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Consulting and Development Agreement - Sybase Inc. and First Virtual Holdings Inc.

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SYBASE PROFESSIONAL SERVICES CONTRACT

CONSULTING AND DEVELOPMENT AGREEMENT

THIS CONSULTING AGREEMENT entered into on the 16th day of August,
1996 between Sybase, Inc. ("Sybase"), a Delaware corporation with offices at 77
South Bedford Street, Burlington, MA 01803 and First Virtual Holdings Inc.
("Customer"), a Delaware corporation with offices at 11975 El Camino Real,
Suite 300, San Diego, CA 92130.

1. SERVICES TO BE PROVIDED

1.1 Sybase shall perform the consulting and/or development
services described in Schedule(s) mutually agreed upon, signed by both parties
and attached hereto (the "Services"). Customer may at any time request a
modification to the Services agreed to between the parties by written request
to Sybase specifying the desired modifications to the same degree of
specificity as in the original specifications. Sybase shall submit an estimate
of the cost for such modifications within seven (7) days of the receipt of such
request, and if accepted by Customer, such change in Services shall be
performed under the terms of this Agreement.

1.2 This Agreement shall commence as of the date set forth above
and shall continue, unless terminated as set forth herein. Customer may at any
time and for any reason terminate this Agreement or Schedule by providing at
least 7 days prior written notice to Sybase. Sybase may terminate this
Agreement upon written notice to Customer, if Customer breaches this Agreement
or any other agreement between Sybase and Customer and fails to correct the
breach within 7 days following written notice of such breach. Any termination
as contemplated above shall not affect the obligations of Customer to pay
Sybase for work performed prior to termination.

1.3 Sybase shall comply with all applicable laws in rendering the
Services.

2. FEES

2.1 As consideration for the performance of the Services, Customer
shall pay Sybase the fees set forth in the applicable Schedule attached hereto
plus expenses as provided in Section 2.2 below.

2.2 Customer will reimburse Sybase for (a) reasonable travel and
living expenses incurred by Sybase employees and subcontractors for travel from
Sybase's office in connection with the performance of this Agreement and (b)
any other expenses contemplated in the applicable Schedule.

2.3 With respect to software or other materials shipped by Sybase
to Customer hereunder, Customer shall pay all applicable shipping charges.
With respect to the Services (including any deliverables resulting from such
Services) Customer shall pay all applicable sales, use, personal property or
similar taxes, tariffs or governmental charges, exclusive of Sybase's net
income and corporate franchise taxes.

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2.4 Sybase shall invoice the Customer on a periodic basis as shown
in the applicable Schedule. The fees owing hereunder shall be payable within
30 days from the date of Sybase's invoice, provided that the work being
invoiced was performed prior to the date of the invoice.

2.5 Past due amounts owing from Customer shall bear interest at
the rate of 1% per month. Customer will reimburse Sybase for all reasonable
costs incurred (including reasonable attorneys' fees) in collecting past due
amounts owed by Customer.

3. WARRANTY

3.1 Sybase warrants that the Services will be performed by
qualified personnel in a professional manner conforming to generally accepted
industry standards and practices.

3.2 If in the course of providing the Services, Sybase is to
create for Customer any software (the "Developed Software"), then upon delivery
to Customer of the Developed Software in a form declared by Sybase in writing
to be of production quality, Sybase warrants that (a) for a period of one year
from such delivery, the software will operate substantially in conformance with
the specifications for such Developed Software, as referenced in the applicable
Schedule and (b) the media on which the Developed Software resides will be free
of defects in materials under normal use for 90 days from such delivery.

3.3 EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 3.1 AND 3.2, NO
EXPRESS OR IMPLIED WARRANTY IS MADE WITH RESPECT TO THE SERVICES OR GOODS TO BE
SUPPLIED BY SYBASE HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SYBASE DOES NOT
WARRANT THE RESULTS OF ANY SERVICES OR ANY DEVELOPED SOFTWARE OR THAT ALL
ERRORS IN THE DEVELOPED SOFTWARE WILL BE CORRECTED.

3.4 Customer warrants that it has the funds to pay for the Services being
provided hereunder

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4. CONFIDENTIALITY

4.1 "Confidential Information" includes all information identified
by legend as being proprietary or confidential or, if identified orally by the
disclosing party as proprietary or confidential and confirmed in writing within
30 days thereafter.

4.2 All Confidential Information shall remain the sole property of
the disclosing party.

4.3 Each party shall hold the Confidential Information of the
other in strict confidence, will not make any disclosures (including methods or
concepts utilized in the Confidential Information) without the express written
consent of the other, except to employees or consultants who agree to be bound
as Customer by the terms of this Section 4, and will take all reasonable steps
to maintain the confidentiality of all Confidential Information.

