Exclusive Online Distribution Agreement

License and Services Agreement ("Agreement") is made and

entered into as of August 12, 1998, by and between

Ticketmaster Corporation, an Illinois corporation ("TM

Corp"); Ticketmaster Multimedia Holdings, Inc., a Delaware

corporation ("TMOL") and USA Networks, Inc. ("USAi").

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The parties have entered into an Agreement and Plan of Reorganization ("Reorganization Agreement") of even date herewith under which TMOL became a wholly-owned subsidiary of CitySearch, Inc. ( "CitySearch"). TMOL was, immediately prior to the effective date of the merger consummated pursuant to the Reorganization Agreement, a wholly-owned subsidiary of TM Corp, serving as Online (as defined below) distribution agent for TM Corp and, upon effec tiveness of the merger, remains an indirect subsidiary of TM Corp.



As part of the transaction described in the Reorganization Agreement and pursuant to this Agreement, Ticketmaster Companies are formally designating TMOL as their exclusive agent for Online distribution of TM Tickets serving TM Corp's Client Venues and are granting to TMOL the right to use the "Ticketmaster" logos and related trademark and service mark rights in connection with the online sales of tickets and merchandise.



In consideration of the foregoing premises and the respective representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the partie s hereto agree as follows:



ARTICLE I





1.1 Definitions. The following terms shall have the meanings set

----------- forth below for all purposes under this Agreement.



"Affiliate" of an entity means (i) any entity controlled by, controlling, or under common control with such first entity, where "control" means ownership, either direct or indirect, of more than 50% of the equity interest entitl ed to vote for the election of directors or equivalent governing body and/or (ii) any entity of which such first entity has possession, either direct or indirect, of the power to direct or cause the direction of management and policies of the second entit y through ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, neither TMOL, CitySearch nor either of their majority-owned subsidiaries will be considered to be an Affiliate of TM Corp or any of the Ticketmaster Compani es for the purposes of this Agreement.

"Client Venue Agreement" means a contract, agreement or arrangement for the distribution of tickets on behalf of a Venue to which any Ticketmaster Company is a party.



"Client Venues" means Venues which are parties to Client Venue Agreements.



"Confidential Information" means any information disclosed by one party to the other pursuant to this Agreement, either orally or in writing, which is designated "Confidential," "Proprietary" or in some similar manner.



"Consumers" means parties buying Tickets or Merchandise.



"Fees" means any fees or charges (including without limitation convenience charges, shipping and handling charges, TMOL Inside Charges, license fees and sales and use taxes) payable to a Ticketmaster Company in respect of Online Ticket sales.



"Merchandise" means goods or services other than tickets.



"Online" means electronic interactive services that are available via public or private computer networks such as the Internet (e.g. the World Wide Web), proprietary online services such as America Online and hybrid Internet services such as WebTV and @Home. In the event that other electronic interactive services emerge that would facilitate the sale of Tickets, the parties pledge to mak e a good faith effort to integrate those services into this Agreement, where appropriate. "Online" does not mean media such as non- interactive cable television, satellite television, broadcast television, or the like. The parties acknowledge that this d efinition also does not include voice- to-voice or VRU based telephone services, kiosks dedicated exclusively to ticket sales or retail ticket outlets.



"Online Ticketing and Sales" means the portion of any sale or attempted sale of Tickets or Mer chandise by Online means during which (a) the Consumer provides specific transaction information such as quantity and type of Tickets or Merchandise requested for purchase; (b) Inventory Data is accessed, utilized, manipulated or displayed; (c) the Consum e r provides personal data such as name, billing and shipping address, and credit card or other payment information; (d) the Consumer becomes bound to the purchase of the Tickets or Merchandise; or (e) steps in an attempted or completed purchase and sale tr ansaction occur that are substantially equivalent to any of (a) through (d).



"Online Promotion" means the portion of any sale, attempted sale or promotion of Tickets or Merchandise by Online means which does not constitute Online Ticketing and Sales.



"Territory" means the United States, Canada and the United Kingdom, their territories and possessions.



"Ticket" means tickets or reservations for individual (not group or season) sale to the general public for any event or attrac tion, that may be sold, distributed or promoted under a Trademark, excluding only travel and lodging, for which a convenience charge has been received and retained, not sold at a box office for the Client Venue.





"ticketmaster.com" means all Web sites and pages located at the domain name ticketmaster.com or any subdomains thereof and successors consistent with the definition of Online.



