1.2 Impressions Commitment. During the Initial Term, AOL shall deliver ---------------------- [*] Impressions to MP through the Promotions (the "Impressions Commitment"). AOL shall use commercially reasonable efforts to deliver the Impressions...

Exhibit 10.29
EXECUTION VERSION

CONFIDENTIAL TREATMENT REQUESTED*

Confidential
INTERACTIVE MARKETING AGREEMENT
-------------------------------

This Interactive Marketing Agreement (the "Agreement"), dated as of June
30, 1999 (the "Effective Date"), is between America Online, Inc. ("AOL"), a
Delaware corporation, with offices at 00000 XXX Xxx, Xxxxxx, Xxxxxxxx 00000, and
Xxxxxxx.xxx ("Marketing Partner" or "MP"), a Delaware corporation, with offices
at 0000 Xxx Xxxxxx, Xxxx. 0, Xxxxx Xxxxx, XX 00000. AOL and MP may be referred
to individually as a "Party" and collectively as the "Parties."

INTRODUCTION
------------

AOL and MP each desires to enter into an interactive marketing relationship
whereby AOL shall promote and distribute certain internet landing pages referred
to (and further defined) herein as the AOL Jump Pages and an interactive site
referred to (and further defined) herein as the Affiliated MP Site. This
relationship is further described below and is subject to the terms and
conditions set forth in this Agreement. Defined terms used but not defined in
the body of the Agreement shall be as defined on Exhibit B attached hereto.

TERMS
-----

1. PROMOTION, DISTRIBUTION AND MARKETING.
-------------------------------------

1.1. AOL Promotion of Affiliated MP Site; Flexibility of Promotions. AOL
--------------------------------------------------------------
shall provide MP with the promotions for the AOL Jump Pages and the
Affiliated MP Site described on Exhibit A attached hereto
(collectively referred to herein as the "Promotions"). AOL reserves
the right (at its sole discretion) to (i) substitute for the
Promotions to be delivered in a particular Level other promotions (in
the same Level) in the same or different areas of the AOL Properties,
and (ii) (x) substitute Impressions in one Level for those in another
Level at an exchange ratio equal to the ratio of the respective CPM
rates listed in Exhibit A for each Level (e.g., one Level I Impression
can be substituted for the number of Level II Impressions that is
calculated by dividing the CPM for Level I by the CPM for Level II).
In addition, AOL reserves the right to redesign or modify the
organization, structure, "look and feel," navigation and other
elements of the AOL Network at any time.

1.2 Impressions Commitment. During the Initial Term, AOL shall deliver
----------------------
[*] Impressions to MP through the Promotions (the "Impressions
Commitment"). AOL shall use commercially reasonable efforts to deliver
the Impressions Commitment in accordance with the monthly targets
specified in Exhibit A; provided, however, that in the event that AOL
-------- -------
delivers, in any quarter, less than [*] percent (*%) of the relevant
portion (i.e., the sum of the monthly targets for the respective
quarter) of the Impressions Commitment to be delivered in such
quarter pursuant to Exhibit A hereto (a "Quarter Shortfall"), then
such Quarter Shortfall shall be added to the Impressions target for
the subsequent quarter (the "Revised Impressions Target"); provided,
--------
further, that in the event that AOL fails to meet the Revised
-------
Impressions Target in the next subsequent quarter (a "Secondary
Shortfall"), then the Impressions Commitment shall be increased by
[*] times the amount of any such Secondary Shortfall. Any shortfall
in Impressions at the end of any such quarter shall not be deemed a
breach of the Agreement by AOL. With respect to the Impressions
targets specified on Exhibit A hereto, AOL shall not be obligated to
provide in excess of any Impressions target amounts in any year. In
the event AOL provides an excess of any annual Impressions target
amounts in any year, the Impressions target for the subsequent year
shall be reduced by the amount of such windfall.

CONFIDENTIAL

* Confidential treatment has been requested with respect to certain information
contained in this document. Confidential portions have been omitted from the
public filing and have been filed separately with the Securities and Exchange
Commission.

EXECUTION VERSION

In the event there is (or will be in AOL's reasonable judgment) a
shortfall in Impressions as of the end of the Initial Term (a "Final
Shortfall"), AOL shall provide MP, as its sole remedy, with one of the
following (at AOL's sole discretion): (i) additional comparable
promotions equal to the amount of the Final Shortfall; (ii)
advertising placements through Run of Service Advertising on the AOL
Properties which have a total value, based on the CPM rates specified
in Exhibit A, equal to the value of the Final Shortfall (determined by
multiplying the percentage of Impressions that were not delivered by
the total, guaranteed payments provided for in Section 3.1 of this
Agreement); or (iii) a refund equal to the value of the Final
Shortfall.

