Amendment to 1st Joint Venture Agreement

THIS FIRST AMENDMENT AGREEMENT (the "Amendment") dated as of

November 12, 1998, by and among BERTELSMANN INTERNET GROUP GmbH,

formerly known as BERTELSMANN INTERNET SERVICES GmbH, a company

organized under the laws of Germany, having its principal office at

Carl-Bertelsmann Strasse 161E, Gutersloh, Germany ("BIG") and

LYCOS, INC., a corporation organized under the laws of the State of

Delaware, having its principal office at 400-2 Totten Pond Road,

Waltham, Massachusetts, U.S.A. 02154 ("Lycos").





WHEREAS, BIG and Lycos have previously entered into that certain Agreement dated May 1, 1997 (the "Agreement") to jointly establish the Business (as defined in the Agreement); and



WHEREAS, the parties hereto desire to amend the Agreement on the terms and conditions hereinafter set forth.



NOW, THEREFORE, in consideration of the premises stated herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto do hereby agree as follows:



A. DEFINITIONS.



Capitalized terms used herein and not defined herein shall have the meanings given them in the Agreement.



B. AMENDMENT OF THE AGREEMENT.



1. AMENDMENT TO SECTION 1.40. Section 1.40 of the Agreement is hereby deleted in its entirety and the following is inserted therefor:



"Territory" shall mean all of the countries listed on EXHIBIT C, together with Sweden, Norway, Denmark, Finland and Iceland. For the avoidance of doubt, BIG and Lycos hereby agree that the Territory in the Lycos License is hereby extended to include s uch Scandinavian countries.











2. AMENDMENT TO ARTICLE I.



Article I of the Agreement is hereby amended by adding the following new Section 1.43 at the end thereof:



1.43 "Tripod Technology" shall mean the personal homepage publishing

and community-building technology (including all updates, enhancements and

developments thereof) developed by Lycos's wholly-owned subsidiary,

Tripod, Inc., which technology shall consist of a community site

substantially the same as currently utilized at the URL WWW.TRIPOD.COM.



3. AMENDMENT TO SECTION 3.2(d).



Section 3.2(d) of the Agreement is hereby deleted in its entirety and the following is inserted therefor:



Each Joint Entity which is established by the Parties shall have

constituent documents (articles of association, articles of

incorporation, by-laws and the like) as are consistent with local

laws, as well as the rights, obligations and remedies provided in this

Agreement. The Joint Entities shall be established in a manner which

will allow tax losses of a Joint Entity to offset the taxable income of

Lycos and BIG or their Affiliates to the extent available in a country

and provide limited liability to the Parties, or as otherwise agreed by

the Parties. The constituent documents of each Joint Entity shall

provide that all financial, accounting and tax consequences and benefits

of losses borne by a Joint Entity shall be allocated to BIG until such

time as the Joint Entity has reached Breakeven (but not later than the

date on which Lycos actually funds the operations or operations are

funded by borrowings of the Joint Entity after BIG is not long obligated

to fund unilaterally) and thereafter, losses shall be allocated in

accordance with the respective interests of the Parties on a periodic

basis provided that, in the event the funding limitation obligation of

BIG ends on a date other than the end of a month, losses shall continue

to be allocated to BIG until the end of the month in which BIG's funding

obligation terminates.







4. AMENDMENT TO SECTION 4.2.



(a) Section 4.2(a) of the Agreement is hereby deleted in its entirety and the following is inserted therefor:



(a) This Section 4.2 establishes the funding obligations of BIG with

respect to the the Joint Entities until such time as Breakeven is

reached (on an aggregate basis for all Joint Entities) or Failure

Notice is given by BIG. Subject to the foregoing limitation, BIG

shall fund the operations of the Joint Entities by way of

contributing capital in accordance with and up to the aggregate

amount of the funding requirements established for the Joint

Entities in accordance with this Agreement and the Business Plan,

PROVIDED that (i) the proportionate equity interests in the Joint

Entities shall not be changed due to the funding of BIG, and (ii)

the funding obligation of BIG shall not in any case [***].



