. To the extent these Rules and Regulations are
inconsistent with the remainder of the Lease and Exhibits, the Lease and other
Exhibits shall control.

38. Landlord may, by written notice to Tenant, promulgate additional rules
and regulations, and/or modifications of the rules and regulations which are, in
Landlord's judgment,

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<PAGE> 79

desirable for the general safety, comfort and convenience of occupants and
tenants in the Building. All such rules and regulations shall be deemed a part
of this Lease, with the same effect as though written herein.

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<PAGE> 80

EXHIBIT "D"
TO
580 VIRGINIA DRIVE LEASE

CLEANING SPECIFICATIONS

IT IS THE INTENT OF THIS EXHIBIT THAT THE BUILDING BE KEPT NEAT AND CLEAN AT ALL
TIMES. THE SPECIFICATIONS OUTLINED BELOW SHOULD, THEREFORE, BE REFERRED TO AS A
MINIMUM STANDARD.

- --------------------------------------------------------------------------------
General Cleaning five (5) nights per week, Sunday through Thursday nights,
unless excluded by Union contract, and further, excluding Union Holidays.

NIGHTLY

1. Empty and damp wipe all ash trays.

2. Empty and dust wipe all waste receptacles.

3. Place waste in bags and leave in designated area
off Tenant's premises.

4. Empty, clean and refill smoking urns as needed.

5. Dust all areas within hand high reach; this includes
window sills, wall ledges, chairs, desks, tables,
baseboards, file cabinets, radiators, pictures and all
manner of office furniture.

6. Damp wipe all glass top desks and tables.

7. Damp wipe spillage on furniture in lounges and
lunch room areas.

8. Sweep with treated cloths all composition tile
flooring.

9. Vacuum all carpeted areas and remove spots. Spot
vacuum one night, full vacuum every other night.

10. Sweep and wash rubber mats as necessary.

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<PAGE> 81

GENERAL OFFICE AREAS

Quarterly

Strip, scrub and wash all composition tile flooring.

HIGH DUSTING

Monthly

1. High dust all walls, ledges, pictures, anemostats and
registers of public areas not reached in normal nightly
cleaning.

2. High dust all walls, ledges, pictures, files,
anemostats and registers of office areas not reached in
normal nightly cleaning.

LIGHTS

Quarterly

Dust all lighting fixtures in public areas.

Yearly

1. Wash all lighting fixtures in public areas. (*)

2. Wash all lighting fixtures in office areas. (*)

(*) We would expect lighting fixtures to be
dusted on tube replacement.

STAIRWAYS

Weekly

Sweep and dust stairways.

Monthly

1. Wash all stairways other than fire tower.

2. Sweep and dust fire tower stairways.

Semi-Annually

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<PAGE> 82

Wash fire tower stairways.

ELEVATOR & ESCALATORS

Weekly

1. Clean Passenger elevator saddles.

2. Clean Freight elevator saddles.

MISCELLANEOUS

Yearly

Wash marble walls.

AS NECESSARY

Snow removal.

DAY PORTER SERVICE

1. Police all public areas and men's toilets in
Tenant's Premises twice daily.

2. Refill toilet room dispensers in Tenant's
Premises as needed twice daily.

3. Sweep sidewalks.

4. Remove fingermarks from entrance doors.

5. Set out foul whether mats when necessary.

DAY MATRON SERVICES (Twice during daily working hours)

1. Police ladies' restrooms in Tenant's Premises.

2. Refill all toilet room dispensers in Tenant's
Premises, including sanitary napkins.

WINDOW CLEANING SERVICES (Weather and access permitting)

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<PAGE> 83

Daily

1. Clean entrance doors.

2. Clean glass in directors.

Every Three Months

1. Clean all exterior surfaces of exterior windows.

2. Clean clear interior partition glass. (*)

Every Six Months

Clean frosted interior partition glass. (*)

(*) Spot clean all glass, if needed, by night

cleaning crew.

Annually

Clean all interior surfaces of exterior windows.