1.3 Content of Promotions on AOL Network. Until the launch of the AOL
------------------------------------
Jump Pages in accordance with the terms of this Agreement, Promotions
for MP shall link to the Affiliated MP Site and shall promote only the
Services described on Exhibit D. Following the launch of such AOL
Jump Pages in accordance with the terms of this Agreement, Promotions
for MP shall link only to the AOL Jump Pages and shall promote only
the Services described on Exhibit D. The specific MP Content to be
contained within the Promotions (including, without limitation,
advertising banners and contextual promotions) (the "Promo Content")
shall be determined by MP, subject to AOL's technical limitations, the
terms of this Agreement and AOL's then-applicable policies relating to
advertising and promotions; provided, however, that the Promo Content
-------- -------
shall not contain any reference whatsoever to used cars. MP shall
submit in advance to AOL for its review a quarterly online marketing
plan with respect to the Promotions linking to the AOL Jump Pages.
The Parties shall meet in person or by telephone at least monthly to
review operations and performance hereunder, including a review of the
Promo Content to ensure that it is designed to maximize performance.
MP shall consistently update the Promo Content no less than twice per
month. Except to the extent expressly described herein, the specific
form, placement, duration and nature of the Promotions shall be as
determined by AOL in its reasonable editorial discretion (consistent
with the editorial composition of the applicable screens).

1.4 MP Promotion of Affiliated MP Site and AOL. As set forth in xxxxxx
------------------------------------------
detail in Exhibit C, MP shall promote AOL as a preferred Interactive
Service and shall promote the availability of the Affiliated MP Site
through the AOL Network.

1.5 Keyword Search Term. During the term of this Agreement and for
-------------------
three (3) months following termination of this Agreement, AOL shall
provide MP with a Keyword Search Term on the AOL Service for use by
AOL members to link to the AOL Jump Pages (during the term of this
Agreement) or to the Affiliated MP Site (until the launch of the AOL
Jump Pages and during the three months following termination of this
Agreement). AOL grants MP the right to use such Keyword Search Term
during the term of this Agreement and for three (3) months after
termination of this Agreement, subject to the terms and conditions of
this Agreement.

2. AFFILIATED MP SITE.
------------------

2.1. Content. MP shall make available through the AOL Jump Pages the
-------
comprehensive offering of Services and Content described on Exhibit D
to this Agreement, and MP shall make available through the Affiliated
MP Site the Services and Content described on Exhibit D-1 to this
Agreement. Except as mutually agreed in writing by the Parties, the
AOL Jump Pages (i) shall contain only Content that is directly related
to the Services listed on Exhibit D; provided, however, that MP shall
-------- -------
be entitled to include on any AOL Jump Page a navigational bar that
includes a tab for used cars and/or a tab for business-to-consumer new
car and used car auctions (i.e., as an option or options in a "drop-
down box" format) (collectively, the "Navigation Bar Tab"); provided,
--------
further, that any such
-------

CONFIDENTIAL

EXECUTION VERSION

Navigation Bar Tab shall not enable a user to link to any used car
listings, nor shall any such reference contain any creative content or
messaging related to the purchase or sale of any used car; and (ii)
shall not contain any third-party Services, services, programming or
other Content. If MP adds Content or Services to any Jump Page that
AOL reasonably determines is not related to the Services and Content
listed on Exhibit D, or if MP adds Content or Services to the
Affiliated MP Site that AOL reasonably determines is not related to
the Services and Content listed on Exhibit D-1 (collectively,
"Problematic Services or Content"), AOL shall have the immediate right
to block AOL User access to the Affiliated MP Site or to any such AOL
Jump Page. In the event that MP fails to remove such Problematic
Services or Content (or, in the alternative, to implement a mechanism
capable of blocking AOL User access to such Problematic Services or
Content) within thirty (30) days of notification by AOL of the
existence of such Problematic Services or Content on the Affiliated MP
Site or any AOL Jump Page (as the case may be), AOL shall have the
right to terminate this Agreement immediately upon the expiration of
such thirty (30) day period. All sales of Services through the
Affiliated MP Site shall be conducted through either a direct sales
format or referral Services. MP shall review, delete, edit, create,
update and otherwise manage all Content available on or through the
Affiliated MP Site in accordance with the terms of this Agreement. MP
shall ensure that the AOL Jump Pages do not in any respect promote,
advertise, market or distribute the products, services or content of
any other Interactive Service, or any entity reasonably construed to
be in competition with any third party with which AOL has an exclusive
or premier relationship. MP also shall ensure that the Affiliated MP
Site does not in any respect promote, advertise, market or distribute
the products, services or content of any other Interactive Service,
and that the Content on the Affiliated MP Site shall be competitive in
all material respects with the Content of online providers of the New
Car Services, and that such Content is updated on a regular and
frequent basis. The Affiliated MP Site shall contain the Content that
is directly related to the Services listed on Exhibit D-1.