"Ticketmaster Companies" means USAi, Ticketmaster Group, Inc., TM Corp, and all their respective Affiliates, whether existing now or in the future, other than CitySearch or TMOL or any of the majority-owned subsidiaries of CitySearch or TMOL.



"TM Data" means the database maintained by TM Corp or its subsidiaries containing, among other things, publicly available data regarding Client Venues ("Venue Data"); confidential data regarding Consumer Online sales, demographic and other data relating to Online sales ("Consumer Data"); publicly available data regarding performances, events and attractio ns ("Event Data"); publicly available data regarding TM Merchandise ("Merchandise Data"); and confidential data regarding inventories of Tickets for Client Venues or TM Merchandise ("Inventory Data").



"TM Domain Names" means the domain names listed on Exhibit F.



"TM Merchandise" means any goods or services that TM Corp or its subsidiaries may sell or have the right to sell to Consumers in any manner, including without limitation through Online distribution.



"TM Ticket" means any Ticket that any Ticketmaster Company may sell or provide to Consumers pursuant to a Client Venue Agreement.



"TMOL Inside Charges" means per Ticket during any year the "Online Percentage" of the excess of inside ch arge per Ticket in such year over the inside charge per Ticket in 1998 escalating at 5% per year thereafter where (i) the inside charge per Ticket is determined for this clause only based on telephone, box office, Online and outlet Ticket sales and (ii) " Online Percentage" is the number of TM Tickets sold Online as a percentage of total TM Tickets sold for such year.



"Trademarks" means the marks identified in Exhibit D incorporating the word "Ticketmaster," and any other logos, trademarks, servic e marks, and the like incorporating the word "Ticketmaster" that the Ticketmaster Companies may adopt from time to time using the Ticketmaster name in connection with the distribution of Tickets.



"Venues" means entities that own or control the sale of Tickets.



1.2 Interpretations. Except as otherwise expressly provided in this

--------------- Agreement, the following rules of interpretation apply to this Agreement: (i) t he singular includes the plural and the plural includes the singular; (ii) "or" and "any" are not exclusive and "include" and "including" are not limiting; (iii) a reference to any agreement or other contract includes permitted supplements and amendments; (iv) a reference to a law includes any amendment or modification to such law and any rules or regulations issued thereunder; (v) a reference to a person includes its permitted successors and assigns; (vi) a reference to generally accepted accounting princ iples refers to United States generally accepted accounting



principles; and (vii) a reference in this Agreement to an Article, Section, Annex, Exhibit or Schedule is to the Article, Section, Annex, Exhibit or Schedule of this Agreement.



ARTICLE II



LICENSE, AGENCY



2.1 Licenses; Agencies. Subject to the continued compliance by TMOL

------------------ with all of the material terms and conditions of this Agreement:



(a) Trademark License. TM Corp, on behalf of Ticketmaster Companies,

----------------- hereby grants to TMOL as follows:



(i) the exclusive, perpetual, irrevocable, worldwide right to use the Trademarks to designate the source or origin of TM Tickets in connection with Online Ticketing and Sale of TM Tickets;



(ii) the exclusive, perpetual, irrevocable right to use the Trademarks to designate the source or origin of TM Merchandise in connection with the Online Ticketing and Sale of TM Merchandise to shipping addresses within the Territory;



(iii) the non-exclusive, perpetual, irrevocable right to use the Trademarks to designate the source or origin of TM Merchandise in connection with the Online Ticketing and Sale of TM Merchandise to shipping addresses outside the Territory;



(iv) the non-exclusive, perpetual, irrevocable, worldwide right to use the Trademarks in connection with Online Promotion of TM Tickets and TM Merchandise, including without limitation the right to display the Trademarks on Web sites of TMOL and the right to use the Trademarks on promotional and advertising materials in connection with Online Ticketing and Sale and Online Promotion of TM Tickets and TM Merchandise; and



(v) the exclusive, perpetual, irrevocable right to use the TM Domain Names.



(b) Use of TM Data. TM Corp, on behalf of Ticketmaster Companies,

-------------- hereby grants to TMOL the exclusive (to the extent set forth below in subparagraph ( v)), worldwide, perpetual, irrevocable license to use the TM Data in connection with the operation of the TMOL business as follows:



(i) Inventory Data is confidential and may be used by TMOL

solely in connection with Online Ticketing and Sales to individual

Consumers, and may not otherwise be used by TMOL. In particular, TMOL may

not on its own behalf systematically access, or permit any third party

systematically to access, the Inventory Data in order to view or duplicate

any portion of the Inventory Data database other than as necessary in

connection with individual bona fide Online Ticketing and Sales.





