License & Services Agreement

SUBJECT TO CONFIDENTIALITY AGREEMENT

DO NOT DISTRIBUTE





CLASSIFIED VENTURES - CITYSEARCH



LICENSE AND SERVICES AGREEMENT



INTRODUCTION CitySearch, Inc. ("CitySearch") and Classified

Ventures, L.L.C. ("CV") hereby enter into a

multiyear strategic relationship, in which

CitySearch will help CV to develop quickly its

vertical businesses in auto, new homes, apartments

and resale real estate (collectively, the "CV

Businesses"). CV will consider using CitySearch

services if CV expands its classified business into

other categories.



LICENSE AND SERVICES CitySearch grants to CV the following:



(i) A non-transferable (subject to the Assignment

section below), exclusive (as described below)

license to use the CitySearch Technology and

Business Systems, as defined in Exhibit A, solely

for use within the CV Businesses in the CV Territory

(defined to be North America subject to the

exclusions contained in the Competition section

below).



(ii) The right to license the CitySearch Technology

and Business Systems in the additional classified

categories of employment, personals and general

merchandise (the "Additional Categories") [*],

subject to the following: (a) if CV provides written

notice to CitySearch of its intent to license the

CitySearch Technology and Business Systems for use

in connection with one or more of the Additional

Categories, CitySearch agrees to license the

CitySearch Technology and Business Systems for use

in that Additional Category or Categories on an

exclusive basis according to other terms to be

agreed in the future, none of which shall conflict

with the terms contained in this section (ii), (b)

if CitySearch intends to license the CitySearch

Technology and Business Systems to a third party for

national application after





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July 2, 1999 and before expiration of any of the

successive two year terms, CitySearch will provide

CV with written notice of its intent to license. If

CV declines within 60 days to license the CitySearch

Technology and Business Systems subject to the terms

of this section (ii) or fails to respond, CitySearch

may license the CitySearch Technology and Business

Systems to any third party. If, on the other hand,

CV responds in writing within 30 days with a project

plan detailing resources committed to launch one or

more of the Additional Categories and project

milestones necessary to launch at least one of the

Additional Categories publicly online within five

months of CV's response to CitySearch ("Project

Plan"), then CitySearch will license the CitySearch

Technology and Business Systems to CV in the

Additional Category or Categories for which Project

Plans exist on an exclusivity basis according to

other terms to be agreed in the future, none of

which shall conflict with the terms contained in

this section (ii). If CV has not launched at least

one of the Additional Categories within five months,

or if CV does not roll out the Additional Categories

to at least 10 of the top 30 markets, ranked by MSA,

within one year, then the exclusivity granted in one

or more of the Additional Categories hereunder shall



(iii) CitySearch will also provide CV with the

services set forth on Exhibit A attached hereto.

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(iv) CitySearch will also assist CV, at CV's

direction, in compilation of data utilized in the CV

billing process.



Subject to execution of customary sublicense

documents, the CitySearch Technology and Business

Systems, and services provided by CitySearch, shall

be available to CV for application in CV affiliate

markets, CV's headquarters and/or other regional

production centers.



EXCLUSIVITY With respect to the CV Businesses in the CV

Territories, CV shall have exclusive access to the

CitySearch Technology and Business Systems,





provided that the license granted to CV hereunder

does not violate other CitySearch city guide

agreements, and that CV does not engage in elements

of CitySearch's city guide business in the markets

in which CitySearch or its partners operate. CV

shall make reasonable efforts to utilize CitySearch

as its sole provider of CV's customer service and

site production services in each of the individual

verticals according to the milestones set forth in

Exhibit D. In the event that CV does not utilize

CitySearch as the sole provider in a given vertical,

CitySearch shall not be subject to the non-

competition covenants contained herein with respect

to that vertical. Subject to the other restrictions

contained herein, CitySearch agrees not to license

the CitySearch Technology and Business Systems for

use in the Additional Categories to third parties

for national application prior to July 2, 1999.



AFFILIATE STATUS CitySearch will have the option to become CV's

affiliate in [*], and [*]. With respect to [*],

CitySearch agrees to make reasonable efforts to

negotiate a joint offering with [*]. CV will

consider making CitySearch its affiliate in other

markets where CV presently does not have an

affiliate. In any market where CitySearch desires to

become a CV affiliate, CitySearch agrees to sign

CV's standard affiliate agreement and comply with

the terms thereof including promotional requirements

as modified for non-newspaper affiliates. In each

such market, CV agrees to (i) deliver a draft

affiliate agreement containing all material terms

for each market on or before September 1, 1998, (ii)

charge CitySearch [*] (taking into consideration the

market size and other reasonable, objective criteria

that CV applies to a majority of its affiliates),

and (iii) publicly launch online each such

CitySearch affiliate on a timely basis such that

each affiliate is among the [*] of CV affiliates

launched among the CitySearch affiliate's decile,

ranked by MSA (for example, assuming [*] is the 63rd

largest market by MSA, CV agrees to launch

CitySearch's [*]service among the first five of the





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ten markets ranked 60-69 by MSA).



