Network Affiliation Agreement

24/7 MEDIA INC.



NETWORK AFFILIATION AGREEMENT



1. AFFILIATION.

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The undersigned (hereinafter the "Network Affiliate"), the operator and owner of the Internet website(s) (the "Website(s)") specified on the signature pages hereto, hereby subscribes to be a member of the internet advertising networ k owned and operated by 24/7 Media, Inc., a Delaware corporation ("24/7"), and hereby grants solely to 24/7 the right and privilege to sell the Advertising Availabilities (as hereinafter defined) of the Network Affiliate to advertisers, advertising agenci e s, buying services or others ("Advertisers"). Advertising Availabilities include advertising banners, sponsorships, and those segments or spaces reasonably suitable for the display of advertising and to which the Tags (as defined in 2(A) below) shall be a ffixed as provided herein, on those pages or screens on the Website(s) owned and operated by the Network Affiliate (individually, a Page or Screen, collectively, the Pages or Screens).



2. OBLIGATIONS OF 24/7.

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In furtherance of the foregoing, 24/7 covenants and agrees to:



A. provide the Network Affiliate, during the term of this Agreement (the Term) and only for use in the performance of this Agreement, with unique tags in HTML/Java or other appropriate language (the Tags) (in which the Network Affiliate will not have or acquire any proprietary or property rights or interests, including any intellectual property rights), which will enable 24/7 to serve advertising to the Pages and Screens;



B. utilize its best efforts to sell the Advertising Availabilities on the Pages and Screens to Advertisers at such prices as 24/7 shall deem appropriate;



C. serve advertising to the Pages and Screens;



D. provide the Netw ork Affiliate with notice, via posting on 24/7 provided software of new advertisements that have been solicited by 24/7 to be displayed on the Network Affiliate's Website, and to use its best efforts to honor any decision by Network Affiliate to decline a ny advertisement, in accordance with the provisions in 3(D) below.



E. provide the Network Affiliate with real-time access to records

that will allow it to monitor the number of paid advertisements

delivered to each Page or Screen and the revenue (subject to

billing corrections and



* Certain information in this Exhibit has been omitted

and filed separately with the Commission. Confidential

treatment has been requested with respect to the omitted







adjustments) produced thereby. All such records, including data,

statistical information or other traffic analysis, produced or

provided by 24/7 shall be jointly owned by Network Affiliate and

24/7,



F. Information on the Network Affiliate's including, audience

numbers, viewership, inventory, site performance shall only be

used in aggregate form for the purpose of generating sales by

24/7, and



F. maintain suitable and qualified personnel in administrative, sales and technical positions necessary for 24/7 to perform effectively the terms of this Agreement.



3. OBLIGATIONS OF NETWORK AFFILIATE.

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The Network Affiliate covenants and agrees:



A. that during the Term, it shall use its best efforts to continue and maintain its Website(s), Pages, and Screens;



B. to insert the Tags on each Page or Screen and only on such Pages or Screens in such a manner as to assure that the advertisement to be affixed to said Tag is fully and clearly visible on the first screen viewed when the Page or Scre en is viewed at a 640 x 480 pixel resolution;



C. that the Network Affiliate's total Advertising Availabilities, excluding availabilities allocated to barter agreements, constitute not less than [*] ([*]) percent of the Network Affiliate's total number of Pages and Screens served (the Inventory);



D. to notify 24/7 within one (1) business day from the time of notice of any new advertisement is given of the Network Affiliate's rejection of any new advertisement. Failure to provide timel y notice of rejection of the new advertisement shall be deemed acceptance thereof.



E. to furnish 24/7 with all subscribership, viewership, inventory, and usage reports; reviews and audience studies; deliveries; census requirements; and any othe r information regarding the Website(s), Pages, and Screens as is reasonably available to the Network Affiliate and appropriate for use by 24/7 for the sale of Advertising Availabilities; and



F. not to engage, contract with, license or permit an y person, firm or entity other than 24/7 and its employees, or Network Affiliate's internal s ...