Web Site Development Agreement

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





WEB SITE DEVELOPMENT AGREEMENT



Agreement made as of the 18th day of June, 1997, by and between WBGO, 54 Park Place, Newark, N.J. 07102 ("WBGO") and N2K INC., 55 Broad Street, New York, N.Y. 10004 ("N2K")



WHEREAS, WBGO is a radio station broadcasting a jazz format within the Metropolitan New York/New Jersey vicinity, (the "Programming Service"); and



WHEREAS, N2K is the designer and operator of Internet-based information and transaction services, and engaged in providing content via its online service, Jazz Cen tral Station ("JCS"), which is available free to the public through the Internet and commercial online services; and



WHEREAS, WBGO and N2K desire to establish and maintain a WEB site within N2K's JCS (hereafter the "WEB SITE," as further defined in section 1(d) below), through which WBGO and N2K will provide to users of the Internet and commercial on-line services (hereafter the "Internet" shall refer to the Internet and commercial on-line services collectively), the retransmission of ce rtain portions of WBGO's over the air programming to such Internet users; and



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) WBGO grants to N2K an 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 fil es constituting the WEB SITE readily available for transmission and, where applicable, downloading on demand to computers connected to the Internet;



(b) WBGO grants to N2K a license to use its trademarks (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"). WBGO agrees that the WEB SITE will be the only web site through which the Programming Service will be available and agrees to so indicate on its marketing materials and relevant formal public communications



(c) WBGO grants N2K the exclusive right and license to retransmit on-line those portions of WBGO's compl ete Programming Service which is owned and/or controlled by WBGO (the "WBGO Programming Service"), to provide said WBGO Programming Service





(through "Streaming Audio" or equivalent technology) free to the public via its online service, (the "Retransmiss ion"). WBGO agrees that it will not make the Programming Service available to any other Web site or on-line service. N2K agrees that the Retransmission will be on a "live" or "real time" basis. For avoidance of doubt, the WBGO Programming Service will not include certain programs provided and controlled by third parties, such as National Public Radio, where WBGO does not have authority to retransmit such programming and so notifies N2K reasonably in advance. In each such instance where such programming is n ot available for retransmission by N2K, WBGO agrees to cooperate with N2K in obtaining suitable substitute programming material. In consideration of WBGO's agreement not to grant a similar license for the retransmission of any or all of WBGO's Programming Service, N2K agrees that it will not, during the term hereof, contract with any other third party, operating a traditional jazz radio station, to carry such station's program service within N2K's JCS. For avoidance of doubt, the foregoing shall not be con strued as prohibiting or in any way limiting N2K from transmitting performances of jazz music in conjunction with or without other multimedia and interactive content, through JCS or its other on-line services.



(d) For purposes of this agr eement the "WEB SITE" shall refer to the World Wide Web site created pursuant to this Agreement and its constituting data and program files, including without limitation, the User Interface (as hereafter defined) 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. It is agreed that the WEB SITE shall constitute a single "page" within JCS, containing the Retransmission and related text and/or graphics, provided that at such time as the content on the WEB SITE reaches the capacity of the single page, the WEB SITE shall be enlarged, subject to the mutual approval of the parties hereto.



2. PERFORMANCE LICENSING:



N2K will notify ASCAP and BMI and any other necessary licensing authority of its intention to carry WBGO's broadcast signal, will obtain any and all licenses from these or other entities and will be responsible for any and all fees and other responsibilities required for the Retransmission on JCS and hereby indemnifies WBGO with respect to any claims arising from N2K's breach of this warranty.



3. ENGINEERING AND MAINTENANCE:



N2K shall (i) link the WEBSITE to N2K's databases and related services, and (ii) operate the WEB SITE as heretofore described above. N2K shall store the WEB SITE on its servers, and provide and maintain the technical systems through which the WEB SITE shall be accessed via the Internet. N2K shall be solely responsible for the operation of the WEB SITE and w ill bear the cost of the aforementioned WEB SITE design and development, including, without limitation, HTML formatting, software development and software licensing, subject to the provisions of section 5(b) below.





4. UPDATES AND TECHNICAL MAINTENANCE



During the term of this agreement, N2K agrees to perform the functions described in Section 3 above, from time to time as it deems necessary, to update and to maintain the WEB SITE in proper working order and to use the same or substantially e quivalent methods for delivery of Retransmission as the most widely recognized and technically advanced. N2K will bear the costs incurred in performing the aforementioned tasks subject to the provisions of section 5(b) below.



5. BUDGET



(a) N2K agrees to allocate and spend approximately [****] Dollars in one time costs (the "Development Expense") to design, produce and provide initial maintenance to establish the WEB SITE and approximately [****] Dollars during the term to maintain the WEB SITE (the "Maintenance Expense").



(b) In consideration for the costs to be incurred by N2K as set forth in 5(a) above, the benefits to WBGO of the WEB SITE'S presence on JCS and the other forms of promotion for WBGO to be provide d by N2K, WBGO agrees to provide, at no cost to N2K, a minimum of three hundred fifty (350) thirty second (0:30) "Underwriting Announcements" during each ye ...