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Online Services Agreement

This is an actual contract between N2k and @Home.

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





@HOME NETWORK

@HOME SHOPPING TENANT AGREEMENT





THIS @HOME SHOPPING GUIDE AGREEMENT (this "AGREEMENT") is made between At Home Corporation ("@HOME") and N2K, Inc. ("TENANT") effective as of the date of signature by @Home below ("EFFECTIVE DATE") regardin g linking the @Home site with N2K's online music retail store, Music Boulevard ("MUSIC BOULEVARD") and other N2K music genre sites.



1. @Home Shopping Guide. @Home agrees to include Tenant in its Shopping interface ( THE "@HOME SHOPPING GUIDE" or its funct ional equivalent), a service of the @HOME NETWORK, and in any other section on the @Home site where Music Products are sold, "Music Products" means pre-recorded music distributed in a tangible medium, e.g. physical tapes and CDs, and, by way of example, d oes not include digital distribution of music, under the terms set out on ATTACHMENT I hereto.



2. Tenant Services. Without limiting any rights @Home may have under applicable laws, Tenant agrees that @Home may promote, transport (i.e. transmit and serve), cache on proxy servers, replicate on replication servers and reproduce on related storage devices operated by @Home and its cable affiliates Tenant content and services offered by Tenant (the "CONTENT") that is made available to @Home under this Agreement or otherwise made generally available by Tenant or third parties for transport over the Internet (including modifications made solely for the purposes listed above), and Tenant agrees to permit the @Home guidebar (as created by @Home, and modified from ti m e to time, which is currently an index to different parts of the @Home site and appears on the left side of the screen) to appear during shopping sessions by @Home subscriber. Tenant will retain complete discretion to set "TTL" (time to live) variables fo r the Content. Tenant warrants to @Home that Tenant has all right and authority necessary in order to make the Content available in compliance with applicable laws. Tenant and @Home will promote the Content within the @Home Shopping Guide and @Home site in accordance with the @Home Shopping Guide Content Guidelines set out on ATTACHMENT II hereto (as amended from time to time). In addition, Tenant agrees to adapt (or permit the adaptation by @Home of) the Content for compatibility with reasonable technology solutions adopted by @Home.



3. Business Marks. @Home and Tenant each will have the right, without separate charge, to use in promoting the Content and the @Home Shopping Guide the other's business name and any tradenames, trademarks and service marks (col lectively, "MARKS") that @Home may adopt for use with the @Home Shopping Guide and @Home site and that Tenant may adopt for use with the Content. However, any such use must be identical to use by the party that owns the Mark, or as approved by the owner i n writing in advance, or otherwise in accordance with any Mark usage guidelines communicated by the owner. The owner retains all goodwill and all other rights thereto, and the other party obtains no goodwill or any other rights thereto as a result of the u se of the owner's Marks.



4. Revenue Sharing. Tenant agrees to make revenue sharing payments to @Home solely with respect to Music Products (e.g. excluding clothing, videotapes, or other non-pre-recorded music products) as a percentage of Net Revenue as set forth in table below:



Total @Home Payments Accrued Percentage of Net Revenue for all subsequent months

---------------------------- ---------------------------------------------------

in a Calendar Month

-------------------

$[****] [****]%



$[****] [****]%



$[****] [****]%



Tenant agrees to make revenue sharing payments with respect to Net Revenue received from non Music Products including (by means of example only) clo thing, videotapes, or computer accessories sold by Tenant to @Home subscribers that equal [****]% of Net Profits received by Tenant for these items. "NET PROFITS" is defined as the selling price of the item (excluding shipping, handling, database processi ng fees, credit card validation fees, and, if applicable, pick and packing fees, warehousing fees, and database and music licensing fees) minus the wholesale





cost N2K paid for the item. In the event N2K does not pay for the item, @Home shall receive [****]% of Net Revenue received by N2K for these items.



