Advertising Agreement

EXHIBIT 10.21


BROADBAND SPORTS, INC.
ADVERTISING AGREEMENT


This Advertising Agreement (this "Agreement") is made and entered into as of April 12, 2000 (the "Effective Date"), by and between DIRECTV, Inc., a California corporation ("DIRECTV") and Broadband Sports, Inc., a Delaware corporation ("BBS"). DTV and BBS shall each constitute a "Party" under this Agreement and shall collectively constitute the "Parties" under this Agreement.


RECITALS


WHEREAS, DIRECTV has established a direct broadcast satellite ("DBS") service-based multi-channel distribution system in the USA currently known as "DIRECTV";


WHEREAS, an important component of DIRECTV's programming format for the DTV System is sports programming and packages of sports programming;


WHEREAS, BBS is a leading provider of content to sports enthusiasts and operates, programs or controls a number of on-line websites and other on-line destinations devoted to sports;


WHEREAS, BBS and DIRECTV desire to enter into this Agreement to set forth the terms upon which the Parties may engage in advertising/promotional opportunities;


NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, BBS and DIRECTV agree as set forth herein:


1. DEFINITIONS:
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The following terms and variations thereof, as used herein, shall have the meanings listed below. Terms not defined in this Section shall have the meanings ascribed to them elsewhere in the Agreement.


"Affiliated Company": With respect to any Person, another Person
controlled by, under common control with or controlling (i.e., the power to
direct affairs by reason of ownership of voting stock, by contract or
otherwise) such Person.


"BBS Advertising": Advertising Impressions on the BBS Properties.


"BBS Properties": Internet web sites on the World Wide Web that are owned,
managed, maintained or otherwise controlled by BBS or its agents from time
to time. As of the Effective Date, the BBS Properties includes
AthletesDirect, College Sports Xchange, Pro Sports Xchange, RotoNewsDirect,
SportsAuthenticsDirect and SportsWritersDirect.


"Competing Multi-Channel System": Any multi-channel television
distribution system, including without limitation any multi-channel cable
or satellite-delivered television distribution system, operated wholly or
predominantly in the USA, other than the DTV System. By way of example
(but not limitation), a Competing Multi-Channel System would include, for
example, the Dish Network and Time Warner Cable, but would not include, for
example,


"DTV Programming Services": Any programming service, whether owned or
operated by DTV or by a third Person, distributed over the DTV System to
DTV Subscribers.


"DTV System": The DBS service owned and operated by DIRECTV and/or its
Affiliates currently known as "DIRECTV" which utilizes DBS communications
satellites located at 101 degrees W.L. to provide programming to
subscribers in the United States (and any successor service).


"DTV Subscribers": Those customers (both residential and non-residential
customers) authorized by DTV to receive the DTV System.


"Impression": An on-line user's exposure to an advertisement, including,
without limitation, to the applicable advertiser's trademark or logo; or
any teaser, icon, or link to an Internet site of or designated by such
advertiser.


"Internet Sports Provider": An on-line service, web-site or Internet
destination that features, as its predominant category of content, any or
any combination of the following: sports-related news, sports information,
sports programming, sales of sports-related memorabilia and/or sales of
licensed professional/collegiate team wear, apparel or products.


"Laws": Any FCC and any other governmental (whether international, federal,
state, municipal or otherwise) statute, law, rule, regulation, ordinance,
code, directive and order, including, without limitation, any court order.


"Person": Any natural person, corporation, division of a corporation,
partnership, trust, joint venture, limited liability company, association,
company, estate, unincorporated organization or government or any agency or
political subdivision thereof.


"Professional League Packages" Those "season packages" of live professional
sports league programming made available by DIRECTV to its DTV Subscribers.
The Professional League Packages currently made available by DTV are the
"MLB Extra Innings" package (comprised of Major League Baseball games) (the
"MLB Package"), "NFL Sunday Ticket" package (comprised of National Football
League games) (the "NFL Package"), the "NBA League Pass" package (comprised
of National Basketball Association games) (the "NBA Package") and the "NHL:
Center Ice" package (comprised of National Hockey League games) (the "NHL
Package").


2. ADVERTISING PLACEMENT COMMITMENT:
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2.1 Aggregate Commitment: DIRECTV hereby agrees to purchase BBS
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Advertising in the amount of $7,625,000, in the aggregate, for
Impressions in the period commencing on the Effective Date and ending
June 30, 2002 (the "Initial Period").


