AGREEMENT TO EFFECT ORDERLY LIQUIDATION



                          OF MESSAGEMEDIA EUROPE, B.V.



                   BY AND BETWEEN MESSAGEMEDIA EUROPE, B.V.,



                               MESSAGEMEDIA, INC.,



                        MESSAGEMEDIA US/EUROPE, INC. AND



                                  @viso LIMITED







                                DATED MAY 9, 2001





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         AGREEMENT TO EFFECT ORDERLY LIQUIDATION OF MESSAGEMEDIA EUROPE, B.V., a

Netherlands corporation (together with its subsidiaries, the "JOINT VENTURE"),

dated May 9, 2001, by and between the JOINT VENTURE, MESSAGEMEDIA, INC., a

Delaware corporation ("MESSAGEMEDIA US"), MESSAGEMEDIA US/EUROPE, INC., a

Delaware corporation wholly-owned by MessageMedia US ("MESSAGEMEDIA SUB," and,

collectively with MessageMedia US, "MESSAGEMEDIA"), and @VISO LIMITED, a company

incorporated under the laws of England and Wales ("@viso") (this "AGREEMENT").



         WHEREAS, MessageMedia, MessageMedia Sub and @viso are parties to that

certain Shareholders Agreement, dated March 7, 2000, pursuant to which they are

associated as shareholders of the Joint Venture (the "SHAREHOLDERS AGREEMENT");



         WHEREAS, MessageMedia US and the Joint Venture are parties to that

certain Master License and Services Agreement, dated March 10, 2000, referred to

in Section 1(c) of the Shareholders Agreement (the "LICENSE AGREEMENT");



         WHEREAS, @viso and the Joint Venture are parties to that certain Credit

Agreement, referred to in Section 1(d) of the Shareholders Agreement (the

"CREDIT AGREEMENT");



         WHEREAS, MessageMedia US and @viso are parties to that certain Loan

Agreement, dated March 7, 2000, referred to in Section 1(e) of the Shareholders

Agreement (the "LOAN AGREEMENT");



         WHEREAS, the Joint Venture, MessageMedia and @viso desire to effect the

orderly liquidation of the Joint Venture, and to terminate the Shareholders

Agreement, License Agreement, Credit Agreement and Loan Agreement, to the extent

and upon the terms and conditions hereinafter set forth.



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein set forth, the parties hereby agree as follows:



1.       INITIAL PAYMENTS.



         (a) No later than May 11, 2001 (the "FUNDING DATE"), @viso will

contribute to the Joint Venture $2,000,000 (US dollars) (the "@viso CONTRIBUTED

AMOUNT") by wire transfer of immediately available funds to an account

designated by the Joint Venture, which funds shall be used to satisfy (i) all

creditors' and employees' claims of the Joint Venture and any accounting, audit

or legal fees and expenses incurred by the Joint Venture in connection with its

shut down and liquidation, (ii) that certain e1,239,393 (euros) obligation due

@viso by the Joint Venture as a result of services provided to the Joint Venture

by @viso pursuant to Section 2(d) of the Shareholders Agreement, and (iii) all

reimbursable expenses and monthly license and support fees earned by

MessageMedia US through the date hereof pursuant to the License Agreement, but

excluding: (x) any and all severance payments due David Ehrenthal, the Chief

Executive Officer of the Joint Venture, (y) obligations due pursuant to that

certain $5,300,000 promissory note, issued in March 2000 and used by the Joint

Venture to purchase technology pursuant to Section 1.29 of the License Agreement

(the "$5,300,000 NOTE"), and (z) any and all expenses, costs, fees or other

obligations not specifically identified above due either to @viso or

MessageMedia US (hereafter these claims, obligations, expenses and fees,

including those







                                       1.

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referred to in (i), (ii) and (iii) above, but excluding those referred to in

(x), (y) and (z) above, shall be referred to as the "SHUTDOWN COSTS").



