CONTENT DISTRIBUTION AGREEMENT

 THIS AGREEMENT, dated as of _______________________, is made by and 
between ______________________________, a _________ corporation, ("Portal 
Owner"), with offices at __________________________________, and 
____________________________, a ____________ corporation ("Company"), 
with offices at _________________________.
 
 This Agreement is entered into with reference to the following facts:
 
A. Portal Owner maintains on certain locations of its Web Sites 
(as defined below) and makes available to Internet users ce[portion deleted - included in fully 
    licensed version]t, resources, archives, indices, catalogs and collections 
of information (collectively, such materials are ident[portion deleted - included in fully 
    licensed version]A and referred to herein as the "Content").
 
B. Portal Owner wishes to grant certain rights and licenses to 
Company with respect to access to the Content and certain other 
matters, and Company wishes to grant certain rights and licenses to 
Portal Owner with respect to the Company Web Sites (as defined below) 
and certain other matters, as set forth in this Agreement.
 
 NOW, THEREFORE, in consideration of the mutual promises and covenants 
contained herein, the parties agree as follows:
 
1. DEFINITIONS.
 
 As used herein, the following terms have the following defined meanings:
 
 "ADVERTISING REVENUE" means the net received (i.e., gross revenues 
less any taxes) by a party (the "Selling Parry") f[portion deleted - included in fully 
    licensed version]ns of Banner Advertisements served on Results Pages,
 
 "BANNER ADVERTISEMENT" means a rotating banner advertisement of ______ 
x ______ pixels located at the top and/or bottom of a Web Page.
 
 "CO-BRANDED PAGES" means, collectively, Query Pages and Results Pages.
 
 "COMPANY MARKS" means those Trademarks of Company set forth on Exhibit 
B hereto and such other Trademarks (if any) as Company may f[portion deleted - included in fully 
    licensed version]e notify Portal Owner in writing to be "Company Marks" within 
the meaning of this Agreement.
 
 "COMPANY WEB SITES" means, collectively, all Web Sites maintained by 
or an behalf of Company and its affiliates,
 
 "GRAPHICAL USER INTERFACE" means a graphical user interface, to be 
designed by Company and Portal Owner and implemented by PORTAL O[portion deleted - included in fully 
    licensed version]nt to the terms of this Agreement, that contains or implements 
branding, graphics, navigation, content or[portion deleted - included in fully 
    licensed version]es such that a user reasonably would conclude that such 
interface is part of the Company Web Sites.
 
 "IMPRESSION" means a user's viewing of any discrete screen containing 
any Banner, advertisement an a Results Page.
 
 "PORTAL OWNER MARKS" means those Trademarks of Portal Ow[portion deleted - included in fully 
    licensed version]set forth on Exhibit B hereto and such other Trademarks 
Portal Owner may from time to TIME notify Company in writing to be "Company 
Marks" within the meaning of this Agreement.
 
 "PORTAL OWNER WEB SITUATION" means, collectively: (a) the[portion deleted - included in fully 
    licensed version]e primary home page of which is located at E[portion deleted - included in fully 
    licensed version] DEFINED; and (b) other Web Sites maintained by Portal Owner and its affiliates.
 
 "INTELLECTUAL PROPERTY RIGHTS" means any patent, copyright, [portion deleted - included in fully 
    licensed version] Trademarks, trade secret rights, moral rights and other 
intellectual property or proprietary rights arising under the laws of any 
jurisdiction.
 
 "PERSON" means any natural person, corporation, partnership, limited 
liability company or other entity.
 
 "QUERY PAGE" means any page hosted on the Company Web Sites which 
incorporates the Graphical User Interface and on which users may input 
queries and starches relating to the Content.
 
 "RESULTS PAGE" means any page hosted on the Portal Ow[portion deleted - included in fully 
    licensed version]ich incorporates the Graphical User Interface and displays 
Content in response. To queries and searches made on a Query Page.
 
 "TRADEMARKS" means any trademarks, service marks, trade dress, trade 
names, corporate names, proprietary logos or indicia and other source or 
business identifiers.
 