4.4 Items will not be considered to be Confidential Information if
(i) already available to the public other than by a breach of this Agreement;
(ii) rightfully received from a third party not in breach of any obligation of
confidentiality; (iii) independently developed by personnel or agents of one
party without access to the Confidential Information of the other; (iv) proven
to be already known to the recipient at the time of disclosure, or (v) produced
in compliance with applicable law or a court order, provided the receiving
party first gives the disclosing party reasonable notice of such law or order
and gives the disclosing party an opportunity to object to and/or attempt to
limit such production.

4.5 Each party shall treat the specific provisions of this
Agreement as Confidential Information.

4.6 This Section 4 shall survive any termination of this Agreement
and upon termination, at the written request of the disclosing party, the other
party shall return within 10 business days all originals and copies of
Confidential Information received from the disclosing party, except as provided
in Section 9.

5. INFRINGEMENT INDEMNITY

5.1 Subject to the limitations set forth below, Sybase at its own
expense shall (i) defend, or at its option settle, any claim, suit, or
proceeding against Customer on the basis of infringement of any United States
patent, trademark, copyright or trade secret by the Developed Software or use
thereof, and (ii) pay any final judgment entered against Customer or any
settlement agreed to in writing by Sybase on such issue in any such suit or
proceeding defended by Sybase.

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5.2 The obligations of Sybase under Section 5.1 above are subject
to (i) Sybase having sole control of the defense and/or settlement of any such
claim, suit or proceeding; (ii) Customer notifying Sybase promptly in writing
of each such claim, suit or proceeding and giving Sybase authority to proceed
as stated in Section 5.1; and (iii) Customer, at Sybase's request, giving
Sybase all information known to Customer relating to such claim, suit or
proceeding and cooperating with Sybase to settle and/or defend any such claim,
suit or proceeding, provided that Sybase shall reimburse Customer for all
reasonable out-of-pocket expenses incurred by Customer in providing such
information and cooperating with Sybase.

5.3 If all or any part of the Developed Software is, or in the
opinion of Sybase may become, the subject of any claim, suit or proceeding for
infringement of any United States patent, trademark, copyright or trade secret,
Sybase may, and in the event of any adjudication that the Developed Software or
any part thereof infringes any United States patent, trademark, copyright or
trade secret, or if the licensing or use of the Developed Software or any part
thereof is enjoined, Sybase shall, at its expense do one of the following
things: (i) procure for Customer the right under such patent, trademark,
copyright or trade secret to use or sub-license, as appropriate, the Developed
Software or the affected part thereof; or (ii) replace the Developed Software
or affected part thereof with other non-infringing software; or (iii) suitably
modify the Developed Software or affected part thereof to make it
non-infringing; or (iv) if none of the foregoing remedies are commercially
feasible, refund the aggregate payments paid by Customer for the affected
Developed Software or the affected part thereof, less reasonable depreciation
for use.

5.4 Sybase shall not be liable for any costs or expenses incurred
by Customer with respect to any infringement claim without Sybase's prior
written authorization. Sybase shall have no obligations under this Section 5
with respect to any claim to the extent it is based upon (i) other than use of
any version of the Developed Software other than the version most recently
provided to Customer by Sybase, if such infringement would have been avoided by
the use of such most recent version; or (ii) the combination, operation or use
of the Developed Software with software which was not provided by Sybase, if
such infringement would have been avoided in the absence of such combination,
operation or use; or (iii) the use of the Developed Software on or in
connection with a computer system other than the hardware and the operating
system software for which it is specifically developed without Sybase's prior
written approval.

5.5 This Section 5 states the entire liability and obligation of
Sybase and the exclusive remedy of Customer with respect to any alleged
infringement of a patent, copyright, trademark or trade secret by the Developed
Software or any part thereof or use thereof.

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6. INDEMNIFICATION

Subject to Section 11 below. Sybase agrees to indemnify Customer from
any and all losses, claims, damages and liability, including reasonable
attorneys' fees, arising out of injury to tangible personal property or persons
to the extent caused by the willful misconduct or negligent actions of Sybase's
employees and subcontractors while on Customer's premises. Customer agrees to
indemnify Sybase from any and all losses, claims, damages and liability,
including reasonable attorneys' fees, arising out of injury to tangible
personal property or persons to the extent caused by the willful misconduct or
negligent actions of Customer's employees and subcontractors while Sybase
employees and subcontractors are on Customer's premises.