2.2. Production Work. Except as agreed to in writing by the Parties
---------------
pursuant to Section 10 of Exhibit F hereto, MP shall be responsible
for all production work associated with the AOL Jump Pages and the
Affiliated MP Site, including all related costs and expenses.

2.3. Technology. MP shall take all reasonable steps necessary to conform
----------
its promotion and sale of Services through the Affiliated MP Site and
the AOL Jump Pages to the then-existing technologies identified by AOL
which are optimized for the AOL Service and which AOL may implement to
facilitate purchase of products or services by AOL Users through the
Affiliated MP Site. AOL shall be entitled to require reasonable
changes to the Content (including, without limitation, the features or
functionality) within any linked pages of the Affiliated MP Site to
the extent such Content will, in AOL's good faith judgment, adversely
affect any operational aspect of the AOL Network. AOL reserves the
right to review and test the Affiliated MP Site from time to time to
determine whether the site is compatible with AOL's then-available
client and host software and the AOL Network.

2.4. Product Offering. MP shall ensure that the Affiliated MP Site
----------------
includes all of the Services and other Content (including, without
limitation, any features, functionality or technology) that are then
made available by or on behalf of MP through any Additional MP
Channel; provided, however, that (i) such inclusion shall not be
-------- -------
required where it is commercially or technically impractical to either
Party (i.e., inclusion would cause either Party to incur substantial
incremental costs); and (ii) the specific changes in scope, nature
and/or offerings required by such inclusion shall be subject to AOL's
review and approval and the terms of this Agreement.

2.5. Pricing and Terms. MP shall ensure that: (i) the prices (and any
-----------------
other required consideration) for Services in the Affiliated MP Site
do not exceed the prices for the Services or substantially similar
Services offered by or on behalf of MP through any

CONFIDENTIAL

EXECUTION VERSION

Additional MP Channel; (ii) the terms and conditions related to
Services in the Affiliated MP Site are no less favorable in any
respect to the terms and conditions for the Services or substantially
similar Services offered by or on behalf of MP through any Additional
MP Channel; and (iii) both the prices and the terms and conditions
related to Services in the Affiliated MP Site are reasonably
competitive in all material respects with the prices and terms and
conditions for the Services or substantially similar Services offered
by any online provider of the Services set forth on Exhibit D hereto
through any Interactive Site.

2.6. Exclusive Offers/Member Benefits. MP shall generally promote through
--------------------------------
the Affiliated MP Site any special or promotional offers generally
made available by or on behalf of MP through any Additional MP
Channel. In addition, MP shall promote through the AOL Jump Pages (or
the Promotions) on a regular and consistent basis special offers
exclusively available to AOL Users (the "AOL Exclusive Offers"). MP
shall, at all times, feature at least [*] AOL Exclusive Offer for
AOL Users. For example, MP shall offer [*] contest per quarter
featuring a new car to be awarded to each winner of each such
quarterly contest. Each AOL Exclusive Offer made available by MP shall
provide a substantial member benefit to AOL Users, either by virtue of
a meaningful price discount, product enhancement, unique service
benefit or other special feature. MP shall provide AOL with reasonable
prior notice of AOL Exclusive Offers so that AOL can market the
availability of such AOL Exclusive Offers in the manner AOL deems
appropriate in its editorial discretion.

2.7. Operating Standards. MP shall ensure that each of the Affiliated MP
-------------------
Site and the AOL Jump Pages complies at all times with the standards
set forth in Exhibit E. To the extent site standards are not
established in Exhibit E with respect to any aspect or portion of the
Affiliated MP Site or any AOL Jump Page (or the Services or other
Content contained therein), MP shall provide such aspect or portion at
a level of accuracy, quality, completeness, and timeliness which meets
or exceeds prevailing standards in the online industry for providers
of the services set forth on Exhibit D hereto. In the event MP fails
to comply with any material term of this Agreement or any Exhibit
attached hereto, AOL shall have the right (in addition to any other
remedies available to AOL hereunder) to decrease the promotion it
provides to MP hereunder (and to decrease or cease any other
contractual obligation hereunder) until such time as MP corrects its
non-compliance (and in such event, AOL shall be relieved of the
proportionate amount of any promotional commitment made to MP by AOL
hereunder corresponding to such decrease in promotion).