2.2 Allocation of Advertising Commitment: BBS Advertising committed to by
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DIRECTV with respect to the Initial Period shall be allocated among
each calendar year during the Initial Period in accordance with the
following, unless DIRECTV and BBS otherwise agree:


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Within each of the aforesaid calendar years, DIRECTV's minimum aggregate BBS Advertising commitment for such calendar year shall be allocated among each applicable calendar quarter in accordance with the following, unless DIRECTV and BBS otherwise agree:


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DIRECTV may (i) vary the dollar figures applicable to the quarterly periods
of calendar year 2000 by as much as 5% in a quarter, provided that the
total for 2000 equals at least , (ii) vary the dollar figures
applicable to the quarterly periods of calendar year 2001 by as much as 5%
in a quarter, provided that the total for 2001 equals at least
and (iii) vary the dollar figures applicable to the first two (2) quarterly
periods of calendar year 2002 by as much as 5% in a quarter, provided that
the total for the first two (2) quarters of 2002 equals at least
. Notwithstanding the foregoing provisions (including, without
limitation, the provisions of the immediately preceding sentence), DIRECTV
at all times reserve the right to accelerate any or all of its advertising
commitment within a given year and between years, and payments made in
excess of the minimum in connection with any such acceleration shall reduce
corresponding payment amounts required in future calendar periods.


2.3 Payments For BBS Advertising: Payment by DIRECTV for the BBS
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Advertising shall be made on a monthly basis, with payment for any
month made no later than forty-five (45) days after DIRECTV's receipt
of an invoice for such month


2.4 DIRECTV Option: DIRECTV shall have the option, exercisable upon
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written notice provided no later than November 1, 2001, to continue to
purchase the BBS Advertising for an additional twenty-four (24) month
period commencing upon the expiration of the Initial Period (the
"Extension Period") on the same terms as are applicable during the
Initial Period (including, without limitation, the category
exclusivity set forth in Section 2.8 below, which would then run
through the end of the Extension Period), with the exception that the
amount of purchase for the Extension Period would be no less than
$8,500,000 for BBS Advertising. BBS Advertising committed to by
DIRECTV with respect to the Extension Period shall be allocated among
each of the two (2) twelve month periods comprising the Extension
Period in accordance with the following, unless DIRECTV and BBS
otherwise agree:


BBS Advertising committed to by DIRECTV with respect to the Extension
Period shall be further allocated among each calendar quarter during the
Extension Period in accordance with the following, unless DIRECTV and BBS
otherwise agree:


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DIRECTV may (i) vary the dollar figures applicable to the quarterly periods
of the First Extension Year by as much as 5% in a quarter, provided that
the total for the First Extension Year equals at least and (ii)
vary the dollar figures applicable to the quarterly periods of the Second
Extension Year by as much as 5% in a quarter, provided that the total for
the Second Extension Year equals at least . Notwithstanding the
foregoing provisions (including, without limitation, the provisions of the
immediately preceding sentence), DIRECTV at all times reserve the right to
accelerate any or all of its advertising commitment within the First
Extension Year and within the Second Extension Year and between the First
Extension Year and the Second Extension Year, and payments made in excess
of the minimum in connection with any such acceleration shall reduce
corresponding payment amounts required in future calendar periods.


2.5 Rate Card: BBS Advertising shall be purchased by DIRECTV under this
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Agreement on an Impressions basis, using BBS' standard rate card (as
modified by BBS from time-to-time, the "Rate Card"; a copy of the
current Rate Card is attached hereto as Exhibit "A"); provided, that
all BBS Advertising purchased by DIRECTV under this Agreement shall be
sold at of the Rate Card rate. To the extent that
any "make goods" should become necessary due to shortfalls in
Impressions delivered, the additional Impressions shall be promptly
provided (i.e., provided in the next succeeding calendar quarter), at
no additional cost, in additional advertising placement on BBS
Properties, with such placement (across the various BBS Properties and
within any particular BBS Property) to be reasonably approved by
DIRECTV .


2.6 Placement and Scheduling of BBS Advertising: Within thirty (30) days
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after the Effective Date, the Parties shall mutually agree upon the
placement (across the various BBS Properties and within any particular
BBS Property) and scheduling of DIRECTV's advertising on the BBS
Properties for the first half of 2000. The Parties shall thereafter
meet and agree on the upcoming schedule and placement for subsequent
periods on a quarterly basis. All scheduling shall be consistent with
the requirements of Section 2.2 above.


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2.7 Use of Purchased BBS Advertising: DIRECTV may use the BBS Advertising
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purchased hereunder only as follows: (a) DIRECTV may use the BBS
Advertising for the placement of advertising regarding DIRECTV's
equipment, generic DIRECTV service offers that do not identify any
particular programming, DIRECTV's Professional League Packages or
DIRECTV programming packages/programming offers in connection with
customer acquisition and/or customer up-grade (it being agreed that
such offers may make reference to "Total Choice Sports" but shall not
otherwise emphasize, although they may incidentally refer to, any DTV
Programming Service that emphasizes sport ...