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                                                                    EXHIBIT 10.8

          LETTER OF AGREEMENT BETWEEN CYBERGOLD AND EARTHLINK NETWORK

CyberGold and EarthLink Network, Inc. agree to extend their partnership as
follows:

PURCHASE INCENTIVE PROGRAM:
CyberGold will provide the mechanism for an EarthLink mall-wide and site-wide
purchase incentive program. The program will reward EarthLink users for
any purchase performed with an EarthLink Partner Merchant through the EarthLink
site. The rewards will take the form of rebates paid by EarthLink to consumers
in CyberGold currency, with the rewards deposited into users' online CyberGold
accounts. EarthLink will determine the percentage of the rebates, which may
change over time, and EarthLink will pay to CyberGold the rebate amounts, which
CyberGold will in turn credit to the users' CyberGold accounts. In addition to
paying the rebate sums, EarthLink will pay CyberGold a transaction-processing
fee of $[***]* for each incentive rebate transaction processed through this
program. Further, EarthLink will pay CyberGold a one-time non-recurring
engineering and setup fee of $[***]* upon executing this agreement. All
other billing associated with this program will be done monthly, with net 30
payment terms.

ADDITIONAL PROGRAMS AND CONSIDERATIONS:
Revenue Sharing: If EarthLink introduces CyberGold to a merchant, and that
merchant, as a result of EarthLink's introduction, chooses to run an incentive
promotion program with CyberGold off of the EarthLink site (e.g. at the
CyberGold site or at partner sites), then CyberGold will pay to EarthLink
[***]*% of the transaction fee revenue generated by that merchant's CyberGold
incentive programs during the term of this agreement.

If at some future time EarthLink Partner Merchants offer users CyberGold
incentive rewards on the EarthLink site for which the Partner Merchants pay,
EarthLink and CyberGold will share the transaction fees generated by those
reward transactions as follows. In cases where EarthLink originally acquired the
merchant and brought the merchant to the EarthLink-CyberGold partnership,
EarthLink will earn [***]*% of the transaction fee and CyberGold will earn
[***]*% of the transaction fee, with a minimum fee to CyberGold of $[***]*. In
cases where CyberGold originally acquired the merchant and brought the merchant
to the EarthLink-CyberGold partnership, CyberGold will earn [***]*% of the
transaction fee and EarthLink will earn [***]*% of the transaction fee, with a
minimum fee to CyberGold of $[***]*. At present we do not know what such fees
will be, since at present EarthLink will be paying the entire consumer reward.

Sprint Promotions: CyberGold and EarthLink will run co-promotions using
CyberGold incentive rewards to drive adoption of Sprint Long Distance, Sprint
PCS, and Sprint/EarthLink ISP services. These promotions will run at the
EarthLink site, at the CyberGold site, and broadly at other Internet Partner
sites and on banners throughout the Internet. The specific reward amounts, fee
structures, and terms of these promotions have yet to be determined.

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* Confidential Treatment Requested. Confidential portion
  has been filed with the Securities and Exchange Commission.
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Micropayments: CyberGold will develop a micropayment-billing product that
requires minimal action by EarthLink I.S. resources to implement. CyberGold
will aggregate microbillings on the CyberGold server and ship data to EarthLink
regularly, at periods to be determined. EarthLink will add these aggregated
microbillings to the monthly credit card billings that EarthLink already makes
to each of its ISP customers. Once this micropayment billing system is
operational, EarthLink will assist CyberGold with promoting it to EarthLink
Partner Merchants. EarthLink's participation is contingent upon a technical
feasibility evaluation by EarthLink's MIS staff.

Exclusivity: With the exception of FreeRide, with whom EarthLink is already
doing Business, CyberGold will be the exclusive incentive-payment and loyalty
program provider for Earthlink during the term of this agreement. CyberGold
will not promote AT&T, MCI Worldcom or any non-EarthLink Internet or online
access service (excepting only AOL's Instant Messenger or related services
service, and any access service to be offered by Qwest in the future) on the
CyberGold site during the term of this agreement.

Partnership: CyberGold will become an EarthLink Platinum Partner. Fees for this
status are still to be determined.


PR Activities: EarthLink and CyberGold will issue joint Press Releases and
engage in other joint PR activities to promote the purchase rebate program, and
other programs they undertake together in the future.

Term:

This agreement is valid for one year and is renewable by EarthLink in the event
CyberGold earns net revenues of $[***]* or greater from all sources relating
to the promotions contemplated herein.


Agreed:

/s/ HOWARD LEFKOWITZ                    /s/ NAT GOLDHABER
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    Howard Lefkowitz                        Nat Goldhaber
    VF Business Development                 CEO
    EarthLink Network, Inc.                 CyberGold

    Dated:  8/7/98                          Dated: 8/10/98
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