ARCHITECTURAL DEVELOPMENT & ASSISTANCE AGREEMENT

ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT - --------------------------------------------------------------------------------



This agreement ("Agreement") is entered into as of November 13, 1998, ("Effective Date") by and between Intel Corporation, having a place of business at 2200 Mission College Blvd., Santa Clara, California, 95054 ("Intel") and LAUNCH Media Inc., having a place of businesses at 2700 Pennsylvania Avenue, Santa Monica, CA 90404 ("Publisher") on behalf of themselves and their respective worldwide subsidiaries.





A. Intel plans to release a processor having Katmai New Instructions

technology (the "Katmai Technology") and desires to engage Publisher to

develop a subscription product entitled LAUNCH 3D (the "Product") which is

able to use the enhanced Katmai capabilities.



B. Intel will provide Publisher with technical assistance and fees for

Publisher to develop the Product and grant the rights set out in this





Intel and Publisher agree as follows:



1. PUBLISHER'S EFFORTS.



1.1 THE SUBSCRIPTION. The Product to be developed and delivered under this

Agreement is named LAUNCH 3D and is more particularly described in the

Product Requirements Document ("PRD") set forth in Attachment A. The

Product includes the versions for all PC platforms, and includes all

updates and enhancements thereof made during the term of this Agreement

and the collateral material specified in Attachment B.



1.2 COMMITMENT TO DEVELOP. Publisher shall use commercially reasonable efforts

to develop and deliver to Intel the Product according to the milestones

set forth in Section 3 and the Development Schedule in the PRD. Acceptance

criteria for the Product are contained in the PRD and include, at a

minimum, the requirements that the Product shall be merchantable, stable,

and shall make use of the Katmai Technology. The Product must therefore,

at a minimum and as early as the Alpha prototype stage set forth in

Section 3.1 herein, noticeably demonstrate the advantages of the Katmai

Technology on an Intel processor containing the Katmai Technology, a

[ * ]



1.3 LANGUAGES. The Product shall be available in retail [ * ] months after

the Effective Date of this Agreement in the following languages: United

States English. With the Intel assistance listed below in Section 2,

Publisher shall use commercially reasonable efforts to make the Product

available in retail [ * ] months after the Effective Date of this





[ * ] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED

SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN

REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.





ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT - --------------------------------------------------------------------------------



Agreement in the following languages: United Kingdom English, French,

German, and Japanese.



1.4 PROGRAM REVIEW. Intel, Publisher and any third party(s) working on the

Product for Publisher shall meet at least twice a month to review the

progress of the Product's development, including the milestones set out in

the Development Schedule and the compliance of the Product with the PRD.



2. TECHNICAL ASSISTANCE FROM INTEL.



2.1 HELP. Intel shall provide Publisher with the information, development

software, and the hardware identified on Attachment C ("Intel Technical

Assistance"), and may provide other similar items to Publisher, which

shall collectively be referred to as "Intel Technology."



2.2 AS IS. Intel Technical Assistance and Intel Technology are provided by

Intel to Publisher "as is."



3. FUNDS.



3.1 AMOUNT AND TIMING. Intel will pay funds totaling [*] (the "Funds") to

Publisher. Intel will pay the Funds to Publisher in the amounts specified

below within thirty (30) days after Publisher's accomplishing and

delivering, subject to Intel's reasonable satisfaction and acceptance,

each of the following milestones:



MILESTONE DATE PAYMENT

--------- ---- -------

Contract Signing [*] [*]

Product Specification [*] [*]

Code Drop for Advisory Testing [*]

January '99 LAUNCH Demo (Alpha Prototype) [*] [*]

Artwork Complete

Engine Complete (Optimizations completed) [*] [*]

Feature Complete

Content Complete

Beta/2nd Code Drop for Advisory Testing [*] [*]

Engineering Complete

Release to Manufacturing (Gold Master)

United States English Version Available in [*] [*]

Retail

United Kingdom English, French, German, [*] [*]

Japanese Versions Available in Retail



3.2 USE OF FUNDS. The Funds shall only be used for development or marketing of

the Product until the final deliverable hereunder is accepted by Intel.