7. INSURANCE

7.1 Sybase shall maintain, and shall require that its
subcontractors maintain, during the term of this Agreement, workers'
compensation coverage in compliance with the laws of the state in which the
Services are to be performed. Sybase also will maintain:

- Automobile Liability Insurance in the amount of $ 1,000,000 for each
occurrence, with respect to all vehicles used in connection with the Services;
and

- Comprehensive General Liability Insurance in the amount of
$2,000,000 for each occurrence.

7.2 At the request of Customer, Sybase shall provide Customer with
certificates of insurance showing the insurance specified in Section 7.1 to be
in effect.

8. PERSONNEL
8.1 Sybase shall assign employees with qualifications suitable for
the work described in an applicable Schedule. It may replace or change
employees as required.

8.2 For the term of each Schedule and for 12 months thereafter,
Customer agrees not to solicit or retain the services of any person who is an
employee of Sybase who was engaged in rendering services under such Schedule.

8.3 While on Customer's premises, Sybase's employees and
subcontractors will comply with all reasonable security practices and
procedures generally prescribed by Customer. Sybase employees will not be
required to sign any waivers, releases or other documents to gain access to
Customer's premises in connection with work performed under this Agreement and
any such waivers, releases, or other documents shall be invalid and have no
effect.

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9. DEVELOPED SOFTWARE AND DOCUMENTATION

9.1 Ownership of the Developed Software and/or related
documentation which Sybase develops pursuant to any Schedule shall be as
described in the applicable Schedule.

9.2 When Sybase owns the Developed Software, Sybase grants to
Customer a nonexclusive, perpetual, non-transferable royalty free license to
use the Developed Software internally. Customer may copy the Developed
Software and related documentation as required for internal use, provided that
any copies must contain Sybase's copyright and proprietary notices and may not
be provided to any third party, unless acting as Customer's agent or employee
and under agreement with Customer restricting the employee or agent from
providing the Developed Software or documentation to third parties. No title
shall pass to Customer with respect to any Developed Software, or
documentation. The license to Customer under this paragraph is subject to
payment in full, of all Services performed in creating the Developed Software
or portions thereof.

9.3 When Customer owns the Developed Software, it shall be
considered to be a "Work for Hire" and Customer shall have all rights of
ownership in the Developed Software, except to the extent that any of Sybase's
previously developed proprietary software ("Sybase's Proprietary Software"), is
embedded in the Developed Software, Sybase's Proprietary Software shall remain
the exclusive property of Sybase and Customer shall have no ownership interest
therein. Customer shall have a nonexclusive right to use Sybase's Proprietary
Software to the extent embedded in the Developed Software. Sybase shall
receive no rights in the Developed Software, except as otherwise agreed in the
applicable Schedule. The ownership and copyright provided under this
paragraph, is subject to payment in full of all Services performed in creating
the Developed Software or portions thereof

9.6 Nothing in this Agreement shall be deemed to expand or
otherwise modify Customer's rights or obligations under any existing Software
License Agreement with Sybase.

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9.7 Sybase may deem it necessary, in the course of performing the
Services, to use certain Sybase's proprietary software and accompanying
documentation the development of software on Customer's computer systems
("Sybase Tool Kit"). Sybase's Tool Kit will not be embedded in the Developed
Software. Except for the specific viewing and use as set forth in the next
sentence Customer will not use for any purpose, relicense copy in whole or in
part, except for an archival copy or copies made in the course of automatic
backups, modify, reverse engineer, decompile or disassemble the Sybase Tool
Kit. Customer shall restrict access by Customer's employees and agents to the
Sybase Tool Kit such that only those employees and agents who are authorized by
Sybase to view or use the Sybase Tool Kit are granted access. Any information
gained by such use shall be covered by the Confidentiality paragraph below.
The Sybase Tool Kit is owned by Sybase or its suppliers who shall at all times
retain all rights, title and interest therein. Upon termination of this
Agreement Sybase will remove the Sybase Tool Kit from Customer's system
including archival or automatic backup copies. Customer will certify in
writing to Sybase that no other copies of the Sybase Tool Kit remain in
Customer's possession.

10. ARCHIVAL COPY OF CUSTOMER-OWNED SOFTWARE

If Customer is to own the Developed Software, upon completion of the
Developed Software or termination of this Agreement, Sybase may, but is not
required to keep a copy of the Developed Software and any related materials.
Sybase warrants that the copy, and any additional copies Sybase makes, shall not
be sold, licensed, sublicensed or in any way disseminated to third parties.

11. LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5, THE TOTAL LIABILITY, IF
ANY, OF SYBASE INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT,
TORT, BREACH OR FAILURE OF WARRANTY, OR OTHERWISE SHALL NOT IN ANY EVENT EXCEED
THE FEES PAID BY CUSTOMER UNDER THIS AGREEMENT OR $1,000,000, WHICHEVER IS
LESS. SYBASE, ITS SUBSIDIARIES AND ITS LICENSORS SHALL NOT BE LIABLE FOR LOSS
OF PROFITS, LOSS OR INACCURACY OF DATA, LOSS DUE TO DELAY IN PERFORMANCE OR
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 11 SHALL SURVIVE
TERMINATION OF THIS AGREEMENT.

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12. GENERAL

12.1 For the purposes of this Agreement, Sybase is an independent
contractor, and neither party shall be deemed the agent of the other. All
persons employed by Sybase shall be its employees or subcontractors and shall
not be deemed employees of Customer. Sybase assumes exclusive liability for
all contributions, taxes or payments required to be made because of such
employees or subcontractors by the federal and state Unemployment Compensation
Acts, Social Security Acts and all amendments thereto, and by all other current
and future acts, federal or state, requiring payment by Sybase on account of
such employees or subcontractors performing the Services under this Agreement.

12.2 This Agreement may not be assigned by either party without the
prior written consent of the other party, except that Sybase shall have the
right to assign its rights to payment hereunder.

12.3 This Agreement, together with the schedules and addenda
hereto, and purchase orders issued hereunder, constitute the entire agreement
of the parties and supersede all previous and contemporaneous communications,
representations, understandings or agreements with respect to the subject
matter hereof. This Agreement may be modified only in a writing designated as
an amendment and signed by both parties. In the event of any inconsistency
between this Agreement and a purchase order, this Agreement shall prevail
unless expressly otherwise agreed by the parties in writing. Purchase orders
shall be binding upon Sybase only if consistent with this Agreement and with
respect to: the designated services ordered and fees therefor; payment terms;
site for performance of services; and delivery dates set forth on the face side
of or a special attachment to the order. Printed terms on or attached to any
such purchase order shall be void and of no effect.

12.4 No delay, failure or default in performance of any obligation
of either party hereunder, excepting all obligations to make payments
hereunder, shall constitute a breach of this Agreement to the extent caused by
force majeure.

12.5 The failure or delay by either party to enforce the terms of
this Agreement shall not be deemed a waiver of such term.

12.6 All notices relating to this Agreement shall be in writing and
delivered by courier or hand or sent to the other party by first class prepaid
mail with return receipt requested, to the address of such party specified
above (addressed in the case of Sybase to the attention of its Legal
Department, 77 South Bedford Street, Burlington, MA 0 1 803) or specified by
such party in accordance with this Section, and shall be deemed received on
actual receipt.

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12.7 This Agreement is subject to any governmental laws, orders or
other restrictions ("Export Requirements") on the export of Developed Software
and related information and documentation that may be imposed by the
governments of the United States. Customer will not commit any act or omission
which will result in a breach of any such Export Requirements and will not
export the Developed Software or any related information or documentation
outside the United States without prior written notice to Sybase.

12.8 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF
THE STATE OF CALIFORNIA EXCLUDING ITS CONFLICT OF LAWS RULES. CUSTOMER SUBMITS
TO THE JURISDICTION OF THE STATE OF CALIFORNIA AND THE STATE AND FEDERAL COURTS
LOCATED WITHIN THE COUNTY OF ALAMEDA AND/OR SAN FRANCISCO WITHIN THE STATE OF
CALIFORNIA. SERVICE OF PROCESS COMMENCING ANY SUIT RELATING TO THIS AGREEMENT
IN SUCH COURTS MAY BE MADE ON EITHER PARTY IN THE MANNER SPECIFIED IN SECTION
12.6 ABOVE FOR NOTICE. If any provision of this Agreement is held by a court
of competent jurisdiction to be unenforceable, such unenforceability shall not
affect the enforceability of the remaining provisions of this Agreement, and
the parties shall substitute for the affected provision an enforceable
provision which approximates the intent and economic effect of the affected
provision as closely as possible.

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ADDENDUM TO SYBASE PROFESSIONAL SERVICES CONTRACT

THIS ADDENDUM ("Addendum") entered into as of August 16, 1996, supplements
and amends the terms of the Sybase Consulting and Development Agreement
("Agreement") dated August 16, 1996 between Sybase, Inc. ("Sybase") and
First Virtual Holdings Inc. ("Customer"). Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Agreement.

Customer and Sybase agree as follows:

1. SERVICES TO BE PROVIDED

(a) In Section 1.2, second sentence, line 4, delete after the word
"Agreement" the words "or any other agreement between Sybase and Customer".