(b) Section 4.2(c) of the Agreement is hereby deleted in its entirety and the following is inserted therefor:



(c) In the event that the specific funding limitation as to the

Joint Entities (as set forth in Section 4.2(a)) is reached. BIG

shall make available to the Joint Entities an additional sum of [***]

as a credit facility which the Joint Entities shall be entitled to

draw upon on a monthly basis based on the cash requirements of the

Joint Entities as defined in the Business Plan (the funding provided

under this provision is referred to as the "Loan Facility"), but

only upon approval by the Steering Committee to the extent that cash

requirements exceed the Business Plan. The maximum amount which BIG



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will be required to lend to the Joint Entities as part of such

Business Plan is [***]. For the avoidance of doubt, in the event

that the funding limitation under the Loan Facility with respect to

the Joint Entities is not reached, then the Joint Entities shall

have no right to receive, and BIG shall have no obligation to fund,

the portion of the funding limitation in excess of the amount

actually funded by BIG under this Section. The Loan Facility shall

be provided by BIG to the Joint Entities in accordance with the

terms of a Revolving Credit and Security Agreement and Note,

together with related documentation, to be prepared to the

satisfaction of BIG's and Lycos's counsel prior to the first

drawdown of any amount under the Loan Facility. Lycos will have no

repayment obligation for the above amount should the Joint Entities

dissolve or terminate. Such loan shall bear interest at the internal

BIG rate for the applicable maturity, PROVIDED that such rate shall

not exceed prevailing market rates for the same maturity. All

amounts of unpaid principal and interest outstanding under the Loan

Facility shall become due and payable on the last day of the second

consecutive fiscal quarter in which the Joint Entities have

generated positive cash flow from operating activities to the extent

of available cash (after adequate reserves) and thereafter all

available cash (after adequate reserves) will be used to repay the

Loan Facility before declaring dividends. The Joint Entities shall

have no right to borrow additional funds under the Loan Facility

after the third anniversary of the date of this Agreement. Lycos may

(at its sole discretion) cause the Joint Entities to prepay all or

any part of the Loan Facility without penalty, up to the amount of

Distributable Cash. Any subsequent funding obligation with respect

to the expenditures incurred by a Joint Entity in such country or

countries shall be raised from third parties or be paid in by the

Parties in proportion to their respective equity interest in the

Joint Entity pursuant to Section 4.4. Notwithstanding anything to

the contrary contained in this Agreement, at





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such time as the funding limitation under the Loan Facility is reached,

the Parties shall discuss, in good faith, taking into consideration the

then current development and marketing success of the Tripod Technology

as well as the feasibility of maintaining the Tripod Technology

business. If either of the Parties determines, in its sole discretion,

to discontinue either promoting or funding the Tripod Technology, such

Party shall have the right to withdraw its participation in the Tripod

Technology business of the Joint Entities, and the other Party, in its

sole discretion, may unilaterally engage in such business within the

Territory (including assumption of all rights, accounts receivable,

accounts payable, liabilities, contracts and all assets relating

thereto), with no obligation to compensate the withdrawing Party. If

BIG intends to engage in the Tripod Technology business in accordance

with the foregoing, Lycos shall cause the Tripod License (as defined

below) to be extended to BIG upon its request. If BIG is the

withdrawing Party, BIG hereby agrees that the accrued losses and

drawdowns under the Loan Facility which are attributable solely to

the Tripod Technology business shall not be required to be repaid. This

Section 4.2(c) shall not be affected by Breakeven, provided, however,

that BIG shall have no obligation to make loans hereunder after Failure

Notice has been given.