[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY

WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH

RESPECT TO THE OMITTED PORTIONS. ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT - --------------------------------------------------------------------------------



4. INTEL PARTICIPATION IN MARKETING.



4.1 MARKETING. If accepted and timely delivered, Intel may include the Product

in Intel's Katmai Technology marketing efforts. Intel may include the

Product in other marketing activities with the approval of the Publisher.



4.2 LICENSE. Publisher grants to Intel a royalty-free world-wide license, to

demonstrate, display and perform publicly the Product and any related

documentation solely in connection with Intel's marketing activities

allowed in Section 4.1 above for the Product. If Intel needs copies of the

Product for marketing purposes only, Publisher will provide a reasonable

amount of copies.



4.3 OTHER SERVICES. Intel may develop or market products which are directly

competitive with the Product.



5. INTEL'S ROYALTY.



5.1 ROYALTY CALCULATION. In consideration of the Intel Technical Assistance

set forth in Section 2 herein and the other Intel obligations hereunder,

Publisher shall pay to Intel a royalty of [*] of Gross Advertising

Revenues less reasonable sales commissions on the Product until Intel

receives [*]; thereafter, Publisher shall pay to Intel a royalty of [*] of

Gross Advertising Revenues less reasonable sales commissions on the

Product until Intel receives an additional amount of [*]. After Intel

receives a total amount of [*], Publisher shall have no further payment

obligation to Intel. Publisher shall produce [*] issues of the Product

within [*] after the commercial release of the United States English

version of the Product. "Gross Advertising Revenues" means cash received

by Publisher from sales of advertisement in LAUNCH 3D, if any; it does not

include the cash value of any barter advertisement proceeds.



5.2 WEB LINKING. Publisher shall include a link to a url, specified by Intel,

in one of the following forms: (a) in the Product; or (b) on the first

myLAUNCH page that a user reaches after connecting to the Internet from

the Product. The specific form shall be determined in Publisher's sole



5.3 DISCOUNTED SUBSCRIPTION PURCHASES. For a period of [*] months after the

Intel shall have the option, at its sole discretion to purchase

subscriptions of LAUNCH 3D at a rate of [*] per [*]-issue subscription or

[*]; and will be adjusted during the term of this contract in the event

[*].



5.4 USE OF AN INTEL LOGO. Publisher will, at Intel's request, use an Intel

logo on the Product's packaging in a manner specified by Intel and

according to standard Intel logo licensing terms [*] under the provisions

of Section 5 herein, at









[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY

WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH

RESPECT TO THE OMITTED PORTIONS. ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT - --------------------------------------------------------------------------------



which time, Publisher will have no further obligation to use Intel's logo

in any manner. Publisher will not use an Intel logo unless so requested to

do so by Intel.



6. MONEY.



6.1 MANNER OF PAYMENT. All payments shall be made in United States dollars,

and shall be sent to the address specified in this Agreement. Payments

shall be made by wire transfer or, if no wire transfer instructions are

given, by check drawn on a United States bank. Either party may specify

revised instructions and address by written notice to the other.



6.2 PAYMENTS TO INTEL. Payments to Intel shall be by wire transfer to

Citibank, New York, NY for the account of Intel Corporation, General

Account 38385954.



6.3 PAYMENTS TO PUBLISHER. Payments to Publisher shall be made by wire

transfer to:



Imperial Bank

9777 Wilshire Blvd.

Beverly Hills, CA 90212

ABA # 122201444

For Further Credit to: Name: LAUNCH Media, Inc. Acct: #

Attn: Paul Stewart



6.4 STATEMENTS. Within ninety (90) days after the end of each calendar quarter

during the term of this Agreement Publisher shall pay any amounts due and

shall deliver to Intel at the addresses set out in this Agreement a report

which sets out:



6.4.1 The period covered;



6.4.2 The number of copies of the Product distributed hereunder; and



6.4.3 A royalty statement detailing any and all royalties due Intel

pursuant to Section 5.1 herein.