For these purposes, "NET REVENUE" means actual revenues received by Tenant (excluding shipping, handling, database processing fees, taxes, and credit card validation fees) from @Home subscribers as a result of @Home subscribers entering Content directly from any link in the @Home site or entry via direct typing or bookmarking of the Tenant Content URL, www.musicboulevard.com, but excluding access to Tenant site via third party promotional links (e.g. @ Home user links from MTV promotion on MTV site or from other web site promotions to Music Boulevard) during the term of the Agreement. In the event Tenant develops the technical capability to identify @Home customers when they purchase from any of the Ten ant's music genre sites (e.g. Classical Insites, Rocktropolis, etc.), N2K will immediately notify @Home that it has such technical capability. Thereafter, N2K will include this form of access in this revenue sharing arrangement.



In the event that Tenant enters into an agreement with a third party to make payments with respect to product transactions greater than the above terms, Partner agrees to promptly advise @Home and to enter into good faith negotiations with @Home regarding an appropriate adjustme nt to compensation set out in this SECTION 4. In the event that the parties are unable to negotiate in good faith a mutually agreed upon adjustment, @Home may, at its discretion, terminate the Agreement.



5. Revenue Sharing Payments and Reports; Auditing.



5.1 Payments and Reports. Within fifteen (15) days following the end of each calendar month during the term of this Agreement, Tenant shall provide to @Home a written statement, in such detail specifying:



(a) with respect to each product sold to @Home subscribers: the number of

units of each product sold to @Home subscribers during the preceding

quarter, the product names of each product sold (e.g. artist & album

name) the actual revenues (including shipping and handling) received with

respect to such product, and the deductions from actual revenues received

which determine the Net Revenue (or Net profit if applicable) with

respect to such product for the quarter, and



(b) with respect to all products sold to @Home subscribers: the

aggregate Net Revenue for all products for such quarter and

calculation of the amount due to @Home in accordance with Section 4



Tenant shall make payments to @Home with respect to Net Revenue received in the quarter immediately preceding such payment on a quarterly basis, to be delivered to @Home by the fifteenth (15) day of the month following the close of the quarter, provided that, for any quarter, payments may be accrued until such time as total royalties equal or exceed [****].



5.2 Tenant agrees that @Home may have its auditors reasonably acceptable to Tenant audit Tenant's books and records related to payments under this Agreement only with respect to the proceeding twenty four (24) month period not more than once per year, during business hours and upon ten (10) business days written notice. Tenant agrees to reimburse @Home for the reasonable costs of the audit if the a udit discloses an underpayment of ten percent (10%) or more.



6. Term and Termination. This Agreement will begin on the Effective Date and continue for a period of one year from the Effective Date, unless otherwise terminated by the parties pursuant to this Section 6. The agreement shall automatically renew for an additional one (1) year term unless either party gives notice of termination no less than thirty (30) days prior to the expiration of the current term.



6.1 Termination for Breach. Either party may terminate this Agreement at any time upon thirty (30) days written notice of material breach by the other party, unless the breaching party remedies the breach within such notice period. For these purposes, Tenant's failure to maintain an Active Web P resence (as defined in ATTACHMENT I hereof) shall be treated as a material breach.





6.2 Automatic Termination. This Agreement will terminate automatically in the event (a) @Home no longer offers shopping services in the Tenant's specific Category or Cat egories (as set out on ATTACHMENT I hereof) within the @Home site to @Home subscribers or (b) Tenant no longer makes its Content available to Internet users.



Other than for compensation due, neither @Home nor Tenant will have any liability to the other me rely as a result of termination of this Agreement in accordance with this SECTION 6. However, upon termination or expiration, both parties rights to use Usage Data internally or otherwise pursuant to SECTION 10 hereof, will be limited to use in a form agg regated with other Usage Data in such a way that such Usage Data cannot be distinguished or separated.