FEES CV will pay CitySearch (i) an initial, non-

refundable license fee of [*] payable in two

installments, the first payment of [*] payable

upon execution of the agreement, the second

payment of [*] payable pursuant to the payment

milestones set forth in Exhibit D and (ii) an

annual license fee paid quarterly in arrears,

equal to the greater of [*] of CV's gross

revenues generated in said year during years [*]

of the agreement. In years [*] and [*] of the

agreement, CV shall pay to CitySearch an annual

license fee paid quarterly in arrears, equal to

the greater of [*] of CV's gross revenues

generated in said year. In years [*] and [*], CV

shall pay to CitySearch an annual license fee paid

quarterly in arrears, equal to the greater of [*]

of CV's gross revenues generated in said year. CV

will also pay CitySearch the fees set forth in

Exhibit A and B for services monthly in arrears.

In the event CV acquires CitySearch during the

term of the agreement, all license fees paid or

due by CV to CitySearch shall be taken into

account in determining the value of CitySearch.



AUDIT Either party shall permit the other party and its

agents and accountants, on reasonable notice and at

reasonable times during normal business hours, to

audit, at the auditing party's expense, the books

and records of the other party relating to the

subject matter of this agreement. In the event that

an audit discloses any error in payment, appropriate

adjustments shall be paid immediately. In the

further event that an error is favorable to the

auditing party in an amount equal to or in excess of

fifteen (15) percent of the amount reported, then

the audited party shall reimburse the reasonable

costs of the audit and pay liquidated damages in the

amount of fifty (50) percent of the error.



DEFAULTS & REMEDIES By CitySearch. In the event CV believes CitySearch

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is in default of any of its obligations hereunder

including performance standards or milestones set

forth in the







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exhibits, and provided CV is not in default of any

of its obligations hereunder, CV shall give

CitySearch specific written notice of the default

and the parties agree to meet and confer (by

telephone or in person) in good faith within 5

business days of receipt of notice. If, at the

conclusion of the meet and confer process, which

shall not be longer than 10 additional business days

or such longer period as the parties mutually agree,

CV continues to believe CitySearch is in default, CV

shall provide written notice of the issues

remaining. Provided CV is not in default of any of

its obligations hereunder, if CitySearch has not

cured the default within 15 business days, or in the

case of a default that is not susceptible of cure

within 15 days, if CitySearch has not taken diligent

steps to commence cure of the default within 15

business days and completed such cure within three

months, CV may request arbitration to be conducted

by a mutually agreed disinterested third party

arbitrator, who shall be authorized to award damages

based on CitySearch's default (excluding

consequential or punitive damages), which damages

may be set-off against future service fees owed to

CitySearch, and which shall not in any event exceed

the total amount of fees paid to CitySearch. This

section describes CV's sole remedy in the event of a

default by CitySearch.



By CV. In the event CitySearch believes CV is in

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default of any of its obligations hereunder,

CitySearch shall give CV specific written notice of

the default and the parties agree to meet and confer

(by telephone or in person) in good faith within 15

days of receipt of notice.



TERM Two year terms (the last day of the last term of

which shall be the "Unwind Commencement Date") which

may be extended at CV's sole option for four

additional two year terms. CV may give written

notice to unwind the agreement no sooner than seven

months but no later than six months before

expiration of the current term. The provisions

contained within the Exclusivity and Competition

sections shall terminate on the





Unwind Commencement Date. For the one year period

following the Unwind Commencement Date, the parties

agree to continue all terms of this agreement,

except for the terms contained in the Exclusivity

and Competition sections. Absent notice to unwind,

the agreement shall renew for an additional two year



COMPETITION CitySearch will not offer, in its own markets or to

its licensees, online classified products in a

searchable database format or under a national brand

in the CV Businesses, except that CitySearch may

develop and market its own classified product [*]

(iii) in its owned and operated markets where there

is a CV affiliate, provided that (a) CitySearch

receives written approval from the CV affiliate in

the respective city and, [*] In markets where

CitySearch operates owned and operated markets and

currently offers products in the CV Businesses under

a national brand or in a searchable database format,

CitySearch agrees to [*]. Provided that CitySearch

complies with the obligations set forth in

subsection (iv) of this Competition section,

subsection (iv) shall not be construed to prevent

CitySearch from selling web sites to individuals or

businesses engaged in real estate or automobile-

related businesses or limit the content thereof.



