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CNET PROMOTION AGREEMENT

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CNET PROMOTION AGREEMENT



DELTATHREE.COM, INC.



This Development and Promotion Agreement (the "Agreement") is dated effective as of September 22, 1999 (the "Effective Date") between CNET, Inc., with its principal place of business located at 150 Chestnut Street, San Francisco, California 94111 ("CNET"), and deltathree.com, Inc., with its principal place of business located at 430 Park Avenue, New York, NY 10022 ("Delta Three"). Pursuant to this Agreement, Delta Three will provide its PC-to-telephone connection product and related services to CNET users, and CNET will provide various promotions to Delta Three to assist Delta Three in promoting its PC-to-telephone product and related services. Accordingly, the parties hereby agree as follows:



1. Definitions.



"CNET Shopping Sites" means the CNET Sites located at the URLs

http://www.shopper.com and http://www.computers.com, along with any

other CNET sites mutually agreed by the parties.



"CNET Sites" means the Internet sites operated by CNET.



"Delta Three Marks" means any trademarks, trade names, service marks

and logos that may be delivered by Delta Three to CNET expressly for

inclusion in the Promotions.



"Delta Three Products" means any product or service sold on Delta Three

Site (and any successors and enhancements thereto), including but not

limited to PC-to-Phone.



"Delta Three Site" means the Internet site operated by Delta Three in

the United States of America at http://www.deltathree.com, together

with any mirror sites, co-branded sites, and successors to the



"Impression" means the display of a Promotion on the CNET Sites.



"Merchant" means any merchant on any CNET Shopping Site.



"PC-to-Phone" means Delta Three product known as PC-to-Phone or Click

IT(TM) (and any successors and enhancements thereto) through which a

User can place a call from a personal computer to a traditional



"PC Telephone Product" means any product by which a User can place a

call from a computer, whether through the Internet, by traditional

telephone, or by other means.



"PC Telephone Product Area" means a designated area on the CNET Sites

where a User can view information about various PC Telephone Products.



"Premier Status" means that no third-party PC Telephone Product will

receive equal or more prominent positioning within a page on which

PC-to-Phone appears, excluding standard banner advertising.

"Promotions" means banners, buttons, text links, windows, television

ads, event sponsorships and other promotions that are offered by CNET

(whether online or offline) now or in the future.



"Telephone Hyperlink" means a Merchant phone number that is hyperlinked

in a manner that allows a User to click on the number and place a call

to the respective Merchant through a PC Telephone Product, as further

described in Section 3.1.1.



"Term" means the term described in Section 6.



"User" means a user of a CNET Site.



2. 2.1 Promotions. During the Term of this Agreement, CNET will use commercially reasonable means to deliver for Delta Three the Promotions as set forth on Exhibit A. Delta Three may request any reasonable reallocation of the location and type of the Promotions described in subparagraph (b) of Exhibit A, subject to CNET's then-current inventory availability. CNET shall not charge Delta Three any extra fees for such requested reallocations of Promotions if they are equivalent in value to those that would otherwise be provided by CNET hereunder. If Delta Three's requested reallocations of Promotions are more expensive than the location and type normally provided hereunder by CNET, then Delta Three shall pay the difference of such cost based on a thirty percent (30%) discount off of CNET's net standard advertising rate card (the net standard advertising rate card shall equal the standard rate card minus a 15% standard agency commission) at the time of request. CNET will use commercially reasonable efforts to implement Delta Three's requests made in accordance with the preceding sentence within thirty (30) days after receipt of each request. Delta Three will design any graphics and other materials required for the Promotions, and CNET will provide reasonable assistance to Delta Three in connection with the design and creation of such materials. Delta Three will be responsible for ensuring that each URL provided to CNET for use in a Promotion takes the User to the appropriate area within Delta Three Site and that such site functions with reasonable reliability and in a commercially reasonable manner throughout the Term. In particular, DeltaThree agrees that the DeltaThree Site will comply with the performance standards set forth on Exhibit D throughout the Term. In the event that any guarantee of minimum monthly number of Promotions to be delivered by CNET as set forth on Exhibit A is not reached in any month, CNET will agree to deliver such undelivered Promotions no later than within 60 days following that month or CNET and Delta Three will mutually agree on alternative placements to make up for any underdelivery.



