Website Linking And Promotion Agreement

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. ASTERISK * DENOTES SUCH OMISSIONS.


WEBSITE LINKING AND PROMOTION AGREEMENT


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Dated as of April 22, 1998 Agreement No. DEN-980416-5204
("Effective Date")


MediaOne of Delaware, Inc. PI Graphix, Inc.
and/or ("PI Graphix")
MediaOne, Inc.
("MediaOne")


Address: 9000 E. Nichols Avenue, Address: 517 Boccaccio Avenue
Ste. 100 Venice, CA 90291
Englewood, CO 80112 Contact: Lawrence Weisdorn Contact: Phil Weinstock Phone: 310.301.6733 Phone: 303.705.7673 Fax: 310.301.6730 Fax: 303.705.5161 E-Mail Address: E-Mail Address: lawrencewpigraphix.com
pweinstock@mediaone.com


This Agreement may refer to PI Graphix or to MediaOne as a "Party" or PI Graphix and MediaOne together as "Parties" to this Agreement.


1. PURPOSE. MediaOne provides an entertainment, education, and information service as a part of its MediaOne Business Broadband Information Service ("MediaOne Service") on numerous sites ("MediaOne Sites") on the World Wide Web ("WWW") part of the Internet. PI Graphix provides electronic commerce systems and related information services on the WWW ("PI Graphix Site(s)"). MediaOne and PI Graphix desire to provide links to the other's sites (collectively "Sites") and engage in other activities on the terms and conditions set forth in this Agreement.


2. RESPONSIBILITIES OF THE PARTIES.


2.1. Linking.


(a) PI Graphix shall:


(i) Manage, maintain, handle all electronic commerce transaction, and
provide all customer services relating to PI Graphix's sites.


(ii) Establish and maintain prominent hypertext links ("Site links")
from the PI Graphix Sites to the MediaOne Sites maintained by PI
Graphix as mutually agreed to by the Parties;


(iii) Provide a logo and hypertext mark-up language ("HTML") that
together shall be displayed in the PI Graphix area of the MediaOne
Site ("PI Graphix Button");


(iv) Use reasonable commercial efforts to provide MediaOne monthly
sales, usage and demographic data available regarding use of the Sites
in relevant categories; and,


(v) Work with MediaOne, on an ongoing basis, to identify areas within
the PI Graphix site where it would be appropriate to provide Site
links to the MediaOne Sites based on users seeking local information
of a type included in the MediaOne Sites.


(b) MediaOne shall:


(i) In cooperation with PI Graphix, produce Co-branded versions of the
Media One Sites' to be maintained on the MediaOne servers for users to
have access to the PI Graphix Site. Such Co-branded Pages shall
include a graphic provided by PI Graphix to be displayed in the size
agreed to by the parties and will be similar in all respects to the
primary MediaOne home pages with the


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exception of the addition of the prominently placed PI Graphix logo.
The information accessed through the Co-branded Pages will include but
not be limited to: the PI Graphix 3Dshopping.com areas and related
information and sites. The Co-branded Pages shall provide a Site link
back to the PI Graphix site of origin. A "Back Button" shall be used
to accomplish the Site links back. Such Back Buttons shall be
comprised of a graphic provided by PI Graphix and shall be displayed
in the size specified by PI Graphix;


(ii) Establish and maintain prominent Site links from its MediaOne
Sites to PI Graphix Site including but not limited to: the PI Graphix
area in the format of the PI Graphix Button and as mutually agreed to
by the Parties;


(iii) Work with PI Graphix, on an ongoing basis, to identify areas
within the MediaOne Site where it would be appropriate to provide Site
links to the PI Graphix Sites based on users seeking information of a
type included in the PI Graphix's Sites; and,


(iv) Use reasonable commercial efforts to provide PI Graphix monthly
usage and demographic data available regarding use of the PI Graphix
Sites in relevant categories.


2.2. Licenses. Each Party grants to the other Party during the term of this Agreement a non-exclusive, royalty-free, world-wide right and license to use its trade names, trademarks, service names and service marks ("Marks") in compliance with any guidelines which may be provided from time to time. Such use shall be solely in connection with the MediaOne Site and PI Graphix Sites, including, but not limited to, use for promotion and demonstration purposes. Each Party agrees to maintain a standard of quality for any services offered under the other Party's Marks commensurate with standards previously achieved and maintained by the other Party or as may be set by the other Party from time to time. Each Party has the right to inspect the services offered by the other Party under the inspecting Party's Marks and may terminate this trademark license grant immediately at its sole discretion. The Parties agree to cooperate with the other in facilitating the monitoring and control of the other's Marks. Nothing in this Agreement shall be deemed to grant to the other Party any ownership interest in the Marks.


2.3. Promotional Efforts.


(a) The Parties agree to work together in identifying and pursuing
promotional activities designed to enhance the value of their respective
Sites. These efforts may include the development of a joint co-marketing
program that will allow each Party to access the other's customers/clients,
participation in public relations activities, use of each other's Marks on
specific targeted creative advertising executions, press releases, agreed
upon advertising placement within each other's Sites, and other promotions
that benefit both Parties. MediaOne will be responsible for the placement
and promotion of banners, editorials, hyperlinks, etc., within MediaOne's
local commerce community. PI Graphix will provide MediaOne with the
graphics for Banners and hyperlinks and with raw data and research
material.


(b) Each Party will submit to the other Party, for its prior written
approval, which shall not be unreasonably withheld or delayed, any
marketing, advertising, press releases, and all other promotional materials
related to the MediaOne Sites or the PI Graphix Sites that reference the
other Party and/or its Marks (the "Materials"). Each Party shall solicit
and reasonably consider the views of the other Party in designing and
implementing such Materials. Once approved, the Materials (other than press
releases) may be used by a Party for the purpose of promoting the MediaOne
Sites or the PI Graphix Sites contained therein and reused for such purpose
until such approval is withdrawn with reasonable prior notice. In the event
such approval is withdrawn (which either Party may do at its sole
discretion), existing inventories of Material may be depleted.
Notwithstanding the foregoing, either Party may issue press releases and
other disclosures as required by law or as reasonably advised by legal
counsel without the consent of the other Party and, in such event, prompt
notice thereof shall be provided to the other Party.


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2.4. General.


(a) Each Party shall be solely responsible for supplying and managing its
Site(s) at its own expense and neither Party shall have any obligations
whatsoever with respect to the Site(s) of the other. Each Party shall
manage, review, delete, edit, create, update and otherwise manage all
content and services available on or through its respective Site(s).
Neither Party has any obligation to the other Party to pre-screen content
posted by users of its Site(s). ...