6.5 RECORDS AND AUDITING. Each party shall maintain complete and accurate

records of the activities performed under this Agreement (including

records of sales and distribution) for a period of five (5) years after

the completion thereof. Records relating to the performance of this

Agreement shall be made available in confidence to other party's

independent certified public accountants (or equivalent for non-U.S.

jurisdictions) upon reasonable notice, at the providing party's place of

business during normal business hours, which records may be used for the

sole purpose of auditing a party's compliance with the Agreement. In the

event that a shortfall greater than ten percent (10%) is discovered in

royalties paid by a party, such audit shall be at the audited party's

expense, and such party shall promptly make up the difference. In no event

shall audits be made hereunder more frequently than once in any year, nor

shall records supporting any quarterly statement be audited more than





ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT - --------------------------------------------------------------------------------



6.6 TAXES. Each party shall be solely responsible for its own taxes, including

any applicable sales taxes and customs duties on items acquired under this

Agreement. To the extent, if any, that the applicable taxing authority

requires withholding of taxes based on payments made hereunder, the paying

party shall withhold such taxes and provide the payee with the

documentation reasonably necessary to claim a credit therefore.



7. TERM, TERMINATION, WHAT IF SOMETHING GOES WRONG.



7.1 TERM OF AGREEMENT. This Agreement's term commences as of the Effective

Date and terminates on the later of: [*, or until Intel receives [*] in

accordance with the royalty provisions of Section 5.1, unless earlier

terminated or unless extended by agreement of the parties.



7.2 BREACH. Either party may terminate this Agreement by written notice if the

other party is in material breach of any of its terms and fails to cure

such breach within thirty (30) days of written notice of such breach.



7.3 DELAY. Publisher shall promptly notify Intel of any anticipated delay in

meeting the Development Schedule. If it appears that there will be a delay

in having the Product delivered and accepted as set out in this Agreement,

then Intel and Publisher shall meet to discuss an appropriate course of

action in good faith before exercising any of the remedies set out below.

Both parties shall use reasonable judgment and efforts to rearrange

development and ingredient delivery schedules to deal with setbacks, such

as unavailability of specific technology ingredients or difficulty in

developing the Product.



7.3.1 If Publisher's delay is due to causes beyond its reasonable control

then the remaining dates for Publisher's deliverables, and all other

dates calculated from those date(s), shall be extended by a

reasonable amount of time, not in any case to exceed [*] in the

aggregate or the period of any delay in Intel's providing technology

labeled "Critical."



7.3.2 If the Delay will be over [*], then Intel may terminate the

Agreement by written notice to Publisher.



Product



7.4 CONVENIENCE. In addition to the provisions above, Intel may, at its sole

discretion, terminate this Agreement without cause by written notice to

Publisher. If Intel chooses to terminate this Agreement without cause,

Publisher shall be entitled to retain all Funds provided by Intel to

Publisher before the effective date of termination, and Intel shall have

no rights in Publisher's Product.



7.5 EFFECT OF TERMINATION. Upon any termination of this Agreement:



7.5.1 Publisher shall on Intel's written request, return all materials

that Intel had provided hereunder.







[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY

WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH

RESPECT TO THE OMITTED PORTIONS.







ARCHITECTURAL DEVELOPMENT AND ASSISTANCE AGREEMENT - --------------------------------------------------------------------------------



7.5.2 The provisions of Section 9 shall survive termination.



7.5.3 Any third-party licenses directly or indirectly granted by a party

under this Agreement shall survive such termination, provided, that

the party granting such license shall be responsible for any

royalties earned on the license under this Agreement.



7.5.4 Publisher may retain that portion of the Funds paid prior to

termination, but if Publisher terminates this Agreement other than

for breach by Intel, and Publisher licenses or otherwise

commercializes the Product in any format or medium, Publisher shall

return the previously advanced Funds to Intel within thirty (30)

days of notification to Intel of termination.



7.6 RIGHTS. Publisher warrants and represents that, to the best of its

knowledge, it has or shall obtain all rights necessary to undertake the

activities described in this Agreement and to grant the licenses described

herein. Publisher shall promptly notify Intel of any charge or claim of

infringement of any third party's right relating to development or

distribution of the Product.



7.7 SUITS BASED ON PRODUCT. Publisher shall defend, indemnify, and hold Intel

and its customers harmless from and against any suit or proceeding brought

against Intel, its subsidiaries or customers, based upon the development

or distribution of Product, including any claim that the Product infringes

any third-party intellectual property right (a "Claim"). Publisher's

indemnity will include all damages and costs awa ...