(b) In Section 1.2, second sentence, line 5, delete and replace the term
"7 days" with "10 days".

2. FEES

(a) In Section 2.2, add the following sentence at the end of the first
sentence, line 3.

"Sybase shall secure Customer's oral consent prior to
assigning any Sybase personnel from outside California for
Rendering of Services."

(b) In Section 2.4, sentence 1, line 1, after the term "periodic basis"
insert the following words:

"..., but not more frequently than once a month, ..."

(d) In Section 2.5, sentence 1, line 1, delete after the term "rate of"
the words "1% per month Customer will reimburse Sybase for all reasonable
costs incurred (including reasonable attorneys' fees) in collecting past due
amounts owed by Customer" and insert the term "0.75% per month".

5. INFRINGEMENT INDEMNITY

(a) In Section 5.3, on line 13, delete after the term "part thereof" the
words "less reasonable depreciation for use".

6. INDEMNIFICATION

(a) In Section 6, sentences 1 and 2, lines 3 and 6, insert the term "or
gross negligence" after the term "willful misconduct".

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7. DEVELOPED SOFTWARE AND DOCUMENTATION

(a) In Section 9.1, sentence 1, line 2, after the word "shall be" delete
the term "described in the applicable Schedule" and insert the term "as
determined by this Section 9".

(b) Renumber Section 9.4 to read 9.6.

(d) Insert a Section 9.4 in the Agreement and include the following
language:

"The parties agree that absent any notice from Sybase to the contrary
and prior to the development of any Developed Software, all Developed
Software is owned by Customer and is subject to the provisions of
Section 9.3 in the Agreement. Sybase must notify Customer prior to
the development of Developed Software that is to be owned by Sybase
and Customer has the right to terminate this Agreement as to the
project that would produce the Developed Software that Sybase intends
to own."

(e) Insert Section 9.5 in the Agreement and include the following
language:

"Sybase agrees that Customer owns all rights, title and interest,
including but not limited to copyrights, patents, trade secrets, and
all other intellectual property rights in the First Virtual Internet
Payment System ("FVIPS") and any changes, modifications or corrections
to FVIPS to include by way of definition and not limitation any
changes, modifications or derivative works created. If Sybase is ever
held or deemed to be the owner of any copyright rights in FVIPS, of,
any changes, modifications or corrections to FVIPS, then Sybase hereby
irrevocably assigns to Client all such rights, title and interest and
agrees to execute all documents necessary to implement and confirm the
letter and intent of this Section."

8. GENERAL

(a) In Section 12.6, sentence 1, line 4, insert the term "(all notices to
Customer must be directed to Lee H. Stein, Chairman and CEO with a copy to
Philip H. Bane, General Counsel)" before the term "or as specified by such
party".

(b) In Section 12.8, line 4, delete the words "ALAMEDA AND/OR SAN
FRANCISCO" and insert the term "SAN DIEGO".

[PAGE BREAK INTENTIONALLY INSERTED]

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(c) Add Section 12.9 and include the following language:

"Any controversy or claim arising out of or related to this Agreement,
with the exception of injunctive relief sought by either party, shall
be submitted to arbitration before an arbitrator sitting in San Diego,
CA. The arbitrator shall be mutually agreed upon by the parties, or
if the parties cannot agree upon an arbitrator within thirty (30) days,
to an arbitrator selected by Judicial Arbitration and Mediation
Services, Inc. ("JAMS"). The arbitration shall be conducted under the
rules then prevailing of JAMS. Each party shall pay its own
attorneys' fees and costs. The award of the arbitrators shall be
binding and may be entered as a judgement in any court of competent
jurisdiction. Each Party shall be responsible for their own expenses
associated with the arbitration or any dispute, to include attorneys
fees and arbitrator fees.

Except as amended above, the Agreement shall remain in full force and effect.

AGREED AND ACCEPTED: AGREED AND ACCEPTED:

SYBASE, INC. First Virtual Holdings Inc.
("CUSTOMER")

BY: Robert Epstein BY: Lee H. Stein
-------------------- --------------------

TITLE: Practice Manner TITLE: President

DATE: 8/16/96 DATE: 8/16/96
------------------ ------------------

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SCHEDULE A

This Schedule A shall be governed by the terms and conditions of the Consulting
and Development Agreement between Sybase, Inc. ("Sybase") and First Virtual
Holdings Inc. ("Customer") dated August 16, 1996

PROJECT PLAN

STATEMENT OF WORK:

The following represents the work to be performed by Sybase relative to
Customer's Internet Payment System Version 3.0 project, including all Customer
requirements pertaining to such work.