5. AMENDMENT TO ARTICLE VII. Article VII of the Agreement is hereby amended by adding the following new Section 7.12 at the end thereof:



7.12 TRIPOD LICENSE.



(a) Annexed hereto as EXHIBIT E-1 is a license agreement (the "Tripod

License") by which Lycos, in consideration of the performance by BIG of the

obligations and agreements of BIG under this Agreement and the Tripod

License, shall, or shall cause Tripod or a direct or indirect subsidiary of

Lycos to, extend to each of the Joint Entities the rights, benefits,

privileges and obligations set forth therein. The Tripod License shall be

modified to the extent necessary to protect the rights of Lycos/Tripod in

its property under local





laws in the country or countries in which a particular Joint Entity

provides Search services, as determined by Lycos in its reasonable



(b) The Joint Entities have paid Lycos the aggregate amount

[***], due in accordance with the Tripod License in consideration of

the Joint Entities' right to utilize the Tripod Technology as provided

in the Tripod License. BIG and Lycos agree that BIG had heretofore

contributed to BIG's capital reserve account in the Joint Entities

the sum of [***] to furnish the Joint Entities with the necessary funds

for the aforementioned payment.



(c) All software included within the Tripod Technology licensed

under the Tripod License shall include the Source Code therefore

(except for software not owned by Lycos or Tripod and for which

neither Lycos nor Tripod has source code distribution rights), which

Source Code shall not be licensed or delivered to the Joint Entities,

but shall be held in escrow as provided below. The Source Code will be

updated by Lycos or Tripod not less frequently than semi-annually,

including all changes to the software since the previous update. The

Source Code shall be held in escrow in the United States by an

independent third party for the benefit of the Joint Entities in

accordance with the provisions of the Escrow Agreement. The annual

cost of the escrow agent to retain the Source Code in escrow shall

be paid by the German Joint Entity (or if there are none, then by the

next largest Joint Entity).



(d) Promptly upon formation and organization of a Joint Entity,

Lycos shall or shall cause Tripod or a direct or in direct

subsidiary of Lycos to execute and deliver to each Joint Entity, and

BIG and Lycos shall cause each Joint Entity to execute and deliver

to Lycos, Tripod or such direct or indirect subsidiary of Lycos, the

Tripod License in accordance with this Agreement.



(e) In the event that Lycos causes Tripod or a direct or indirect

subsidiary to enter into the Tripod License, Lycos shall execute and

deliver its guarantee to such Joint Entity with respect to the

Tripod License.





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C. REFERENCE TO AND EFFECT ON THE AGREEMENT



1. Upon the effectiveness of this Amendment, each reference in the

Agreement to "this Agreement", "hereunder", "hereof", "herein" or words

of like import shall mean and be a reference to the Agreement, as

amended hereby.



2. This Amendment is incorporated in its entirety into the

Agreement, and except as modified hereby, the Agreement and all of the

terms, covenants and conditions of the Agreement are hereby ratified and

confirmed and shall remain in full force and effect.



3. The execution, delivery and effectiveness of this Amendment shall

not constitute a Waiver of any provision of the Agreement.



D. HEADINGS. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.



E. COUNTERPARTS. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.



IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written.



BERTELSMANN INTERNET GROUP GMBH,



by /s/ Dr. Martin Danhoff

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

Name: Dr. Martin Danhoff

Title: In-house Counsel



LYCOS, INC.



by /s/ Robert Davis

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

Name: Robert Davis

Title: President





EXHIBIT E-1



LICENSE AGREEMENT



This License Agreement (hereinafter the "Agreement") entered into as of the 12th day of November, 1998 by and amon g Lycos, Inc., a Delaware corporation, having a principal place of business at 400-2 Totten Pond Road, Waltham, MA ("Lycos"), Tripod, Inc., a Delaware corporation, having a principal place of business at 191 Water Street, Williamstown, MA ("Tripod", and t ogether with Lycos, the "Company"), and Lycos-Bertelsmann GmbH & Co. KG ("Lycos-Bertelsmann"), a company organized under the laws of Germany (hereinafter referred to as "Licensee" and, together with the Company, the "Parties").