 "WEB SITE" means any point of presence maintained an the Internet or 
on any other public data network, With respect to any Website maintained on 
the World Wide Web, such Website includes all HTML pages (or similar unit 
of information presented in any relevant data protocol) that either (a) are
 identified b "the same second-level domain (such as Portal Owner.com) or 
by the same equivalent level identifier in[portion deleted - included in fully 
    licensed version] or (b) contain branding, graphics, navigation or other 
characteristics such that a user reasonably would conclude t[portion deleted - included in fully 
    licensed version] are pan of in integrated information or service offering.
 
2. CERTAIN RIGHTS GRANTED.
 
2.1 PORTAL OWNER GRANT. Subject to the term and c[portion deleted - included in fully 
    licensed version] Agreement, Portal Owner hereby grants to Company the 
following rights;
 
(a) the right to include on the Company Web Sites hypertext 
links (whether in graphical, text or other format) [portion deleted - included in fully 
    licensed version]nt and click" access to locations of the Portal Owner Web 
Sites specified by Portal Owner (and subject to change by Portal 
Owner from time to time);
 
(b) the right to permit users to link to Results [portion deleted - included in fully 
    licensed version] Pages hosted on the Company Web Sites; and
 
(c) the right to serve Banner Advertisement[portion deleted - included in fully 
    licensed version]o-branded Pages as provided in Section 4.
 
2.2 Company Grant. Subject to the terms and condi[portion deleted - included in fully 
    licensed version]eement, Company hereby grants Portal Owner the f[portion deleted - included in fully 
    licensed version]hts:
 
(a) the right to include on the Portal Owner Web Sites hypertext 
links (whether in graphical, text or other format) which[portion deleted - included in fully 
    licensed version] and click" access to locations of the Company Web Sites 
specified by Company (and subject to change by Company from time to 
time);
 
(b) the right to serve Banner Advertisements directly an the 
Co-branded Pages as provided in Section 4; and
 
(c) the right to track the number of Impressions[portion deleted - included in fully 
    licensed version]dvertisements served by Company to Results Pages.
 
2.3 LIMITATIONS. Company and its affiliates shall have no right 
to reproduce or sub-license,[portion deleted - included in fully 
    licensed version]herwise distribute all or any portion of the Content to 
any Person via the Internet (including the World Wide Web) or any 
successor public or private data network. In addition, n[portion deleted - included in fully 
    licensed version]hall have any right to: (a) edit or modify any Banner 
Advertisements served a Co-branded Page (but wit[portion deleted - included in fully 
    licensed version]arty's right to edit or modify any Banner Advertisements 
pursuant to Section 4.1); or (b) remove, obscure or alter any notices 
of Intellectual Property Rights appearing in or an[portion deleted - included in fully 
    licensed version]uding Banner Advertisements) provided by the other party.
 
2.4 COMPANY MARKS LICENSE. Subject to Section 2.6, Company hereby 
grants Portal Owner the right to use, reproduce, publ[portion deleted - included in fully 
    licensed version]display the Company Marks: (a) on the Portal Owner Web Sites 
in connection with the posting of hyperlinks to the Company Web Sites; 
(b) in and in connection with the development, use, reproduction, 
modification, adaptation, publication, display [portion deleted - included in fully 
    licensed version]e Graphical User Interface and Results Pages; a[portion deleted - included in fully 
    licensed version]otional and marketing materials, content directories and 
indexes, and electronic printed advertising, publicity, press releases, 
newsletters and mailings about Portal Owner.
 
2.5 PORTAL OWNER MARKS LICENSE. Subject to Section 2.6, Portal 
Owner hereby grants the right to use, reproduce, publish, perform and 
display the Portal Owner Marks: (a) on the Company Web [portion deleted - included in fully 
    licensed version]ion with the posting of hyperlinks to the Portal Owner Web 
Sites; (b) in and in connection with the development use, reproduction 
in promotional and marketing materials, content directories and indexes
, and electronic and printed advertising, publicity, press releases, 
newsletters and mailings about Company.
 