Sybase Consultants will act as supplemental staffing to support FV's migration
to IPS Version 3.0. The scope of work we expect to be involved with is as
follows.

0.1. OUR UNDERSTANDING OF YOUR NEEDS

To support First Virtual's growth, the Internet Payment System
requires a more robust architecture. The current Internet Payment
System which exists on a Sun flat-file based system is inadequate to
support First Virtual's requirements in the areas of scalability,
automation, maintenance and reliability.

Sybase's proposal directly addresses the business need for a more
robust information technology architecture which will result in a
custom solution which delivering the required database access.

Business Requirements

The Internet Payment System tracks account information and credit card
data transaction status. This data must be available to both the
"Above the Line (ATL)" SGCS ("Simple Green" Commerce Server) and "Below
the Line (BTL)" Switch Server systems on a timely and reliable basis.
First Virtual's current system uses email to automatically authorize
new customers. For analysis and accounting reasons this information
must be 100% accurate and delivered within business cycle
requirements.

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TECHNICAL REQUIREMENTS

The solution must address the following technology issues:

o Integration of information from the TCL applications

o Port of TCL code which accesses flat files to utilize SYBTCL

o Scaleable database design to support the applications,
accounts, transactions and related SGCS entities currently
stored in Unix file systems.

o Scaleable database design to support accounts, pending
transactions, transfer/refund, bankcard transaction and the
us-ach transaction database and related SWITCH entities stored
in Unix file systems.

0.2. PROJECT SCOPE

For the scope of this project, we are proposing that we partner with
First Virtual Holdings Inc. to refine the requirements, analyze the
alternatives and port the existing application to support access to
Sybase dataservers for the Internet Payment System. We will proceed
to develop, test and deliver a set of applications which will access
dataservers in both the ATL and BTL systems.

0.3 THE SPS DEVELOPMENT APPROACH

This section summarizes the Development effort that Sybase and First
Virtual Holdings Inc. will execute for the Internet Payment System
Project.

First Virtual Holdings Inc.'s requirements can be summarized as
follows:

BUSINESS REQUIREMENTS

o Account information and credit card information
reliably distributed to the required systems

o Port of all code which currently accesses flat file
structures to use SYBTCL to access relational
structures on Sybase.

TECHNOLOGY REQUIREMENTS

o Platforms must be high reliability and low maintenance

o Integration of required application components (current
TCL applications)

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APPLICATION REQUIREMENTS

o TCL and SYBTCL

o Sybase SQL Server 11.01

o Sun Solaris 2.x

o Others to be determined during the project

DATA REQUIREMENTS

o Storage and retrieval API for persistent data entities
currently being stored as hierarchical Unix file system
structures

o Reliability, integrity and data maintenance management

o SUPPORT REQUIREMENTS

o Configuration management of software and technology components

o System monitoring, administration and management

0.4 SUMMARY OF TASKS AND DELIVERABLES

Project Management

o Project Plan - Prepare and maintain a current project plan.

o Project Manager will be responsible for managing time and
scheduling for the nine Sybase resources and one First Virtual
employee.

DELIVERABLES:

o Planned periodic status reviews which are focused on resolving
issues and reporting status.

o Cycle reviews designed to keep First Virtual sponsors involved
in the status, successes and issue resolution.

DATA ARCHITECTURE REQUIREMENTS

o Data Requirements and Options - Document the data distribution
requirements.

o Application Requirements and Options - Document specific
application technology constraints as specified by First
Virtual's requirements.

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o Technology Requirements and Options - Document and diagram the
technology requirements for the SWITCH, the SGCS server and
interfaces.

o Support Requirements and Options - Document data, application
and technology support requirements such as configuration,
monitoring and maintenance.

DELIVERABLES:

o Application requirements document defining the results of the
above tasks.

PHYSICAL ARCHITECTURE

o Design of Physical Architectures - Physical database design,
physical application architecture and interfaces.

o Testing Plan - Outline the required tests to verify the
architecture compliance with the requirements.

DELIVERABLES:

o High level and detailed design documents defining the results
of the above tasks.

o Entity Relationship Diagrams (ERD's) of all ATL and BTL
databases.

o System Operations Guide to Sybase ATL and BTL interfaces and
production database operations.

APPLICATION/INTERFACES DEVELOPMENT

o Design of Applications - Design the program structure, define
functions and data to be accessed. Define and create SYBTCL
modules.

o Analysis of Interfaces Alternatives - Analysis of options
which meet the interface requirements.

o Design of Interfaces - Design the program structure, define
functions and other applications data to be accessed. Define
and create generic modules which can be re-used as objects
throughout interface development life cycle.

o Testing Plan - Outline the required tests to perform unit
testing.