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<PAGE> 84

EXHIBIT E

580 Virginia Drive Lease

TENANT'S CONTRACTORS' INSURANCE

Each of Tenant's contractors and subcontractors (herein collectively
"Contractor") shall comply with the terms set forth in this Exhibit E, and any
contract between Owner and Contractor and contain and/or comply with the
following provisions:

I. Insurance/Indemnification Provisions for Construction Contracts.

A. INDEMNITY

Contractor hereby agrees, to the extent permitted by law, to assume the
entire responsibility and liability for and defense of and to pay and indemnify
Landlord(s) and Manager against any loss, expense or liability and will hold
them harmless from and pay any loss, damage, cost or expense (including, without
limitation, judgments, attorney's fees, court costs and the cost of appellate
proceedings), which Landlord(s) and Manager incur(s) because of injury to or
death of any person or on account of damage to property, including loss of use
thereof, or any other claim arising out of, in connection with or as a
consequence of the performance of the Work, and/or any act or omission of the
Contractor or any one for whose acts Contractor may be liable as it relates to
the scope of this Contract. This indemnity shall not be limited by a limitation
on amount or type of damages, compensation or benefits payable by or for a
Contractor or Subcontractor under workers' or workmen's compensation acts,
disability benefit acts or other employee benefit acts. Contractor will purchase
and maintain, or cause to be purchased and maintained, such insurance as will
protect it from any costs and expenses relating to the foregoing, including,
without limitation, contractual coverage covering the foregoing indemnity, and
shall provide Landlord(s) and Manager with certificates evidencing same as set
forth in the Insurance Schedule below.

Contractor will purchase maintain such insurance as will protect it for
this contractual indemnity.

B. INSURANCE TO BE PROVIDED BY CONTRACTOR

Contractor shall before the commencement of any provision of this
contract file, or cause to have filed, certificates with the Landlord(s)
Manager, as outlined in the Insurance Schedule below showing existence of such
insurance which insurance shall be subject to the Landlord's approval as to the
adequacy of protection and compliance with this Contract and the satisfactory
character of the Insurer. In the event that any of the required insurances are
provided on claims-made forms, a copy of each policy, including Declarations
Page showing the

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<PAGE> 85

Retroactive Date, shall be provided to the Landlord. Such
insurance shall be placed with reputable insurance companies licensed to do
business in the Commonwealth of Pennsylvania.

Contractor shall maintain Worker's Compensation and Employer's Liability
Insurance, Comprehensive General Liability, Comprehensive Automobile Liability
and Umbrella Insurance in the amounts set forth in the Insurance Schedule below.

Should the Contractor engage a Subcontractor(s), the same conditions
applicable to the Contractor under this Contract apply to each Subcontractor,
including, but not limited to the indemnity and insurance clauses.

INSURANCE SCHEDULE

Prior to the commencement of any work Contractor shall obtain and
maintain (or cause to be obtained and maintained) the following insurance, at
its own expense, in amounts not less than those specified below:

1. Worker's Compensation insurance in
accordance with the laws of the Commonwealth
of Pennsylvania.

2. Employer's Liability insurance in an amount
not less than $1,000,000.

3. Comprehensive General Liability insurance on an
occurrence form for: (a) bodily injury, and (b)
property damage liability, with limits of
$1,000,000 combined single limit, each
occurrence. Such insurance policy shall include,
but shall not be limited to: Comprehensive Form,
Premises - Operation, Explosion, Collapse,
Underground Hazard, Products/Completed Operations
Hazard (two (2) years extension beyond completion
of Project), Blanket Contractual Coverage
(including coverage for the Indemnity Clauses
provided under this Contract), Broad Form
Property Damage, Independent Contractors,
Personal Injury (employee exclusion deleted).

4. Comprehensive Automobile Liability covering
owned, hired, and non-owned vehicles with
limits of $1,000,000 combined single limit
each occurrence.

5. Excess Liability (Umbrella) insurance with limits
of $4,000,000. NOTE: SHOULD THE CONTRACTOR
PROVIDE COMMERCIAL GENERAL AND/OR EXCESS
LIABILITY INSURANCE, CONTRACTOR MUST ALSO PROVIDE
ISO ENDORSEMENT GS-25-03-11-85, AMENDMENT OF
LIMITS OF INSURANCE, (DESIGNATED PROJECT OR
PREMISES) OR ITS EQUIVALENT.