2.6 APPROVAL OF TRADEMARK USAGE. Portal Owner shall n[portion deleted - included in fully 
    licensed version]loit in any manner any of the -Company Marks, and Company 
shall not use or exploit in any manner any of the Portal Owner Marks, 
except in such manner and media as the other party may c[portion deleted - included in fully 
    licensed version]ing, which consent shall not be unreasonably withheld or 
delayed. Either party may revoke or modify any such consent upon 
written notice to the other party.
 
2.7 NONEXCLUSIVELY. Except as expressly provided in [portion deleted - included in fully 
    licensed version]ach party acknowledges and agrees that the rights granted 
to the other party in this Section 2 are non-exclusive, and that, 
without limiting the generality of the foregoing, no[portion deleted - included in fully 
    licensed version]ement shall be deemed or construed to prohibit either party 
from participating in similar business arrangements as THOSE described 
herein including soliciting third parry advertiseme[portion deleted - included in fully 
    licensed version]s, serving advertisements or other materials to third 
parties' Web Sites, or hosting or permitting third parties to place 
advertisements on such party's Web Site, whether or not in each such 
case, such advertisements are competitive with the prod[portion deleted - included in fully 
    licensed version]or advertisements of the other party.
 
3. CERTAIN OBLIGATIONS OF THE PARTIES.
 
3.1 GRAPHICAL USER INTERFACE AND CO-BRANDED PAGES. Company and 
Portal Owner will cooperate to design the user-perceptible elements of 
the Graphical User Interface, with the goals of. (a) con[portion deleted - included in fully 
    licensed version]splay output of the "look and feel" associated with the 
applicable Company Web Sites; and (b) maximizing the commercial 
effectiveness thereof. Following agreement by the part[portion deleted - included in fully 
    licensed version]n specifications thereof, Portal Owner will use commercially 
reasonable efforts to develop the Graphical User I[portion deleted - included in fully 
    licensed version]ement the same on Co-brand Pages. Portal Owner shall have 
no liability or obligation for failure to develop or implement the 
Graphical User Interface or any Co-branded Pages as conte[portion deleted - included in fully 
    licensed version] Section 3. 1, or for any nonconformity with the [portion deleted - included in fully 
    licensed version]cifications agreed upon by the parties, provided Portal 
Owner has used commercially reasonable efforts to develop and implement 
the same as provided in this Section 3.1.
 
3.2 COMPANY OBLIGATIONS. Company shall integrate links to pages 
of the Portal Owner Web Sites determined by Portal[portion deleted - included in fully 
    licensed version]to change by Portal Owner from time to time) on the primary 
home page for each of the Company Web Sites. In addi[portion deleted - included in fully 
    licensed version]ner logo and at least one other link pointing to pages of 
the Portal Owner Web Sites specified by Portal Owner (and subject to 
change by Portal Owner from time to time) will be[portion deleted - included in fully 
    licensed version]ded Pages. Each link contemplated by this Section 3.2 shall 
be: (a) prominent in relation to links to o[portion deleted - included in fully 
    licensed version]applicable page (and in any event at least as p[portion deleted - included in fully 
    licensed version]y link to any third party Web Site); and (b) above-the-fold 
(i.e., immediately visible to any user accessing the applicable page 
without the necessity of scrolling downward or horizontally).
 
3.3 ACCESSIBILITY OF WEB SITES. Each party will use commercially 
reasonable efforts to ensure accessibility of its Web S[portion deleted - included in fully 
    licensed version]in the case of Portal Owner, the accessibility of the Content).
 
3.4 IMPRESSION INFORMATION. Portal Owner shall track, and [portion deleted - included in fully 
    licensed version]fteen (15) days after the end of each calendar quarter, 
provide to the Company remotely and in electronic form, the number of 
Impressions served by Company on Results Pages.
 
