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Marketing Agreement

This is an actual contract between N2k and Ticketmaster Entertainment.
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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.







April 23, 1998







N2K Inc. 55 Broad Street, 10th Floor New York, NY 10004 Attention: Jon Diamond



Ladies and Gentlemen:



This letter describes the terms of a cross-promotional marketing, advertising and retail agreement (the "Agreement") between Ticketmaster Ticketing Co., Inc. ("Ticketmaster") and N2K Inc. ("N2K") with respect to the subject matter set forth below.



1. Term. The term of this Agreement shall begin on May 1, 1998 and shall continue through April 30, 2000.



2. Joint Responsibilities. N2K and TM Online shall create a co-branded online music store (the "Co-Branded Store") which shall feature the name and/or logo to TM Online and N2K (or Music Blvd.) and be available to users from both the TM Online and Music Blvd. web sites. All creative, editorial and design elements of the Co-Branded Store shall be mutually determined by TM Online and N2K.



3. Ticketmaster's Responsibilities.



(a) Ticketmaster shall provide N2K with a variety of on-line and

off-line marketing, advertising and promotional opportunities

during the term hereof, the specifics of which shall be

mutually determined by Ticketmaster and N2K. The dollar value

attributed to each such opportunity shall be applied against

the Marketing Fund (defined below) set forth in Section 5(a)

below. The "off-line" marketing, advertising and promotional

opportunities may include (subject to availability)

"music-on-hold", direct mail inserts, Live! Magazine, data

base marketing, telemarketing/teleservicing and outbound

marketing. Such "off-line" marketing, advertising and

promotional opportunities shall be provided to N2K at ****%

off Ticketmaster's rate sheet (excluding ticket backs and

ticket envelopes, which shall be provided at a discount off

Ticketmaster's rate sheet of ****% and ****%, respectively). ****



(b) The online representation and placement provided by TM Online

to N2K hereunder shall include the following (it being agreed

that the specifics of each, e.g., size, placement, graphics,

rotational schedule, etc., shall be mutually determined by TM

Online and N2K and shall be consistent with TM Online's design

standards):



(i) Branded identification for N2K (or Music Blvd.) in every

TM Online "menu bar" directory;



(ii) Placement of a N2K (or Music Blvd.) icon on the home

page of each TM Online state page;



(iii) Placement of a N2K (or Music Blvd.) icon on each TM

Online concert page;



(iv) Prominent storefront placement for N2K (or Music Blvd.)

on the TM Mall home page;



(v) Thirteen (13) weeks of placement for N2K (or Music

Blvd.) on the Jumbotron at the TM Online home page;



(vi) Permanent ad placement for N2K (or Music Blvd.) below

the "search" button on the TM Online home page; and



(vii) Concert information links from TM Online to N2K (or

Music Blvd.).



4. N2K's Responsibilities. N2K shall manage and maintain the Co-Branded Store, which shall include, without limitation, sourcing all music products to be sold through the Co-Branded Store, processing and fulfilling all orders placed through the Co-Branded Store, handling customer service inquiries and obtaining all rights, licenses, permissions, clearances and consents from all applic able parties required to include the written, video and audio content featured at the Co-Branded Store.



5. Compensation.



(a) In consideration of the marketing, advertising and promotional

opportunities and services provided by Ticketmaster hereunder,

N2K shall pay to Ticketmaster the sum of $12,000,000. It is

agreed that of such total amount, $5,000,000 (the "Advance")

shall be treated as a non-refundable advance to Ticketmaster

against Ticketmaster's share of the Net Music Revenue (defined

below) generated from TM Online's activities hereunder payable





Section 5(b) below and the remaining $7,000,000 (the

"Marketing Fund") shall be treated as payment to

Ticketmaster for the marketing, advertising and

promotional opportunities which shall be provided by

Ticketmaster under Section 3 above. It is understood

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