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<PAGE> 86

The above insurances (#3 through #5) shall, without liability on the
part of Landlord(s) and Manager for premiums thereof include the following:

A. Endorsement as Additional Named Insureds of:

a. Landlord(s) and Manager and their partners,
directors, officers, employees, agents and representatives; and

b. All other Indemnitees named in the Contract.

B. Thirty (30) day prior notice of cancellation to each named insured.

The above insurances shall each contain the following wording verbatim:

Hub Properties Trust (Landlord(s)) and Manager, as Landlord's agent, are
interested in the maintenance of these insurances and it is agreed that these
insurances will not be canceled, materially changed or not renewed without at
least a thirty (30) day advance written notice to the Landlord c/o REIT
Management & Research, Inc., 400 Center Street, Newton, Massachusetts 02458.

The Contractor shall secure, pay for, and maintain Property Insurance
necessary for protection against loss of owned, borrowed, or rented capital
equipment and tools, including any tools owned by employees, and any tools,
equipment, stagings, towers, and forms owned, borrowed or rented by the
Contractor. The requirement to secure and maintain such insurance is solely for
the benefit of the Contractor. Failure of the Contractor to secure such
insurance or to maintain adequate levels of coverage shall not obligate the
Landlord or his agents and employees for any losses, and the Landlord and his
agents and employees shall have no such liability. The insurance policy for such
Contractor's insurance shall include a waiver of subrogation as follows:

"It is agreed that, in no event, shall this insurance company have any
right of recovery against the Landlord."

6. "All Risk" Builder's Risk Insurance: Waiver of
Subrogation

Tenant agrees that its contract with the Contractor
shall expressly provide that the Contractor and its
subcontractors waive all rights against the Landlord
(the Landlord under this Lease) and all other
Contractors and Subcontractors for damages caused by
perils covered by the Builder's Risk insurance, to be
obtained by Tenant as required by the Lease. The
Contractor and their Subcontractors shall also waive
all rights against the Landlord and all other
contractors and subcontractors for loss or damage to
any equipment used in connection with the Project and
covered by any property insurance. If the policies of
insurance refereed to in this Schedule require an
endorsement to provide for continued

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<PAGE> 87

coverage where there is a waiver of subrogation, the
owners of such policies will cause them to be so
endorsed at their expense and provide evidence of such
endorsement to the other parties.

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<PAGE> 88

EXHIBIT F

580 Virginia Drive Lease

LETTER OF CREDIT

To [LANDLORD]

Re: Our Irrevocable Letter of Credit
No.____________________________

We hereby establish our Irrevocable Letter of Credit No.____________
in your favor for the account of_______________________________________ up to an
aggregate amount of $________________________________ which is available by your
draft(s) at sight drawn on ______________________________Bank and accompanied by
the following:

1. The original Letter of Credit and all amendments,
if any.

2. Beneficiary's signed and notarized statement in
the form of Annex "1" attached hereto which forms an integral part of this
Letter of Credit.

This Letter of Credit sets forth in the full the terms of our
undertaking, and such undertaking shall not in any way be modified, amended or
amplified by reference to any document, instrument or agreement referred to
herein or in which this Letter of Credit is referenced to or to which this
Letter of Credit relates, and any such reference any such document, instrument
or agreement.

Drafts drawn under this Letter of Credit must be marked:
"Drawn Under _______________________ Bank Letter of Credit No.__________________
dated ________________________."

Partial draws under this Letter of Credit are permitted.

This Letter of Credit may be assigned by the Beneficiary, without
our prior consent, to any successor in interest of Beneficiary including,
without limitation, successors by purchase, merger, and foreclosure.

We hereby engage with you that draft(s) drawn under and in
compliance with the terms of this Letter of Credit will be duly honored upon
delivery of documents as specified above if presented to us on or before
____________________, when this Letter of Credit will expire. Drafts and
documents to be [delivered/mailed] to [_______________________] Bank, [address].

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<PAGE> 89

Unless otherwise expressly stated herein, this Letter of Credit is
subject to the Uniform Customs and Practice for Documentary Credits (1993
Revision, International Chamber of Commerce Paris France, Publication No. 500)
and engages us in accordance with the terms thereof.