3.5 Publicity. The parties may work together to issu[portion deleted - included in fully 
    licensed version]nd general marketing communications concerning th[portion deleted - included in fully 
    licensed version]ionship and other mutually agreed-upon matters, provi[portion deleted - included in fully 
    licensed version]ever, that neither party shall have any obligation to do so. 
In addition, neither party shall issue such publicity and general 
marketing communications concerning their relationship witho[portion deleted - included in fully 
    licensed version]r written consent of the other party (not to be unreasonably withheld). Neither party shall disclose the terms of this Agreement to any third party other than its outside counsel, auditors, and financial advisors, except as required by law.
  
    
4. ADVERTISING AND REVENUE SHARE.
 
4.1 PLACEMENT OF BANNER ADVERTISEMENTS. Each party shall have the 
right to serve Banner Advertisements on [portion deleted - included in fully 
    licensed version]s. The 
[portion deleted - included in fully 
    licensed version]rance of the Banner Advertisements will be as reasonably 
determined by the party serving such Banner Advertisements; provided, 
that Portal Owner may reject any Banner Advertisement to be [portion deleted - included in fully 
    licensed version]ompany on any Results Page, and Company may reject any Banner 
Advertisement to be served by Portal Owner an any Query Page, if such 
Banner Advertisement would materially adversely af[portion deleted - included in fully 
    licensed version]me or performance of such page. (Each party further agrees 
that it shall not serve to any Co-branded Page any Banner Advertisement 
which contains any link to any Web Si[portion deleted - included in fully 
    licensed version]or which is otherwise intended to promote the products or 
services of, any Person which could reasonably be deemed to be a 
material competitor of such party.)
 
4.2 REMUNERATION. The parties agree to share in the Advertising 
Revenues as act forth on Exhibit C. Advertising Revenue s[portion deleted - included in fully 
    licensed version]ill be reconciled and paid within thirty (30) days following 
the calendar quarter in which the applicable Advertising Revenues are 
received. The Selling Party will provide with each such [portion deleted - included in fully 
    licensed version]t setting forth Advertising Revenues received by it for 
such quarter and the percentage thereof payable to the other party.
 
4.3 RECORDS AND AUDIT; LATE PAYMENTS. During the Term, each party 
shall maintain accurate records of Banner Advertisem[portion deleted - included in fully 
    licensed version]esults Pages, Impressions thereof, and Advertising Revenues 
received and calculations of the fees payable to the other party 
pursuant to Section 4.2. either party, at its expense, and upon ten 
(10) days' advance notice to the other party, shall ha[portion deleted - included in fully 
    licensed version]ce during the Term to examine or audit such records in order 
to verify the figures reported in any quarte[portion deleted - included in fully 
    licensed version] owned to such party under this Agreement Any such audit 
shall be conducted, to the extent possible, in a mariner that does 
not interfere with the ordinary business operations of the audited party. In the event that any audit shall reveal an underpayment of more than ten percent (10%) of the amounts due to the auditing party for any quarter, the other party will reimburse such party for the reasonable cost of such audit.
 
5. WARRANTIES, INDEMNIFICATION AND LIMITATION OF DIRECT LIABILITY
 
5.1 WARRANTIES
 
 Each party to THIS Agreement represents and warrants to the other 
party that
 
a) it has the full corporate right, power and authority to 
enter into this Agreement and to perform the acts [portion deleted - included in fully 
    licensed version]hereunder;
 
b) its execution of THIS Agreement by such party [portion deleted - included in fully 
    licensed version]ance of its obligations hereunder, do not and will not violate any agreement to which it is a party or by which it is bound;
 
c) when executed and delivered, this Agreement will 
constitute the legal, valid and binding obligat[portion deleted - included in fully 
    licensed version]y, enforceable against it in accordance with its terms; and
 
d) its Web Sites and the content contained the[portion deleted - included in fully 
    licensed version]er Advertisements served by it to the Co-branded Pages, 
will not contain any material that is obscene, libelous or 
defamatory, or infringing of any third party Int[portion deleted - included in fully 
    licensed version]ights.
 