7. LIMITATION OF LIABILITY. @HOME, @HOME'S CABLE OPERATOR AFFILIATES ("CABLE AFFILIATES") AND TENANT WILL NOT BE LIABLE TO ONE ANOTHER OR ANY THIRD PARTY , UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND, SUFFERED BY OR OTHERWISE COMPENSABLE TO THE OTHER, ARISING OUT OF, UNDER OR RELATING TO THIS AGREEMENT, WHETHER OR NOT ADVISED OF THE POSSIB I LITY OF SUCH DAMAGES. IN NO EVENT WILL ANY PARTY HAVE ANY LIABILITY OF ANY NATURE OR AMOUNT WHATSOEVER TO THE OTHER OR ANY THIRD PARTY ARISING OUT OF, UNDER OR RELATING TO ANY FAILURE OF THE DISTRIBUTION OF THE CONTENT OR ANY PART THEREOF OR ANY SOFTWARE P ROGRAM, SOFTWARE OR WEB SITE LINK OR LINK MECHANISM, OR OTHER MATERIAL OR ITEMS THROUGH THE @HOME NETWORK OR OTHERWISE (INCLUDING BUT NOT LIMITED TO ANY SUCH FAILURE OF DISTRIBUTION RESULTING FROM CABLE AFFILIATES' ELECTION NOT TO DISTRIBUTE MATERIAL OR I TEMS OR DUE TO TECHNICAL DIFFICULTIES). The limitations in this SECTION 7 shall not apply to compensation due or obligations set out in SECTIONS 8 AND 9.



8. Proprietary Rights Generally. @Home and Tenant each retain any and all right, title and interest in and to all intellectual property of any nature (including patents, rights under patent applications and patents issuing on such applications, trade secrets, copyrights, trademarks and other business names (including goodwill in such marks), among others) , subject to the rights granted by the parties in SECTION 3 (concerning rights with respect to business marks) and SECTION 10 (concerning rights with respect to usage information) of this Agreement or as may be provided in the Attachments to this Agreement . @Home and Tenant each agree to reproduce, and agree not to remove or obscure proprietary rights legends (such as copyright notices, among others) or license terms and conditions included with any intellectual property deliverable provided in connection w i th this Agreement. Tenant agrees to ensure that the Content and its Marks and their use, reproduction and distribution (alone and not in combination with other material or items) do not infringe the intellectual property rights of any third party. If, as a result of any collaboration by @Home or Tenant under this Agreement, they become joint owners of intellectual property by operation of law, then they will cooperate, subject to prudent business judgment, to establish, register, maintain and protect such intellectual property.



9. Indemnification. Each party will indemnify the other party and its customers and affiliates for, and hold them harmless from, any loss, expense (including reasonable attorney's fees and court costs), damage or liability arising ou t of any claim, demand or suit resulting from a breach of any of the warranties of the indemnifying party in SECTION 8. As a condition to indemnification (a) the indemnified party will promptly inform the indemnifying party in writing of any such claim, d e mand or suit and the indemnifying party will fully cooperate in the defense thereof; and (b) the indemnified party will not agree to the settlement of any such claim, demand or suit prior to a final judgment thereon without the consent of the indemnifying party, which consent shall not be unreasonably withheld.



10. Usage Data.



10.1 @Home will own any and all of its user information and usage data, including but not limited to, specific user information, obtained by @Home from computer system servers operated by or for @Home by third parties or otherwise from the operation of the @Home Network (collectively, the "@HOME USAGE DATA"). @Home Usage Data includes, but is not limited to, Tenant's Web server page delivery data captured and maintained by @Home on its @Home Network proxy server usage logs ("PAGE DELIVERY DATA"). Tenant will own any and all specific user and other usage information obtained by Tenant from computer system servers operated by or for Tenant by third parties or otherwise from Tenant's operation of Web sites (collectively, the "TENANT USAGE DATA"). Tenant Usa ge Data includes, but is not limited to, Tenant Usage Data obtained from subscribers obtaining access to Tenant's Web site via the @Home Network ("SUBSCRIBER USAGE DATA").





10.2 @Home agrees to pursue reasonable efforts to collect and provide Tenant on a reasonable frequency but not less often than quarterly, subject to @Home's technical capabilities, @Home Usage Data in the following forms:



(a) Aggregate usage data on the Tenant's Category (as set out on

Attachment I hereof) as compared to aggregate usage data in all

Categories offered by the @Home Shopping Guide.



(b) Number of clicks-through to Tenant's site from @Home Shopping Guide



(c) Absolute number of page impressions of all cached, replicated or

multicasted Tenant pages and events. In the event @Home does not

provide absolute number of page impressions on a reasonable

frequency, but no less than quarterly, Te
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