NON-SOLICITATION During the term of the agreement and for a period of

[*] after the Unwind Commencement Date, (i)

CitySearch shall not solicit CV's affiliates or

customers with respect to the CV Businesses or an

Additional Category or Categories (to the extent CV

has launched an Additional Category or Categories

pursuant to this







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Agreement), and (ii) neither party shall, directly

or indirectly, solicit or hire, except for general

commercial solicitations, any employee or

independent contractor of the other party without

prior written approval.



REPORTING Given the rapidly evolving nature of CV's business,

the parties agree to meet periodically to review

CV's satisfaction with CitySearch's products and

services, and to outline action plans for the next

period. The parties agree to make commercially

reasonable efforts to hold status meetings daily. In

addition, the parties will conduct periodic service

reviews. These reviews shall take place at CV's

request, but no more frequently than monthly. At

each review meeting, the parties shall ensure that

each party is in compliance with the performance

standards and milestones contained in the exhibits

attached to this agreement.



REPRESENTATIVE CV will consider making CitySearch its RELATIONSHIP representative for selling classified solutions to

(i) affiliates in smaller North American markets;

and (ii) outside of North America.



INVESTMENT Subject to advice from underwriters and auditors,

CitySearch will make reasonable efforts to accept an

equity investment from CV for a period of 90 days or

until CitySearch is a public company, whichever is



ASSIGNMENT Either party may assign this agreement to an entity

acquiring all, or substantially all, of the party's

assets, or to an entity that the party wholly owns.



CONFIDENTIALITY The parties agree to execute the mutual

confidentiality agreement attached as Exhibit C

simultaneously with this agreement.



OWNERSHIP OF INTELLECTUAL Except as otherwise provided in this agreement or PROPERTY the attachments, CitySearch and CV will retain

ownership to the intellectual property provided by

one to the other.





Any and all non-public information CitySearch

obtains about the customers of CV affiliates, in the

course of serving such affiliates in the CV

Businesses, shall be considered the property of CV.

Other information about the CV Businesses will be

governed by the mutual confidentiality agreement.

With regard to software developed by CitySearch at

CV's request and wholly paid for by CV, CV shall own

the software, and grants to CitySearch a perpetual,

royalty-free license to use the software in

applications other than applications within the CV

Businesses or an Additional Category or Categories

(to the extent CV has launched an Additional

Category or Categories pursuant to this Agreement).



This license and services agreement constitutes a contractual commitment that is legally binding upon the parties, their successors, and assigns.



ACCEPTED AND AGREED:





CITYSEARCH, INC. CLASSIFIED VENTURES, L.L.C.



By: /s/ Charles R. Conn By: /s/ Timothy Landon

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Its: CEO Its: Chief Executive Officer

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7/17/98 July 16, 1998 Date:_________________________ Date:__________________________





EXHIBIT A

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CITYSEARCH TECHNOLOGY AND BUSINESS SYSTEMS



CitySearch will license the following to CV for use in the CV Businesses:



. TECHNOLOGY SYSTEMS



Throughout the term of the agreement, CitySearch will license and/or prov ide licenses to Classified Ventures for technology in the following areas: microsite production; microsite customer tracking and billing; customer service; and creating, editing and maintaining business listings ("Technology Systems"). While CitySearch ma y change technologies to meet future requirements, these technologies are expected to include a customized version of Aurum's Support Trak; CitySearch's PTB (Production, Tracking and Billing) system; Siteworks; and a geocoding tool. CitySearch will provide CV [*] seats (one machine on which the software application is installed) for use at its headquarters facilities, and up to [*] seats per application for each affiliate. Affiliates may add seats at CitySearch's incremental cost plus [*]% subject to a maxi m um of $[*] per seat. On at least a quarterly basis, CitySearch shall present to a designated Classified Ventures contact any new products or enhancements to Technology Systems for Classified Ventures to incorporate in its own product offerings. CitySearch shall also consult with Classified Ventures on its development plans with respect to the Technology Systems.



In addition, CitySearch shall present to CV any other software products released within the previous quarter that may have application to the CV B usinesses. Payment terms for products falling outside the scope of the Technology Systems will be negotiated separately.



. BUSINESS SYSTEMS



In the course of launching 7 owned and operated markets and 8 partner markets, CitySearch has developed a substa ntial set of intellectual property for launching and operating local online information businesses, particularly city guide-related businesses. This i ...