5.2 INDEMNIFICATION. Each party (the "Indemnifying Party") will 
defend, indemnify and hold harmless the other parry (the "Indemnified 
Party"), and the respective directors, officers, employees and agent 
of the Indemnified Party, from and against any and a[portion deleted - included in fully 
    licensed version]osses, damages, judgments and expenses (including reasonable 
attorneys' fees) arising our of or in connection with any third-party 
claim alleging any breach of such part[portion deleted - included in fully 
    licensed version]es or covenants set forth in this Agreement. The 
Indemnified Party shall promptly notify the Indemnifying Party of 
any such claim of which it becomes aware and shall: (a) at the 
Indemnifying Party's expense, provide reasonable co[portion deleted - included in fully 
    licensed version]her in connection with the defense or settlement of any 
such claim; and (b) at the Indemnified Party's expense, be entitled 
to participate in the defense of any such claim. The Indemnifying party shall not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party's rights, or interests without prior written consent of the Indemnified Party.
 
5.3 LIMITATION OF LIABILITY; DISCLAIMER.
 
    
(a) Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE 
LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENT[portion deleted - included in fully 
    licensed version]ECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN 
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY 
PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LI[portion deleted - included in fully 
    licensed version]VENUE OR ANTICIPATED PROMS OR LOST BUSINESS.
 
(b)  No Additional Warranties. EXCEPT AS SET FORTH IN THIS 
AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY 
DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED 
(INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILI[portion deleted - included in fully 
    licensed version]ARTICULAR PURPOSE AND IMPLIED WARRANTIES APUSING FROM 
COURSE OF DEALING OR COURSE OF PERFORMANCE.), AND EACH PARTY 
HEREBY SPECIFICALLY DISCLAIM[portion deleted - included in fully 
    licensed version]ENCE), IN EACH CASE, RE[portion deleted - included in fully 
    licensed version]UCTS OR SERVICES DESCRIBED THEREON, ANY BANNER 
ADVERTISEMENTS, OR ANY OTHER ITEMS OR SERVICES P[portion deleted - included in fully 
    licensed version]AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
 COMPANY ACKNOWLEDGES THAT THE PORTAL OWNER WEB SITES A[portion deleted - included in fully 
    licensed version]T (INCLUDING ANY SERVERS OR OTHER HARDWARE, SOFTWARE AND 
ANY OTHER ITEMS USED OR PROVIDED BY PORTAL OWNER OR ANY THIRD 
PARTIES IN CONNECTION WITH HOSTING THE PORTAL OWNER WM SITES OR THE 
CONTENT OR PERFORMANCE OF ANY SERVICES HEREUNDER) ARE PROVIDED 'AS IS"
 AND THAT PORTAL OWNER MAKES NO WARRANTY THAT IT[portion deleted - included in fully 
    licensed version] OPERATE ITS WEB SITES TN THEIR CURRENT FORM, THAT ITS 
WEB SITES WILL BE ACCESSIBLE WITHOUT INTERRUPTION, THAT THE SUES 
WILL MEET THE REQUIREMENTS OR EXPECTATIONS OF THE O[portion deleted - included in fully 
    licensed version]THAT THE CONTENT OR ANY OTHER ANY MATERIALS ON ITS WEB 
SITES OR THE SERVERS AND SOFTWARE THAT MAKES ITS WEB SITES AVAILABLE 
ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS OR OMISSIONS.
 
 6. TERM AND TERMINATION.
 
6.1 TERM. The Term shall commence an the date of this Agreement 
and, unless earlier terminated or extended as provided below, shall 
end upon the one year anniversary of this Agreement,
 
6.2 TERMINATION. Either party may terminate the Term upon not 
less than thirty (30) days prior written notice to the other party of 
any material breach hereof by such other party, provided that such 
other parry has not cured such material breach within such thirty (30) 
day Period.
 
