CONTENT PROVIDER AGREEMENT

         This Content  Provider  Agreement ("Agreement") is made and entered on this ____ day of ______________, ______ by and between _____________ ("ISP"), a __________________ corporation with offices at ____________________; and _____________ ("Content Provider"), a ________________ corporation, with  offices at __________________.

RECITALS

     ISP desires to introduce a portfolio of on-line computer services to its customers which will include a _____________________ service or service segment ("Service Segment") and to promote and exploit as part of the Service Segment certain Content owned or licensed by Content Provider; and Content Provider desires to make such Content available to ISP pursuant to the terms of this Agreement.

     For good and valuable consideration, receipt of which is hereby acknowledged, ISP and Content Provider hereby agree as follows:

ARTICLE I

License to Exploit the Content

     1.1 Grant of License. Subject to the terms of this Agreement, Content Provider hereby grants to ISP a worldwide license to use, copy, display and perform (privately and publicly), publish, [Remainder of Paragraph Deleted - Included in fully licensed version].

     1.2 Exclusivity. The license granted to ISP herein shall be exclusive. Content Provider warrants and represents that (i) the Content has not previously been used, displayed, performed, published, transmitted, distributed, advertised, demonstrated, promoted or otherwise exploited, directly or indirectly, by or to the public, in connection with any [Remainder of Paragraph Deleted - Included in fully licensed version]

     1.3 Exclusivity Period. The Exclusivity Period shall commence on the date of this Agreement and continue through the entire term hereof.

     1.4 Corporate Web Site. [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE II

Supply of Content

   [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE III

ISP Service Functions of ISP

     ISP shall have the following service function responsibilities:

     3.1 Use reasonable efforts to establish, maintain and operate the Service Segment and ISP Service at its expense pursuant to the terms of this Agreement;

     3.2 [Remainder of Paragraph Deleted - Included in fully licensed version]

     3.3 [Remainder of Paragraph Deleted - Included in fully licensed version]

     3.4 Provide such training as ISP determines in its sole discretion to make generally available to Content Providers, on terms that are at least as favorable as the terms generally available to other Content Providers;

     3.5 Provide network access to the ISP Service or other Internet access service as may be offered by ISP, as well as general access to users from other Internet access Providers;

     3.6 [Remainder of Paragraph Deleted - Included in fully licensed version];

     3.7 [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE IV

Advertising and Promotion

[Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE V

Electronic Commerce

[Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE VI

Revenues and Payment

     6.1  [Remainder of Paragraph Deleted - Included in fully licensed version]

     6.2 [Remainder of Paragraph Deleted - Included in fully licensed version]

     6.3 ISP shall receive___% and the Content Provider shall receive ___% of all revenues derived from charges to Subscribers for the Downloading of Content (other than (i) the Content Downloading charges established by Content Provider, and (ii) Adjusted Transaction Revenues in connection with Content Provider Transactions).

     6.4 Content Provider shall receive ___% of the Advertising Fees and Sponsorship Revenues derived from advertising and Sponsorship located on the screens and pages furnished by Content Provider.

ARTICLE VII

Marketing Materials

   7.1 [Remainder of Paragraph Deleted - Included in fully licensed version]

7.2 Content Provider shall actively promote and market the Content and its availability on the ISP Service, as soon as reasonably practicable and after reasonable collaboration with ISP. Content Provider shall secure and pay for, at its sole cost and expense, advertising, in any media, of the Content and its    availability on the ISP Service and shall [Remainder of Paragraph Deleted - Included in fully licensed version]

7.3 ISP will consult with Content Provider concerning co-marketing     opportunities for the Service Segment and Content Provider's Content as well as the organization, direction and [Remainder of Paragraph Deleted - Included in fully licensed version]

7.4 If ISP, in its discretion, elects to create and use marketing materials which mention the Content and/or the Content Provider Trademarks (other than any marketing materials in which the Content Provider Trademarks appear in whole or in part in a list of Content Providers on the ISP Service), ISP shall furnish Content Provider an opportunity to review and approve such materials prior to their initial publication or di [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE VIII

Non-Solicitation

     Content Provider agrees that during the Exclusivity Period, it shall not directly or indirectly (i) provide any health and wellness content for use on an on-line service, or (ii) solicit or enter into any negotiations or agreement with any on-line service Content Provider concerning the possibility of providing content relative to the Service Segment.

ARTICLE IX

Subscriber Information

     At Content Provider's request, ISP will provide Content Provider, without charge, with user profile information ("User Profile Information"), as determined by ISP in its reasonable discretion, that describes the habits, usage patterns and/or demographics of Subscribers as a group, subgroup or a class of Subscribers. Information identifying the name or address (electronic or physical) of a Subscriber ("Individ [Remainder of Paragraph Deleted - Included in fully licensed version]

General Profile Information shall not be used by Content Provider except in connection with providing Content for the ISP Service, except that Content Provider may disclose such Information, [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE X

Term

     The initial term of this Agreement (the "Initial Term") shall commence on the date of this Agreement and shall continue for a period of _______ (___) years. After the Initial Term, this Agreement shall continue in effect for an additional term (the "Additional Term") of indefinite duration until terminated by either party upon at least _____ months prior written notice to the other party which notice may be given at least 90 days prior to the end of the then current term.

     IN WITNESS WHEREOF, the parties have duly executed and delivered this

Agreement as of the date set forth above.

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