2.2 CNET will ensure that the CNET Sites will be available to Users at least 99% of the time during any 30 day period.



3. CNET Shopping Sites; PC Telephone Product Area.



3.1 Merchant Telephone Numbers.



3.1.1 Telephone Hyperlink. Except as described in Section

3.1.3, below, within 45 days following the Effective

Date (the "Launch Date"), each Merchant telephone

number listed on the CNET Shopping Sites will be

hyperlinked in a manner that allows a User to click

on the number and place a call to the respective

Merchant through a PC Telephone Product. During the

first year following the Launch Date, PC-to-Phone

will be the exclusive PC Telephone Product through

which a User may call a Merchant through a Telephone

Hyperlink. Thereafter, PC-to-Phone will receive





Premier Status within the PC Telephone Product Area.

Upon mutual agreement of the parties, the period of

exclusivity described above may be extended.



3.1.2 PC-to-Phone. CNET and Delta Three will work together

in good faith to allow Delta Three to reasonably

implement technology that causes a User's computer to

determine whether PC-to-Phone is installed on the

computer each time a User clicks on a Telephone

Hyperlink. If PC-to-Phone is determined to be on the

User's computer, the User will be automatically

connected to the Merchant through PC-to-Phone.

Further, during the first year following the Launch

Date, if PC-to-Phone is determined not to be on the

User's computer, the User will automatically be taken

to a Delta Three specific co-branded download page

through which the User may download PC to Phone. PC

to Phone will be the exclusive PC Telephone Product

offered on such download page. Notwithstanding the

foregoing, Users will be under no obligation to

download PC-to-Phone. After the first year following

the Launch Date, if PC-to-Phone is determined not to

be on the User's computer, the User will

automatically be taken to the PC Telephone Product

Area and be able to download PC-to-Phone. Following

the first year of the Term, PC-to-Phone will receive

Premier Status within the PC Telephone Product Area

unless the period of exclusivity is extended by the

mutual agreement of the parties as set forth in

3.1.1.



3.1.3 Delta Three acknowledges that CNET receives

compensation from Merchants, and that such

compensation might be adversely affected by the

Telephone Hyperlinks. If CNET reasonably and in good

faith determines that a Telephone Hyperlink is

adversely affecting the compensation paid by a

Merchant, then CNET, following notification to Delta

Three, may remove the Telephone Hyperlink from such

Merchant's listings. Further, CNET may remove the

Telephone Hyperlink from a Merchant's listings upon

such Merchant's request. In the event that CNET

removes a Telephone Hyperlink as described herein,

then CNET will use commercially reasonable efforts to

notify Delta Three of such removal, and CNET will

insure that no other Telephone Hyperlink from a third

party competing with Delta Three is attached to such



3.1.4 Delta Three agrees that it will not charge Merchants

any fees or require any other payment or

consideration in order for Merchants to receive

unlimited, uninterrupted telephone calls through

PC-to-Phone other than normal fees incurred by the

Merchants in connection with the operation and

maintenance of a toll-free number.



3.2 PC Telephone Product Area.



3.2.1 Delta Three Services. CNET will include PC-to-Phone

within the PC Telephone Product Area which shall be

accessible from the CNET Sites as determined by CNET.

CNET will create the product description for

PC-to-Phone, taking into consideration the reasonable

input of Delta Three. Delta Three agrees to provide

CNET with updated information in as necessary to

maintain its accuracy. Each PC-to-Phone listing will

be accompanied by a hyperlink that allows a User to

download the PC-to-Phone file.





3.2.2 Prominence. Notwithstanding anything written above in

Section 3.1.1 with respect to exclusivity, during the

Term of this Agreement, PC-to-Phone will receive

Premier Status within the PC Telephone Product Area.