6.3 EFFECT OF TERMINATION. Upon termination or expira[portion deleted - included in fully 
    licensed version] Term for any reason, all rights and obligations of the 
parties under this Agreement shall be extinguished, except that: (a) 
all accrued payment obligations hereunder shall su[portion deleted - included in fully 
    licensed version]ion or expiration; and (b) the rights and obligations of the 
parties under Sections 4.2,4.3, 5, 6,7 and 8 shall su[portion deleted - included in fully 
    licensed version]ation or expiration.
 
 7. INTELLECTUAL PROPERTY
 
7.1 COMPANY. As between the parties, Company retains all right, 
title and interest in and to the Company Web Sites (inclu[portion deleted - included in fully 
    licensed version]t limitation, any and all content data, UR[portion deleted - included in fully 
    licensed version]mes, technology, software, code, user interfaces, "look 
and feel", Trademarks and other items posted thereon or use[portion deleted - included in fully 
    licensed version]ction or associated therewith; but excluding any Content 
or other items supplied by Portal Owner) and the Company Marks along 
with all intellectual Property Rights associated with a[portion deleted - included in fully 
    licensed version]going. All goodwill arising out of Portal Owner's use of 
any of the Company Marks shall inure solely to the benefit of Company,

 
7.2 PORTAL OWNER As between the parties, Portal Owner [portion deleted - included in fully 
    licensed version] right, title and interest in and to the Content and the 
Portal Owner Web Sites (including, without limitation, any and all 
content, data, URLs, domain names, technology, software, c[portion deleted - included in fully 
    licensed version]erfaces, "look and feel", Trademarks and other items posted 
thereon or used in connection or associated therewith; but excluding 
any items supplied by Company) and the Portal Owner [portion deleted - included in fully 
    licensed version]h an Intellectual Property Rights associated with any of the 
foregoing. All goodwill arising out of Company's use of any of the 
Portal Owner Marks shall inure solely to the benefit of Portal Owner.
  
    
7.3 COPYRIGHT NOTICES. All Co-branded Pages will include the 
following acknowledgment, along with the Portal Owner logo. 
 
 "Powered by Portal Owner" or "Powered by ____________.com"
 
 Portal Owner and Company acknowledge that the Co-branded Pages may also 
contain copyright and patent notices of copyrighted or copy[portion deleted - included in fully 
    licensed version]s, including those of Portal Owner Content providers.
 
7.4 OTHER TRADEMARKS. Portal Owner shall not register or attempt 
to register any of the Company Marks or any Trademarks which Company 
reasonably deems to be confusingly similar to any[portion deleted - included in fully 
    licensed version] Company shall not register or attempt to register any of 
the Portal Owner Marks or any Trademarks which Portal Owner reasonably 
deems to be confusingly similar to any of the Company Marks.
 
7.5 FURTHER ASSURANCES. Each party shall take, at the other 
parry's expense, such action (including, without limitation, execution 
of affidavits or other documents) as the other party may reaso[portion deleted - included in fully 
    licensed version]equest to effect, perfect or confirm such other party's 
ownership interests and other rights as set forth above in[portion deleted - included in fully 
    licensed version].
 