         (b) On the Funding Date, @viso will loan MessageMedia US $2,000,000

(the "MESSAGEMEDIA CONTRIBUTED AMOUNT" and, collectively with the @viso

Contributed Amount, the "CONTRIBUTED AMOUNTS"), pursuant to the terms of the

MessageMedia Contributed Amount Note attached hereto as Exhibit A (the

"CONTRIBUTED AMOUNT NOTE"), which funds concurrently shall be contributed by

MessageMedia US to the Joint Venture by a direct wire transfer of immediately

available funds from @viso to an account designated by the Joint Venture and be

used exclusively to fund the Shutdown Costs. In the event that the Contributed

Amounts exceed the Shutdown Costs (the "EXCESS CONTRIBUTED AMOUNTS"),

concurrently with the liquidation of the Joint Venture, the Joint Venture shall

distribute the Excess Contributed Amounts to @viso by wire transfer of

immediately available funds to an account designated by @viso; provided,

however, that 50% of such Excess Contributed Amounts shall be applied to the

principal amount at the time outstanding under the Contributed Amount Note,

which principal amount correspondingly shall be reduced (as set forth in such

note).



         (c) On the Funding Date, in consideration of the termination, release

and cancellation of the Loan Agreement, as set forth in Section 3(c) below,

MessageMedia US will issue @viso a promissory note with a principal amount of

$2,500,000 (the "TERMINATION NOTE"), the form of which is attached hereto as

Exhibit B.



2.       REPRESENTATIONS AND WARRANTIES.



         Each of MessageMedia US and @viso hereby represents and warrants to the

other as follows:



         (a) It is a company duly organized, validly existing and in good

standing under the laws of its jurisdiction of incorporation, with full power

and authority to enter into and perform this Agreement.



         (b) No consent, approval or authorization of, or declaration or filing

with, any governmental authority or person or entity is required on its part in

connection with the execution and performance of this Agreement.



         (c) The execution and delivery of this Agreement and the performance of

its obligations hereunder will not (i) violate or be in conflict with any

provision of law, any order, rule or regulation of any court or other agency of

government, or any provision of its charter or bylaws, or (ii) violate, be in

conflict with, result in a breach of, or constitute a default under any material

indenture, license, lease, agreement or other instrument to which it is a party

or by which it or any of its properties is bound.



3.       TERMINATION OF AGREEMENTS.



         (a) TERMINATION OF CREDIT AGREEMENT. Effective as of the receipt by the

Joint Venture of the Contributed Amounts, the Credit Agreement shall terminate

and be of no further force or effect and all liabilities and claims thereunder

forever shall be discharged and released.







                                       2.

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         (b) TERMINATION OF SHAREHOLDERS AGREEMENT. Effective as of the receipt

by the Joint Venture of the Contributed Amounts, the Shareholders Agreement

shall terminate and be of no further force or effect and all liabilities and

claims thereunder forever shall be discharged and released.



         (c) TERMINATION OF LOAN AGREEMENT. Effective upon the issuance of the

Termination Note by MessageMedia US to @viso, the Loan Agreement shall terminate

and be of no further force or effect and all liabilities and claims thereunder

forever shall be discharged and released.



         (d) TERMINATION OF LICENSE AGREEMENT AND RELEASE OF $5,300,000

PROMISSORY NOTE. Effective as of the receipt by the Joint Venture of the

Contributed Amounts, the License Agreement shall terminate and be of no further

force or effect and all liabilities and claims thereunder forever shall be

discharged and released, including, without limitation, the $5,300,000 Note;

provided, however, that, MessageMedia US shall be entitled to recover in the

liquidation of the Joint Venture the amounts referred to in Section 1(a)(iii)

above.



4.       MUTUAL RELEASE.



         Except otherwise as set forth immediately below and otherwise in this

Agreement, and excluding the obligations created pursuant to the Termination

Note and the Contributed Amount Note, effective as of the receipt by the Joint

Venture of the Contributed Amounts, each of the parties hereto hereby releases,

acquits and forever discharges the other party, including such other party's

current and former officers, directors, agents, servants, employees,

stockholders, attorneys, successors, assigns and affiliates, of and from any and

all claims, liabilities, demands, causes of action, costs, expenses, attorneys'

fees, damages, indemnities and obligations of every kind and nature, in law,

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