Software Distribution Agreement

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







CD ROM AGREEMENT





This CD ROM Agreement (the "Agreement") is by and be tween N2K, Inc., a company organized under the laws of Pennsylvania, with its principal place of business at 55 Broad Street, 26th Floor, New York, New York 10004 ("Licensee"), and the Netscape entity identified below as a signatory to the Agreement ("Net scape"), effective as of the date of execution by Netscape ("Effective Date").







WHEREAS, Licensee desires to bundle the standard Netscape Navigator Dial Up Kit product for version 3.0 with dial up kit for Macintosh, Windows 3.1 and Windows95 platform; Eng lish language, U.S. version; exportable/nonexportable and related documentation ("Software") with Licensee CD ROM products with music content for distribution to Licensee customers ("Licensee Products"); and



WHEREAS, Netscape desires to grant the rights necessary for such distribution;



NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to the terms and conditions set forth below:





1. Subject to the terms of this Agreement, Netscape hereby grants to Licensee a wor ldwide, nonexclusive and nontransferable license to use, reproduce, distribute and bundle with Licensee Products the object code version of the Software for purposes of distribution to Licensee customers. [****] which are shipped during the Term. Notwiths t anding the foregoing, Licensee shall not be obligated to bundle the Software with a particular Licensee's Products if [****] Additionally, Licensee agrees not to (and agrees to obligate its users not to) decompile, reverse engineer or otherwise determine source code for the Software.



2. When the Navigator 4.0 Dial Up Kit becomes commercially available, Licensee may request Netscape to provide the 4.0 Software version for purposes of this Agreement. 3. Licensee agrees to include the coupon/rebate offer to b e provided by Netscape for purchase of Netscape retail products in electronic form with Software and Licensee Product for distribution hereunder. The Software shall contain a mechanism which displays the coupon/rebate offer to an end user of the Software t he first time the end user uses the browser component of the Software; after the first time the end user uses the browser component of the Software, the browser will access a home page designated by Licensee. Licensee agrees that it will not alter the "us e r agent" string or the preferences file of the Software, or make any other changes to the Software or Licensee Product, in a manner which prevents the presentation of the coupon/rebate offer the first time an end user uses the browser component of the Sof tware.



4. Licensee agrees to keep accurate records reflecting the number of Licensee Products distributed pursuant to this Agreement, and such records shall be subject to audit by Netscape to ensure compliance with the terms of this Agreement.



5. For each Licensee customer using the Licensee Product that selects and registers with an Internet Service Provider through Netscape's Internet Access Account Server, Netscape agrees to pay Licensee a fee of [****]. After Netscape has received quarterly reports from and has been paid by its Internet Service Provider, Netscape shall generate and provide a quarterly report for Licensee indicating the number of Licensee customers that have registered through the Internet Registration Server. Based on such q uarterly reports and the fee structure identified above, Netscape ...