Very truly yours,
[BANK]

By:
---------------------------------------------
Authorized Officer

Name:
-------------------------------------------

Title:
------------------------------------------
- vi -

<PAGE> 90

ANNEX "1"
to
LETTER OF CREDIT

COMMONWEALTH OF PENNSYLVANIA :
:
COUNTY OF___________________ :

On this, the________ day of_______________ , 199___, before me, the
subscriber, a notary public in and for the Commonwealth and County aforesaid,
personally appeared ________________________, who being duly sworn according to
law, represents, deposes and says:

1. He is a representative of [Landlord], a [__________
corporation], and is duly authorized to make the declaration contained herein.

2. [Landlord] is entitled to draw upon this Letter
of Credit in the amount of $____________________ either (i) because this Letter
of Credit will expire within twenty (20) business days or (ii) pursuant to the
provisions of that certain Agreement of Lease, dated as of______________ , as
amended, between_______________________, as Tenant and [_____________________ ],
as Landlord.

Witness my hand and seal this day and year aforesaid.

- ------------------------- ------------------------------------------------
Notary Public Signature of representative of [Landlord]
My Commission expires:

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<PAGE> 91

EXHIBIT G

580 Virginia Drive Lease

CONSTRUCTION DOCUMENTS

- viii -

<PAGE> 1
Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated November 17, 1999 (except Note 9, as to which the date
is February 8, 2000) in the Registration Statement (Form S-1) and related
Prospectus of Real Media, Inc. for the registration of shares of its common
stock.

/s/ Ernst & Young LLP

New York, NY
February 8, 2000

<PAGE> 1
Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated January 5, 2000 (except for Note 11, as to which the
date is February 8, 2000) in the Registration Statement (Form S-1) and related
Prospectus of Real Media, Inc. for the registration of shares of its common
stock.

/s/ ATAG Ernst & Young AG

Zurich, Switzerland
February 8, 2000

<PAGE> 1
Exhibit 23.4

February 8, 2000

I consent to being named as a person about to become a director of Real
Media, Inc. in the Registration Statement on Form S-1 of Real Media, Inc. being
filed on the date written above.

/s/ Hans Steiner

<PAGE> 1
Exhibit 23.5

February 8, 2000

I consent to being named as a person about to become a director of Real
Media, Inc. in the Registration Statement on Form S-1 of Real Media, Inc. being
filed on the date written above.

/s/ Heinz Wagli

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
SEPTEMBER 30, 1999 FINANCIAL STATEMENTS OF REAL MEDIA, INC. AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> SEP-30-1999
<CASH> 374
<SECURITIES> 0
<RECEIVABLES> 3,304
<ALLOWANCES> 229
<INVENTORY> 0
<CURRENT-ASSETS> 3,696
<PP&E> 582
<DEPRECIATION> 185
<TOTAL-ASSETS> 4,142
<CURRENT-LIABILITIES> 4,493
<BONDS> 0
0
0
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<TOTAL-LIABILITY-AND-EQUITY> 4,142
<SALES> 4,819
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<CGS> 1,862
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<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 2
<INCOME-PRETAX> (3,982)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,982)
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<NET-INCOME> (3,982)
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<EPS-DILUTED> (0.43)

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DECEMBER 31,
1998 FINANCIAL STATEMENTS OF REAL MEDIA, INC AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 639
<SECURITIES> 0
<RECEIVABLES> 924
<ALLOWANCES> 40
<INVENTORY> 0
<CURRENT-ASSETS> 1,548
<PP&E> 197
<DEPRECIATION> 86
<TOTAL-ASSETS> 1,670
<CURRENT-LIABILITIES> 1,642
<BONDS> 0
0
0
<COMMON> 8
<OTHER-SE> 20
<TOTAL-LIABILITY-AND-EQUITY> 1,670
<SALES> 2,103
<TOTAL-REVENUES> 2,103
<CGS> 868
<TOTAL-COSTS> 868
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25
<INCOME-PRETAX> (2,116)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,116)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,116)
<EPS-BASIC> (0.27)
<EPS-DILUTED> (0.27)

</TABLE>