Amend. #1 Advertising And Promotion Agreement With Yahoo!

Exhibit 10.28


EXECUTION COPY


Confidential Treatment has been requested with respect to portions of the agreement indicated with an asterisk [*]. A complete copy of this agreement, including the redacted terms, has been separately filed with the Securities and Exchange Commission.


AMENDMENT #1
ADVERTISING AND PROMOTION AGREEMENT


This Amendment #1 (this "Amendment") is entered into as of February 15, 2000 (the "Amendment Effective Date") by and between Yahoo! Inc., a Delaware corporation ("Yahoo") and Global Sports Interactive, Inc., a Pennsylvania Corporation ("Global Sports") and amends the Advertising and Promotion Agreement entered into between Yahoo and Global Sports as of October 3, 1999 (the "Agreement"). Unless otherwise expressly defined herein, all capitalized terms and Section references used herein shall have the meanings set forth in the Agreement.


WHEREAS, as of the Amendment Effective Date, Yahoo and Global Sports desire to limit Global Sports' exclusivity rights under Section 11 of the Agreement;


WHEREAS, as of April 1, 2000, Yahoo and Global Sports desire to terminate Yahoo's obligation to promote the Global Sports Links under Sections 2, 3, 4.2, 5, 6, 7 and 8 of the Agreement;


WHEREAS, as of April 1, 2000, Yahoo and Global Sports desire that Yahoo promote the Global Sports Sports & Recreation Shopping Links (as defined below);


WHEREAS, as of the Amendment Effective Date, Yahoo and Global Sports desire that Yahoo display the Global Sports Banner as set forth below and in Yahoo Insertion Order No. 72687.


WHEREAS, Yahoo and Global Sports desire to alter the compensation terms set forth in Section 13 of the Agreement;


NOW THEREFORE, in consideration of the mutual promises contained in this Amendment and the Agreement, Yahoo and Global Sports hereby agree to amend the Agreement as follows:


1. In Section 1 of the Agreement, the definition of the word "Term" shall be replaced by the following definition and the word "Amendment Effective Date" shall have the following meaning:


"Term" shall mean the period beginning on the Effective Date and continuing
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through December 31, 2000 or until this Agreement is otherwise terminated
pursuant to Section 14.


"Amendment Effective Date" shall mean February 15, 2000.
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EXECUTION COPY


2. In Section 1 of the Agreement, the following definition shall be added:


"Global Sports Sports & Recreation Shopping Links" shall mean all of the
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Paid Advertising provided in the Sports and Recreation category Pages of
Yahoo Shopping (including the Global Sports Charter Shopping
Sponsorship) with the following exceptions: (i) only [*] of the Paid
Advertising in the Yahoo Shopping Outdoor area; (ii) only [*] of the Paid
Advertising in the Yahoo Shopping Golf area; (iii) only [*] of the Paid
Advertising in the Yahoo Shopping Sports Supplements area; (iv) only
[*] of the Paid Advertising in the Yahoo Shopping Sports Memorabilia area.


3. In Section 1 of the Agreement, the definition of the word "Page View" shall
be replaced in its entirety by the following definition:


"Page View" shall mean a user's request for a Page as measured by Yahoo's
advertising reporting system. Global Sports acknowledges and agrees that
multiple Global Sports Links on the same Page requested by a user (e.g.,
Sports and Recreation category Pages of Yahoo Shopping) could result in
multiple Page Views being generated; provided that, Yahoo agrees that
multiple Page Views will not be counted for multiple Global Sports Links
appearing on Global Sports Banner Pages and Global Sports Button Pages.


4. Section 9 of the Agreement shall be replaced in its entirety with the
following:


Between the Effective Date and March 31, 2000, Yahoo will deliver [*]
Global Sports E-Mails through the Yahoo! Delivers program. In all cases,
Global Sports E-Mails shall be delivered only (x) to those registered users
of Yahoo's U.S. targeted e-mail service that have indicated during the
registration process for such service a willingness to receive promotional
solicitations via Yahoo Mail; and (y) in accordance with Yahoo's privacy
policy. The text of the Global Sports E-Mail shall be provided by Global
Sports, consistent with Yahoo's standard policies and guidelines for such
messages as set forth in Exhibit O, and ...