WHEREAS, Lycos and Be rtelsmann Internet Group GmbH ("BIG") are parties to an Agreement effective as of May 1, 1997 as amended (the "Basic Agreement"), pursuant to which, among other things, Lycos licensed to Lycos-Bertelsmann the intellectual property necessary to operate the Business in the Territory (both as defined in the Basic Agreement); and



WHEREAS, on February 11, 1998, Lycos acquired Tripod pursuant to the merger of a wholly-owned subsidiary of Lycos into Tripod;



WHEREAS, Licensee wishes to license certain technology of Tripod for the purpose of establishing a localized version of the "Tripod Site" (as presently available at the URL http://www.tripod.com) within the Territory.



WHEREAS, Licensee desires to license rights in the technology upon the terms and conditions herein set forth.



NOW THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Parties agree as follows:



I. CERTAIN DEFINITIONS



A. "Affiliate" shall mean, as to any Person , any other Person that, directly or indirectly, controls, is under common control with, or is controlled by, that Person. For purposes of this definition, "control" (including, with its correlative meanings, the terms "controlled by" and "under common co n trol with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contrac t otherwise. For the sake of clarity, the Parties agree that the Persons in which Bertelsmann AG ("BAG") possesses an interest and which offer the services of [***] in the Territory are not Affiliates of BAG or BIG





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(directly or indirectly) for so long as the ownership interest therein is equal to no more than fifty percent (50%).



B. "Application Programming Interfaces" shall mean the specifications of any Object Code licensed hereunder which define the external programming requirements necessary to interface between such Object Code and any other Object Code licensed hereunder.



C. "Code" shall mean Object Code and Source Code.



D. "Components" shall mean information, materials, products, features, services, content, computer software, designs, artistic renderings, drawings, sketches, characters, layouts and the digital implementations thereof.



E. "Copyrights" shall mean the copyrights owned by the Company in the Licensed Properties.



F. "Derivative Works" shall mean all "derivative works" and "compilations" within the meanings of such terms as defined in the U.S. Copyright Act (17 U.S.C. Section 101 et seq.).



G. "Effective Date" shall mean the last date of the execution of this Agreement by both Parties.



H. "Governmental Body" shall mean any domestic or foreign national, state or, municipa l or other local government or multi-national body (including, but not limited to, the European Union), any subdivision, agency, commission or authority thereof, or any quasi-governmental or private body exercising any regulatory authority thereunder.



I. "Internet" shall mean any collection of computer networks composed of backbone networks including, without limitation, APRAnet, NSFNet, MILNET, mid-level networks, regional networks and stub networks. These may include commercial, university and other res earch networks and military networks and may span many different physical networks around the world with various protocols including the Internet Protocol, as the same may evolve in the future.



J. "Joint Enhancements" shall mean any enhancements, added fun ctionalities, additions, extensions or improvements to Tripod Europe that are created or developed jointly by Tripod, its Affiliates or their agents, on the one hand, and Licensee, its Permitted Sublicensees or their agents on the other hand, including an y Components which are jointly contributed to Tripod Europe.



K. "Licensed Marks" shall mean the trademarks and service marks of Tripod as described in Attachment A.





L. "Licensed Properties" shall mean, collectively, the Licensed Software and Licensed Marks.



M. "Licensed Software" shall mean all Object Code necessary to implement, operate, and maintain the Tripod Site, including the relevant Application Programming Interfaces and including the technologies and metho ds necessary to mirror member homepages created by Tripod members domiciled within the Territory between the Tripod Site and the Localized Sites. Licensed Software shall include, without limitation, the Object Code set forth in Attachment B.



N. "Localized Sites" shall mean Licensee's and its Permitted Sublicensees' Internet sites through which Tripod Europe is made available to users.



