Noncompetition Agreement

NON-COMPETITION AGREEMENT





TORONTO STAR NEWSPAPERS LTD.



- AND-





TELE-DIRECT (SERVICES) INC.





- AND -





CITYSEARCH CANADA INC.





- AND -





METROLAND PRINTING, PUBLISHING AND DISTRIBUTING LTD.







MADE AS OF AUGUST 31, 1998

NON-COMPETITION AGREEMENT





THIS AGREEMENT made as of August 31, 1998;





BETWEEN:





TORONTO STAR NEWSPAPERS LTD., a corporation incorporated under

the laws of Ontario



("Tor News")



- and -



TELE-DIRECT (SERVICES) INC., a corporation incorporated under the

laws of Canada



("Tele-Direct")



- and -



CITYSEARCH CANADA INC., a corporation incorporated under the laws

of Ontario



("CitySearch Canada")



- and -



METROLAND PRINTING, PUBLISHING AND DISTRIBUTING LTD., a

corporation incorporated under the laws of Ontario



("Metroland")





WHEREAS Tor News, through its affiliate, Metroland, Tele-Direct and CitySearch Canada formed the toronto.com Limited Partnership for the purpose of carrying on the Limited Partnership Business;



AND WHEREAS Metroland, Tele-Direct and CitySearch Canada, among others, entered into the Limited Partnership Agreement;



AND WHEREAS CitySearch Inc. and CitySearch Canada are parties to an Amended and Restated License and Services Agreement, under which certain rights were sublicensed to toronto.com;



AND WHEREAS the parties hereto wish to make arrangements regarding their respective rights and obligations to each other.



NOW THEREFORE THIS AGREEMENT WITNESSES that, for good and valuable consideration and the paymen t by each of the parties to the other of the sum of $1.00 of lawful money of Canada (the receipt and sufficiency of which consideration is hereby acknowledged by each of the parties), the parties agree as follows:



ARTICLE 1 - INTERPRETATION

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1.01 DEFINITIONS

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In this Agreement, unless something in the subject matter or context is inconsistent therewith, the following terms as used herein, including the recitals, shall have the meanings set forth below:



(a) "AMENDED AND RESTATED LICENSE AND SERVICES AGREEMENT" means the

amended and restated agreement between CitySearch Inc. and CitySearch

Canada providing for the licensing to CitySearch Canada of certain

software, technology and know-how dated as of August 31, 1998;



(b) "AGREEMENT" means this agreement and all amendments made hereto by

written agreement between the parties hereto;



(c) "CITYSEARCH INFORMATION SERVICE" means an online service of providing

Content related to restaurants, entertainment, retail establishment,

community events and other services, including on-line ticketing and

sale of merchandise, pertaining to a particular city or geographic

region which uses the CitySearch Systems;



(d) "CITYSEARCH SYSTEMS" has the meaning set forth in Section 1.01 of the

Amended and Restated License and Services Agreement;



(e) "COMPETING SERVICE" has the meaning set forth in Section 2.01;



(f) "CONTENT" has the meaning ascribed thereto in the Amended and Restated

License and Services Agreement; and



(g) "LIMITED PARTNERSHIP AGREEMENT" means a limited partnership agreement

made as of August 31, 1998 between, among others, 1310818 Ontario

Inc., Tele-Direct, Metroland and CitySearch Canada.



1.02 OTHER CAPITALIZED TERMS

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Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Limited Partnership Agreement.



1.03 HEADINGS

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The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "hereu n der" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.



1.04 EXTENDED MEANINGS

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In this Agreement words importing the singular number only shall include the plural and vice versa, words importing any gender shall include all genders.



ARTICLE 2 - TERMS AND CONDITIONS

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2.01 COVENANT NOT TO COMPETE

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Each of Tele-Direc t, Tor News and CitySearch Canada hereby covenants and agrees that it shall not, directly or indirectly either on its own or through any agent, joint venture, subsidiary or independent contractor, at any time during the currency of this Agreement, offer a local, on-line city guide information service that taken as a whole competes with the CitySearch Information Service of the Limited Partnership (the "Competing Service") anywhere within [*].



2.02 CONTINUATION OF EXISTING BUSINESS

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Nothing herein shall restrict either Tor News or Tele-Direct from continuing or exp ...