Notwithstanding the foregoing, Delta Three

acknowledges that CNET produces co-branded editions

of the CNET Sites for various resellers, distributors

and other licensees (collectively the

"Distributors"). In some cases, such Distributors are

entitled to replace CNET's default content with other

content within their own co-branded editions of the

CNET Sites. Notwithstanding the other provisions of

this Agreement, if any such Distributor has exercised

its right to remove Delta Three's PC-to-Phone

product, then CNET will use commercially reasonable

efforts to notify Delta Three within a reasonable

time and will not be required to feature PC-to-Phone

within such Distributor's co-branded edition of the

CNET Sites. Additionally, CNET will insure that no

other Telephone Hyperlink from a third party

competing with Delta Three is available to be

downloaded from the CNET Sites or any co-branded CNET

web sites.



4. Delta Three Product Maintenance and Support.



4.1 Maintenance. Delta Three will maintain the Delta Three

Products throughout the Term, and will ensure that they

operate according to the specifications attached hereto as

Exhibit B, as may be reasonably changed from time to time upon

notice to CNET. Delta Three will use commercially reasonable

efforts to notify CNET of any updates, upgrades or bug fixes,

and will promptly provide copies of such to CNET.



4.2 Support. Delta Three will provide Users with customer support

for the Delta Three Products 24 hours per day, 7 days per

week, 365 days per year. Delta Three will also provide a

dedicated point-of-contact for CNET that can address any

product performance issues.



4.3 Third-Party Costs and Fees. As between CNET and Delta Three,

Delta Three is responsible for paying all third-party costs

and fees associated with Delta Three Products, including but

not limited to licensing fees and royalties, servicing costs,

and operations costs and, except as otherwise provided herein,

CNET is responsible for paying all third-party costs and fees

associated with the CNET Sites.



4.4 Advertising Restrictions. If Delta Three permits any

advertising to be included within PC-to-Phone, Delta Three

will not include (or allow any third party to include)

advertising within PC-to-Phone downloaded from the CNET web

site for any competitor of CNET listed on Exhibit C, as

reasonably amended by CNET from time to time. Further, without

limiting the foregoing, each time a user clicks on a Telephone

Hyperlink and is taken to a Delta Three Product from the CNET

web site, Delta Three will block advertising within such

Product for any competitor of CNET listed on Exhibit C.



5. Payments.



5.1 Promotions. During the Term, Delta Three will pay CNET a total

of $11,000,000 for the Promotions as set forth in Exhibit A.





5.2 Payment Terms. All amounts due to CNET shall be paid by Delta

Three on a monthly basis within fifteen (15) business days

following the receipt of the billing statement by Delta Three

for the Promotions for the month in question. Payments under

this Section 5 will be made by check or wire transfer of

immediately available funds as reasonably directed by CNET.





6. Term and Termination.



6.1 Term. This Agreement shall begin on the Effective Date and end

on the second anniversary (the "Term").



6.2 Termination for Breach. If either party commits a material

breach of its obligations hereunder that is not cured within

30 days after notice thereof from the non-breaching party, the

non-breaching party may terminate this Agreement at any time

by giving written notice of termination to the breaching



6.3 Termination by CNET. CNET may terminate this Agreement at any

time upon 30 days written notice, if CNET reasonably

determines that PC-to-Phone:



(a) contains any virus, worm, "trojan horse", time

bomb or similar contaminating or destructive feature;



(b) contains a material "bug" that is not adequately

remedied to CNET's satisfaction within;



(c) is not performing substantially in the manner

described in the written specifications provided to

CNET and attached as Exhibit B ; or



(d) after the first year of the Term, is not among

the top three PC Telephone Products on the market as

determined by independent industry source ratings and

market share.



Notwithstanding anything written above, the Agreement shall

not be terminated if Delta Three is able to cure the condition

in question at any time during the 30 day notice period.



6.4 Survival. The provisions of Sections 1, 10, 11 and 12 and any

payment obligations arising prior to termination will survive

any termination of this Agreement.



7. Reporting.



7.1 CNET Promotion Report. Within 30 days after the end of each

month during the Term, CNET will provide to Delta Three

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