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DELIVERABLES:

o Application design documents defining the results of the above
tasks and completed application.

o Completed application interface code using the SYBTCL API to
store and retrieve data from Sybase databases where data was
formerly stored and retrieved from Unix file system
structures. Also, completed coding of Sybase stored
procedures and an implemented database schema.

APPLICATION TESTING/BENCHMARKS

o Testing Plan - Outline the required tests to perform system
integration and functional testing.

o Integration of Applications/Interfaces - Create scripts and
perform system integration testing of all program modules and
interfaces.

o Benchmark tests - Create scripts to analyze performance based
upon key transactions of the application. Run benchmarks and
document results.

DELIVERABLES:

o Documents defining test and benchmark results.

o Scripts for benchmarking application performance.

o Scripts for integration testing of ATL and BTL applications.

QUALITY MANAGEMENT

o Quality Plan - Prepare and maintain a current quality plan.

o Define Code Change Control processes for the Version 3.0 team.
Sybase will not be responsible for integration of code changes
made by persons other than the ten members of the Version 3.0
team. In other words, the Management Change Control Process
will be administered by First Virtual.

o Project Review checklists and reports prepared at each project
milestone

DELIVERABLES:

o Quality plan defining the results of the above tasks.

o Change control mechanisms to identify, quantify prioritize and
track changes within the Version 2.0 to 3.0 migration process.

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<PAGE> 18
The following represents the work to be performed by Sybase relative to
Customer's Internet Payment System Version 4.0 project

Sybase Consultants will act as supplemental staffing to support FV's migration
to IPS Version 4.0. The scope of work we expect to be defined by November
timeframe. We expect to begin working on this project in December and be
engaged for three months with five to six Sybase consultants working with FV
and SAIC.

Is software being developed by Sybase under this Project? YES X NO (If yes,
Paragraphs 1, 2, & 3 below apply)

OWNERSHIP OF DEVELOPED SOFTWARE/DOCUMENTATION

Description of Developed Software Owner

1. IPS V3.0 1. First Virtual Holdings Inc.

2. IPS V4.0 2. First Virtual Holdings Inc.

Description of Documentation Owner

1. IPS V3.0 1. First Virtual Holdings Inc.

2. IPS V4.0 2. First Virtual Holdings Inc.

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21
<PAGE> 19
STAFFING, FEES, EXPENSES AND PAYMENTS:

Resource Utilization estimates for IPS Version 3.0:

ATL Develop- ATL Testing BTL Development and Testing Production
ment Deployment
T
o
t
a
A A A S S S S S O O O O N N N N l
u U u e e e e e c c c c o o o o
g g g p p p p p t t t t v V V V D
a
1 1 2 0 0 1 2 3 0 1 2 2 0 1 1 2 t
Project Resources 2 9 6 3 9 6 3 0 7 4 1 8 4 1 8 5 a

Project Manager
5 5 5 4 5 5 5 0 5 5 5 5 5 5 5 3 72

SYBTCL Developer 1
5 5 5 4 5 5 5 5 5 5 2 2 2 2 2 2 61

SYBTCL Developer 2
5 5 5 4 5 5 5 5 5 5 49

SQL Developer
5 5 5 4 5 5 5 5 5 44
Sybase Tools
Developer/Tester 5 5 5 4 5 5 5 5 5 5 4 4 5 5 5 3 75

Internet Solutions
Specialist 2 2 2 2 8
Physical Design
Specialist 1 2 2 1 2 2 2 12
QA Manager
5 4 5 5 5 5 5 5 5 5 5 54
Documentation
Specialist 5 5 5 5 20
Production
Operations Specialist 5 4 5 5 5 5 5 5 5 5 5 5 5 3 67

Grand Total Days 462

To assume 50-hr. work weeks, multiply by 1.25, therefore:

462 x 1.25 = 577.50 days

The resource estimates are based on the statement of work included in this
addendum. Each of these roles is required to complete the project defined. We
expect that some of the roles may be filled by SAIC or First Virtual. These
estimates may change based on a change in scope, changes in direction from
First Virtual, or modifications to the staffing assumptions. We will provide
First Virtual with weekly status report which will document any of the above
changes and their impact to these estimates.