 8. GENERAL PROVISIONS
 
8.1 CONFIDENTIALITY. Each parry (the "Receiving Party") under[portion deleted - included in fully 
    licensed version]to retain in confidence the terms of this Agreement and all 
other non-public information and know-how of the othe[portion deleted - included in fully 
    licensed version]or acquired by the Receiving Party pursuant to or in 
connection with this Agreement which is either desi[portion deleted - included in fully 
    licensed version] and/or confidential or by the nature of the circumstances 
surrounding disclosure, ought in good faith to be treated as proprietary
 and/or confidential ("Confidential Information"); pr[portion deleted - included in fully 
    licensed version]party may disclose the terms and conditions of this Agreement 
to its immediate legal and Financial consultants in the ordinary 
course of its business. Each party agrees to use commercially 
reasonable efforts to protect Confidential Information o[portion deleted - included in fully 
    licensed version]ty, and in any event, to take precautions at least as great 
as those taken to protect its own confidential information of a similar 
nature. Company acknowledges that the terms of this A[portion deleted - included in fully 
    licensed version]ential Information of Portal Owner. The forego[portion deleted - included in fully 
    licensed version]tions shall not apply to any information that: (a) was 
known by the Receiving Party prior to disclosure thereof by the other 
party; (b) was in or entered the public domain through no fault of the 
Receiving Party; (c) is disclosed to the Receiving Parr[portion deleted - included in fully 
    licensed version]ty legally entitled to make such disclosure without violation 
of any obligation of confidentiality; (d) is required to be disclosed 
by applicable laws or regulations (but in such even; only to the 
extent required to be disclosed); or (e) is indepe[portion deleted - included in fully 
    licensed version]by the Receiving Parry without reference to any Confidential 
Information of the other party, Upon request of the other parry, or in 
any event upon any termination or expiration of the Term, each party 
shall return to the other all materials, in any med[portion deleted - included in fully 
    licensed version]embody, reflect or reference all or any part of any 
Confidential Information of the other party. Each party acknowledges 
that breach of this provision by it would result in irreparable harm 
to the other party, for which money damages would be [portion deleted - included in fully 
    licensed version]medy, and therefore that the other party shall be entitled to 
seek injunctive relief to enforce the provisions of this Section 8.1.
 
8.2 INDEPENDENT CONTRACTORS. [portion deleted - included in fully 
    licensed version]t contractors under this Agreement, and nothing herein 
shall be construed to create a partnership, joint venture, franchise 
or agency relationship between Company and Porta[portion deleted - included in fully 
    licensed version]y has any authority to enter into Agreements of any kind 
on behalf of the other party.
 
8.3 ASSIGNMENT. [portion deleted - included in fully 
    licensed version]ts rights or delegate any of its duties under this Agreem[portion deleted - included in fully 
    licensed version]ithout the prior written consent of the other party, 
not to be unreasonably withheld, except that either party may, without 
the other party's consent, assign this Agreement or a[portion deleted - included in fully 
    licensed version]or delegate any of its duties under this Agreement: (a) to 
any affiliate of such party; or (b) to any purchaser of all or 
substantially all of such party's assets or to any succ[portion deleted - included in fully 
    licensed version]merger, consolidation or similar transaction. Subject to the foregoing, this Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.
 
8.4 CHOICE OF LAW; FORUM SELECTION. [portion deleted - included in fully 
    licensed version]
8.5 NONWAIVER. [portion deleted - included in fully 
    licensed version]
8.6 FORCE MAJEURE. [portion deleted - included in fully 
    licensed version]
8.7 NOTICES. [portion deleted - included in fully 
    licensed version]
8.8 INTEGRATION. [portion deleted - included in fully 
    licensed version]
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date set forth above.
 

EXHIBIT A
CONTENT
 
 The Content consists of, but is not limi[portion deleted - included in fully 
    licensed version], directories and other items and services (as t[portion deleted - included in fully 
    licensed version]dated, revised or modified by Portal Owner in its sole discretion 
from time to time):
 
 
    

EXHIBIT B
TRADEMARKS
 
 

EXHIBIT C
ADVERTISING REVENUE SPARE AND ADDTIONAL CONDITIONS
 
BANNER ADVERTISEMENT REVENUE SHARE
 
1. If Company site demonstrates at least __________ site page 
views per month, then during the initial month [portion deleted - included in fully 
    licensed version]Portal Owner will serve _____% of the ads displayed on 
Client site where Portal Owner content appears. This will serve 
as the benchmark for the average number of ads displayed during 
any 30-day period (to be re-evaluated quarterly, or as needed). 
Thereafter, Portal Owner and Company will agree on a ____%/____% 
inventory split with e[portion deleted - included in fully 
    licensed version]sales, 
 
2. Company will pay a total of $_______ to ____[portion deleted - included in fully 
    licensed version] $___________ of which will be paid at signing. The 
remainder will be paid in equal increments over the[portion deleted - included in fully 
    licensed version]months.