O. "Object Code" shall mean (i) machine executable programming instructions, substantially in binary form, which are inten ded to be directly executable by an operating system after suitable processing and linking but without the intervening steps of compilation or assembly, or (ii) other executable code (e.g., programming instructions written in procedural or interpretive la nguages).



P. "Permitted Sublicensees" shall mean any entity whose principal place of business is located in the Territory which offers access to a localized version of Tripod Europe as part of its Internet online service or other Web-based sites to procure sales primarily within the Territory pursuant to a license agreement with Licensee containing terms and conditions as are consistent with this Agreement.



Q. "Person" shall mean an individual, sole proprietorship, corporation, partnership, limited partner ship, limited liability company, joint venture, trust, unincorporated organization, mutual company, joint stock company, estate, union, employee corporation, bank, trust company, land trust, business trust or other organization, or a Governmental Body, or their equivalent under the applicable legal system.



R. "Source Code" shall mean the human readable form of Object Code and related system documentation, including comments, procedural language and material useful for understanding, implementing and mainta ining such instructions (for example, logic manuals, flow charts and principles of operation).



S. "Territory" shall be defined as defined in the Basic Agreement.



T. "Tripod Europe" shall mean the versions of the Tripod Site which are localized and customized specifically for the Territory in the languages specifically relevant to the Territory.



U. "Tripod Derivative Works" shall mean Derivative Works, including any translations and customizations as necessary for the market in the Territory, created by the Company or Licensee or Licensee's Permitted Sublicensees for use in the Territory.





V. "Tripod Enhancements" shall mean any enhancements, added functionalities, additions, extensions of or improvements to the Licensed Properties that are created or dev eloped by Tripod, its Affiliates or their agents, including any Components which are contributed to Tripod Europe by such Persons.



W. Any capitalized term which is not specifically defined herein shall have the meaning given to that term in the Basic Agreement.



II. LICENSE GRANT



A. Subject to the terms and conditions of this Agreement, the Company hereby grants to Licensee, during the Term (as defined below), the exclusive, royalty free right and license to (1) use, reproduce, display, perform, transmit, distribute, market and pr o mote, via the Internet within the Territory, the Licensed Properties (including the Tripod Derivative Works and the Tripod Enhancements), for the purpose of creating Tripod Europe; and (2) the right and license to sublicense the Licensed Properties to Per m itted Sublicensees, subject to Section II.D. below. Licensor shall not itself exploit the Licensed Properties in the Territory in any manner during the Term other than through the Licensee and the Tripod Site (but only to the extent the same is accessible within the Territory).



The Parties intend that the Licensee will offer Tripod Europe through the Localized Sites under the Tripod brand name using the Tripod logo which will have optical appearance and interface as similar as commercially reasonable and p racticable to the Tripod Web Site, except that Tripod Europe will be localized and customized for the Territory.



B. Company shall include within the Licensed Software technologies and methods to mirror to the Localized Sites the homepages created on the T ripod Site by Tripod members domiciled in the Territory. The Company shall, in an appropriate fashion and at an appropriate time, notify existing Tripod members domiciled in the Territory of the existence of Tripod Europe and shall encourage such members t o create and maintain mirrored versions of their homepages with Tripod Europe and to maintain links on the homepages on the Tripod Site to link to the homepages on the Tripod Europe Localized Site. If such members do not voluntarily agree to mirror their h omepages with Tripod Europe, the Company shall use all commercially reasonable efforts to persuade and motivate them to do so. Company shall provide Licensee with monthly tracking information to document such member transfers. At a point in time to be mut u ally agreed upon between the Company and Licensee, the Company shall mirror to Licensee's servers those existing Tripod members' homepages who either elect to have their homepages so mirrored, or who fail to opt out when given the option. The Company shal l provide Licensee with a complete list of all Tripod member e-mail addresses located in the Territory. On an ongoing basis, the Company shall provide Licensee with the e-mail addresses of new members who register on the Tripod Site who are domiciled in th e





Territory; provided, however, that Licensee shall not disclose those e-mail addresses to any third ...