(ii) Consumer Data is confidential and may be used by TMOL solely

in connection with bona fide Online Ticketing and Sales, advertising,

direct mail and Online Promotion conducted by TMOL on its own behalf.



(iii) Except as required pursuant to Client Venue Agreements

and the Agreements listed on Exhibit G, Venue, Event and Merchandise Data

may be used by TMOL on its own behalf but not licensed, sold or leased to

third parties. TMOL may use such Venue, Event and Merchandise Data solely

in connection with use of one or more appropriate Trademarks branding the

web page, display or advertisement in which such Venue, Event and

Merchandise Data is used or otherwise in connection with the proximate use

of one or more appropriate Trademarks.



(iv) The restrictions contained in subparagraphs (i) through

(iii) above shall not apply to the extent that any TM Data that becomes

known to TMOL from a source other than TM Corp or its Affiliate and is

subject to less restrictive usage requirements.



(v) Except as may be provided for in any Client Venue Agreements

or any agreements to which the Ticketmaster Companies are party as of the

date hereof that are listed in Exhibit G, the Ticketmaster Companies shall

not authorize any third party to use TM Data Online.



(c) TM Tickets. TM Corp, on behalf of Ticketmaster Companies, hereby

---------- appoints TMOL as worldwide, exclusive, perpetual agent for the Online Ticketing and Sale and Online Promotion of TM Tickets in accordance with the terms of the Client Venue Agreements. Except as required under this Agreement, TM Corp agrees on behalf of Ticketmaster Companies that Ticketmaster Companies shall not engage in Online Ticketing and Sale and Online Promotion of TM Tickets, or grant to any other party the right to engage in such actions, or use the Trademarks in connection with such actions or cooperate with in any way or grant to any other party the right to use the Trademarks in connection with Online Ticketing and Sale and Online Promotion of TM Tickets. In the case of any country in which there is a Client Venue for which TM Corp or an Affiliate has acquired rights to conduct Online Ticketing and Sales and Online Promotion of TM Tickets for such Client Venue, upon the request of TM Corp, TMOL shall use commercially reasonable efforts to develop a Web site or similar Online content, as TM Corp may request, enabling the Online Ticketing and Sale of TM Tickets in a form and language appropriate to such country.



(d) Merchandise. TM Corp, on behalf of Ticketmaster Companies, hereby

----------- app oints TMOL as non-exclusive, worldwide agent for the Online Ticketing and Sale and Online Promotion of TM Merchandise. TMOL may sell Other Merchandise, subject to Sections 2.2. TM Corp agrees on behalf of Ticketmaster Companies that Ticketmaster Compani e s shall not grant to any other party the right to serve as agent for, or cooperate with in any way or grant to any other party the right to use the Trademarks in connection with, the Online Ticketing and Sale of TM Merchandise for shipping addresses in th e Territory.





2.2 Other Agreements. TMOL's rights under Section 2.1 and this

---------------- Agreement are subordinated and subject to any rights retained by such Client Venues under an y Client Venue Agreement, and subordinated and subject to all other agreements to which the Ticketmaster Companies are subject as of the date hereof that are listed in Exhibit G. TMOL shall not breach the terms and provisions of any Client Venue Agreemen t s or other agreements to which the Ticketmaster Companies are party provided or made available to TMOL by the Ticketmaster Companies that are applicable to TMOL's activities under this Agreement, nor breach the terms or provisions of such agreements about which TM Corp has given TMOL notice; provided, however, that TMOL will not be deemed in breach of this provision unless such breach remains uncured for the cure period in the underlying contract provided that TM Corp gives notice to TMOL (including notice of the relevant cure period) thereof describing such breach and the relevant contract terms.



2.3 TMOL Marketing Partners and Affiliates. Subject to the consent

-------------------------------------- of TM Corp, which consent shall not be unreasonably withheld, TMOL may sublicense the rights granted above and appoint distribution agents to perform Online Ticketing and Sale and Online Promotion of TM Tickets and TM Merchandise to any TMOL business associat e s operating city guide Web sites and approved by TM Corp, in connection with the operation of such sites. Any such sublicense or distribution arrangement shall be on terms approved by TM Corp, whose approval shall not be unreasonably withheld. TMOL may also allow any TMOL Affiliate agreeing to comply with the terms of this Agreement to exercise any right hereunder.



