Web Site Development Agreement

Portions of this Exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, marked by [****], have been separately filed with the Commission.



WEB SITE DEVELOPMENT AGREEMENT



Agreement made as of the 1st day of November, 1996, by and between Interstate Broadcasting Company, Inc., licensee of WQXR, 122 Fifth Avenue, New Y ork, New York 10011 ("WQXR") and N2K Inc., a Delaware corporation, with offices located at 55 Broad Street, New York, N.Y. 10004 ("N2K")



WHEREAS, WQXR is a radio station broadcasting a classical music format within the metropolitan New York area, currently 163.5 hours per week (the "Programming Service").



WHEREAS, N2K is the designer and operator of Internet-based information and transaction services, and engaged in providing content via its online service, Classical In sites "CI" which is available free to the public through the Internet (the "Internet") and commercial online services ("On-Line Services").



WHEREAS, WQXR and N2K desire to establish and maintain a WEB site within N2K's CI, (hereafter the "WEB SITE,") as further defined in section l(e) below) including, but not limited to, the retransmission of WQXR's over the air programming to such Internet users; and



WHEREAS, WQXR desires to grant to N2K, rights to use of WQXR's name and logo (the "Marks") and "Materials" (as hereafter defined) for use on the WEB SITE, subject to the terms and conditions herein,



NOW, THEREFORE, in consideration of the mutual promises herein contained and for good and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:



1. RIGHTS GRANTED



(a) WQXR grants to N2K the exclusive license to (i) load and store the computer files constituting the WEB SITE, on N2K's World Wide Web server, (ii) make the computer files constituting the WEB SITE readily available for transmission and, where a pplicable, downloading on demand to computers connected to the Internet, (iii) effectuate secure commercial transactions on the WEB SITE, and (iv) display advertisement and/or sponsor messages on the WEB SITE. With respect to the preceding I(a)(ii) and (i v ), it is agreed that the parties will negotiate in good faith with respect to the allocation of any revenues derived from advertising, sponsorships or the sale of merchandise on or through the WEB SITE, provided that no such advertising, sponsorships or m e rchandise will be displayed on the WEB SITE until the parties, following such negotiation, have agreed in writing upon the terms with respect thereto. For avoidance of doubt, the preceding sentence shall not be construed as to prevent WQXR from identifyin g any entity as the sponsor of a WQXR program when such entity is the regular sponsor









of such programming.



(b) WQXR grants to N2K the right to use the Marks within the WEB SITE, and in any media for advertising and publicity and in connection with WEB SITE and in promotional materials prepared in connection with the WEB SITE (the "Promotional Materials"). N2K will first obtain WQXR's reasonable approval with respect to such advertising, publicity and promotional materials, which approval shall be deemed granted if not received within five (5) business days of N2K's request therefor. WQXR grants N2K the exclusive right to use of the domain name WQXR.com or similar identifier and agrees that the WEB SITE will be the only official WQXR WEB site an d agrees to refer to the WEB SITE as such, or in a similar fashion, on its marketing materials and relevant formal public communications



(c) WQXR grants N2K the exclusive right and license to retransmit on-line (e.g., via commercial on-line servic es and the Internet) WQXR's complete Programming Service, to provide said Programming Service (through "Streaming Audio" or equivalent technology) free to the public via its online service, CI (the "Retransmission"), it being understood that the Retransmi s sion will not be mechanically fixed in synchronization with particular visual images. Notwithstanding the preceding sentence, the Retransmission will not include any elements of the Program Service for which WQXR is prohibited from granting such retransmi s sion rights pursuant to the restrictions of its contract with a third party providing such programming. WQXR will provide N2K with appropriate advance notice when such programming elements will not be available for retransmission. In consideration of WQXR ' s agreement not to grant the same or similar rights for the retransmission of any or all of WQXR's Programming Service to any on-line service, N2K agrees that it will not contract with another classical radio station to carry such station's program servic e within N2K's CI. For avoidance of doubt, the preceding sentence shall not be construed as to prohibit or in any way limit N2K from providing using classical music in conjunction with other multimedia and interactive content, through CI or its other on-li ne services.



(d) WQXR grants to N2K a non-exclusive license, with respect to use on the Internet, to use on the WEB SITE any photographs, memorabilia, written materials, logos, artwork, data, and other content related to WQXR and/or the world of c lassical music, which is owned or controlled by WQXR (the "Materials"). Said license shall include the right to: (i) reproduce the Materials in digital form within, in combination with other works, such as audio, video, animation or graphics; (ii) transmi t the Materials, including their digital representation, on a worldwide basis through CI; (iii) advertise, publicize and promote the Materials using references to and excerpts from the Materials through any and all media; (iv) to edit, adapt, modify or alt e r the Materials, in Company's discretion, for either technical or editorial purposes related to use on the WEB SITE or CI, except that N2K will first obtain WQXR's reasonable approval with respect to such editing, adaptation or modification of publicity a n d promotional material or WQXR's logo, which shall be deemed granted if not received within five (5) business days of N2K's request therefor. Notwithstanding anything to the contrary in the foregoing provisions of this paragraph I (d), WQXR agrees that it s right to provide or license Materials to third party Web sites, shall be conditioned upon such Materials being offered at the same time to N2K for its use;







(e) For purposes of this agreement the "WEB SITE" shall refer to the World Wide Web sit e created pursuant to this Agreement and its constituting data and program files, including without limitation, the User interface (as hereafter defined) and the Materials formatted in HTML or any other programming language, and produced for transmission over the Internet, as such site may be updated from time to time.



2. Development



(a) Artistic Conception: The design of the WEB SITE's end-user screens, including layout, coloration and typeset shall be produced by designers of N2K subject to the creative direction of WQXR and mutual approval of WQXR and N2K.



(b) Content Plan and Technical Specifications: WQXR and N2K will be jointly responsible for selecting the content made accessible on the WEB SITE. WQXR will collaborate with N 2K's producer to develop a content plan and functional specifications for the WQXR site.



(c) WQXR Content: WQ ...