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<PAGE> 20
Resource Rate Estimates for IPS Version 3. 0:

Standard Est. Cost at
Resource Rate Days Standard Rate FV Cost
-------- -------- ---- ------------- ---------

Project Manager $ 2,000 72 $144,000 $ 86,400

SYBTCL Developer 1 $ 1,600 61 97,600 73,200

SYBTCL Developer 2 $ 1,600 49 78,400 58,800

SQL Developer $ 1,600 44 70,400 52,800

Sybase Tools Developer, $ 1,250 75 93,750 67,500
Tester and Production
DBA

Internet Solutions $ 1,600 8 12,800 9,600
Specialist

Physical Design $ 2,000 12 24,000 14,400
Specialist
QA Manager $ 1,600 54 86,400 64,800
Documentation $ 700 20 14,000 11,200
Specialist
Production Operations $ 1,600 67 107,200 80,400
Specialist

Total Cost 462 $728,550 $519,100

To assume a 50-hr. work week, multiply by 1.25, therefore:

$728,550 x 1.25 = $910,687 at standard rates

$519,100 x 1.25 = $648,875 at FVs discounted rates

Services will be performed on site at First Virtual in Del Mar unless otherwise
requested by the Customer.

AND

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<PAGE> 21
For the Services. Sybase shall be compensated at the following rates:

Our consulting fees are based on an eight (8) hour workday, with
overtime billable at one-eighth (1/8) the daily rate noted below.

Title Standard Rate Discount Discounted Rate
----- ------------- -------- ---------------

Architect $2,500 52% $1,200
Principal Consultant $2,000 40% $1,200
Senior Consultant $1,600 25% $1,200
Consultant $1250 28% $ 900
Associate Consultant $ 700 20% $560

Reasonable travel and lodging expenses will be billable at cost.
Expenses for materials purchased directly for First Virtual's benefit
will be pre-approved by First Virtual and billable at cost. All fees
and expenses will be billed on a monthly basis and such invoices
will be due and payable Net Forty Five (45) Days.

We are providing these discounted rates to First Virtual based on
their partnership relationship with Sybase and based on the commitment
of using 5-6 Sybase consultants for at least 6 months. The
approximate cost for this level of commitment is (6 consultants) x (26
weeks) x (5 days/wk) x ($1200/day) = $936,000.

Sybase shall commence performance of the Services on or before August 12, 1996.
If any dates are set forth above by which Sybase is to complete the Services or
certain aspects of the Services, the parties recognize that such dates are
target dates only and there is no assurance that such dates will be met.
Moreover, the parties recognize that Sybase's ability to meet any such dates
may be dependent upon Customer satisfying its obligations hereunder in a timely
manner.

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<PAGE> 22
To the extent that the Services described above include Developed
Software, the following provisions will apply:

1. Sybase shall produce a detailed design specification to be
reviewed and approved by Customer. The design specification shall be based on
customer's requirements as outlined in the Statement of Work above. The first
draft of the design specifications shall be delivered to Customer on or before
September 30, 1996 (the "Delivery Date"). Customer shall have 5 days from the
Delivery Date to notify Sybase in writing of any changes to the design
specifications Customer believes are required to meet Customer's Requirements.
Failure to provide any such changes within the specified time period shall mean
that the design specifications as submitted by Sybase have been approved by
Customer. If changes are required by Customer, then the revised design
specifications shall be delivered to Customer as soon as reasonably possible,
taking into account the number of changes requested. Upon receipt of the
revised design specifications, Customer shall have another comparable period of
time to approve or disapprove the design specifications. If the design
specifications are disapproved, Sybase has the right to terminate this
Agreement.

2. Customer shall have 5 days from delivery of the version of the
Developed Software designated by Sybase as "Production" (the "Acceptance
Period") to undertake acceptance testing. If in the course of performing the
acceptance testing, Customer determines that the Developed Software does not
comply with the design specifications approved pursuant to the preceding
paragraph #1, it may deliver written notice to Sybase during the Acceptance
Period setting forth in detail the defects to be corrected, in which case
Sybase will undertake to correct the defects and redeliver the software to
Customer. Upon receipt of such corrected Developed Software, Customer shall
have another Acceptance Period as set forth above for further acceptance
testing. Failure by Customer to provide written notice of any defects within
any Acceptance Period shall mean that the Production version of the Developed
Software as delivered by Sybase has been accepted by Customer.

3. Sybase shall provide one copy of the production version of the
Developed Software (or the corrected version if necessary) to Customer together
with a copy of the source code therefor.

AGREED AND ACCEPTED: AGREED AND ACCEPTED:

SYBASE, INC. First Virtual Holdings Inc.
("CUSTOMER")

BY: Robert Epstein BY: Lee H. Stein
------------------------- -------------------------

TITLE: Practice Manager TITLE: PRESIDENT
---------------------- ----------------------

DATE: 8/16/96 DATE: 8/16/96
---------------------- -----------------------

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