ARTICLE III



MARKETING AND USE OF TRADEMARKS



3.1 ticketmaster.com. At all times during the term of this

---------------- Agreement, TMOL shall conduct Online Ticketing and Sales solely by means of the ticketmaster.com domain or subdomai ns thereof, including ticketing.ticketmaster.com, or in the case of Consumers making use of Online communications not part of the World Wide Web, such as America Online and other proprietary Online services, solely by means of technology authorized by TM C orp, which authorization shall not be unreasonably withheld. Without limiting Article II, TMOL may conduct Online Promotion by means of ticketmaster.com and subdomains thereof. TMOL shall consult with TM Corp regarding Online Promotion by other Online m eans. TMOL shall perform any Online Promotion by other Online means in good faith, and subject to Section 2.2.



3.2 TMOL Sponsorships. TMOL shall comply with the trademark use

----------------- guidelines in Exhibit C regarding sponsorships, advertising or promotions arranged and sold by TMOL to third parties involving ticketmaster.com. Any use not allowed by such guidelines will be subject to the prior approval of TM Corp, which will no t be unreasonably delayed or withheld. TM Corp and TMOL will develop a working relationship for daily review of the content of ticketmaster.com for uses requiring prior approval.



3.3 Compliance with Laws. Each party shall comply with all

-------------------- applicable laws, statutes and regulations with respect to such parties' obligations under this Agreement.





3.4 Ownership. TMOL acknowledges and admits the validity of the

--------- Trademarks and covenants that it will not directly or indirectly contest the validity of the Trademarks or the right and title of TM Corp therein and thereto. All uses to be made by TMOL or its permitted sublicensees, if any, of the Trademarks shall inure to the benefit of TM Corp. TMOL and its permitted sublicensees, if any, shall acquire no right, title or interest in the Trademarks or any goodwill associated therewith apart from the r i ghts granted to TMOL herein. This Agreement shall not affect TM Corp's right to enjoin or obtain relief against any acts by third parties of trademark infringement or unfair competition. At the request of TM Corp, TMOL shall, and shall cause any of its permitted sublicensees to, execute and deliver any and all documents necessary to enter TMOL or its permitted sublicensees thereof as registered users of the Trademarks in each country of use to the extent required by applicable law.



3.5 Quality Control. All uses by TMOL of the Trademarks shall meet

--------------- commercially reasonable standards of quality, which includes but is not limited to the quality of the services and produc ts heretofore distributed or provided by TM Corp, or shall meet such other reasonable standards and specifications as may be set by TM Corp and communicated to TMOL from time to time, including but not limited to any fair practices requirements that TM Co r p may reasonably promulgate, such as prohibitions on brokering, scalping and unauthorized release of Tickets, and similar requirements appropriate to the Online environment. Upon TM Corp's request from time to time, TMOL shall provide to TM Corp represent ative samples of its uses of the Trademarks or permit TM Corp to inspect TMOL's places of business where the Trademarks are used.



3.6 Maintenance and Protection of Trademarks.

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(a) Maintenance of Trademarks. TM Corp shall use commercially

------------------------- reasonable efforts to maintain all registrations and prosecute all applications for registration in the Trademarks. TM Corp shall include, to the extent legally permissible and commercially reasonable, Online Ticketing and Sale of TM Tickets and TM Merchandise in connection with any descriptions of use in any applications to be filed for trademark registrations. At TM C o rp's reasonable request, TMOL, at TMOL's expense, shall furnish evidence of use as may be reasonably required for such maintenance, and shall execute all documents as TM Corp reasonably requests in order to maintain a registration or establish or maintain TM Corp's ownership of the Trademarks.



(b) Trademark Legends. TMOL shall use any trademark notice that TM

----------------- Corp deems advisable. In connection herewith, TMOL may use the encircled R ("(R)"), service mark ("?") or trademark ("") designations, as appropriate, the first and most prominent time each Trademark is used, and may use the following legend:



"[Trademark(s)] [is a/are] [federally-] [registered trademark(s)]

owned by Ticketmaster Corporation and [is/are] used under license."



(c) Infringement. Each party will notify the other party of any and

------------ all infringements, imitations or illegal uses of the Trademarks that come to such party's attention. TM Corp shall have the right, and to the extent commercially reasonable, the obligation, to



prosecute, defend a ...