2.8. Advertising Sales. MP shall not permit or authorize (i) any
-----------------
Advertisements on the AOL Jump Pages for (a) any third party Content
or Services related to the purchase or sale of used cars, (b) any
Interactive Service other than AOL, and (c) those categories in which
AOL has exclusive or premier arrangements with its partners or (ii)
any Advertisements on the Affiliated MP Site for any Interactive
Service other than AOL. Notwithstanding anything to the contrary in
this Agreement, MP may place promotions for any auto manufacturer and
any new car dealer on both the AOL Jump Pages and the Affiliated MP
Site. In addition to the foregoing requirements, all Advertisements
permitted to be placed on the AOL Jump Pages or the Affiliated MP Site
pursuant to the terms of this Agreement shall comply with AOL's then-
applicable advertising policies. Any failure by MP to comply with the
terms of clause (i)(a) or clause (ii) of this Section 2.8 shall
constitute a material breach of this Agreement, and AOL shall have the
right to terminate this Agreement. In the event of any failure to
comply with clause (i)(c) of this Section 2.8, MP shall have three (3)
business days to cure such failure, after which period AOL shall have
the right to terminate this Agreement.

2.9. Premier Privileges. Notwithstanding the foregoing, AOL shall not
------------------
place Advertisements for any of the MP Competitors in the AOL Auto
Center, the AOL Auto Web Center, the AOL Shopping Auto and Classifieds
Department and the CompuServe Car Club. In each

CONFIDENTIAL

EXECUTION VERSION

case on the AOL Properties during the Initial Term (but in any case,
subject to all preexisting agreements of AOL or its affiliates prior
to the Effective Date (e.g., AOL's agreement with Cendant)).

2.10. Traffic Flow. MP shall take reasonable efforts to ensure that AOL
------------
traffic is either kept within the Affiliated MP Site or the AOL Jump
Pages, or is channeled back into the AOL Network (with the exception
of advertising links sold and implemented pursuant to the Agreement);
provided, however, that MP shall be required to implement a channeling
-------- -------
function from the Jump Pages back to the AOL Network within two (2)
months following the Effective Date. The Parties shall work together
on implementing mutually acceptable links from the AOL Jump Pages back
to the AOL Service. The Parties hereby acknowledge and agree that MP
shall not be obligated to place any links back to the AOL Service on
the Affiliated MP Site.

2.11. Connecting the Affiliated MP Site. MP shall be responsible for all
---------------------------------
communications, hosting and connectivity costs and expenses associated
with the Affiliated MP Site and the AOL Jump Pages, and shall pay for
all of the costs and expenses incurred in connection with (i) the
development and linking to the AOL Network of the AOL Jump Pages and
(ii) the development and linking to the Affiliated MP Site of the AOL
Jump Pages. The Parties shall mutually agree upon the optimal means
for connecting the AOL Jump Pages to the AOL Network and the AOL Jump
Pages to the Affiliated MP Site. If the Parties determine that a
dedicated, high-speed connection is necessary to maintain quick and
reliable transport of information to the AOL Jump Pages (or from the
AOL Jump Pages to the Affiliated MP Site), MP shall pay for all
technology-related and production-related costs and expenses
associated with the implementation of such a high-speed connection.
For the avoidance of doubt, all costs and expenses to be borne by MP
in accordance with this Section 2.11 shall be in addition to the
payments to be made by MP pursuant to Section 3 hereof.

3. PAYMENTS.
--------

3.1. Guaranteed Payments. MP shall pay AOL a non-refundable guaranteed
-------------------
payment of [*] Dollars ($*) payable in eight equal quarterly
installments as follows:

(i) [*] Dollars (US$*) upon execution of this Agreement; and

(ii) [*] Dollars (US$*) on each of (a) July 31, 1999, (b) October
31, 1999, (c) January 31, 2000, (d) April 30, 2000, (e) July
31, 2000, (f) October 31, 2000 and (g) January 31, 2001.

In the event of any early termination of this Agreement, AOL shall
refund to MP the pro rata portion of any guaranteed payments paid by
--- ----
MP for Impressions (pursuant to Exhibit A hereto) not yet delivered as
of such date of termination, and no further guaranteed payments shall
be due thereafter.

3.2. Late Payments; Wired Payments. All amounts owed hereunder not paid
-----------------------------
when due and payable shall bear interest from the date such amounts
are due and payable at the prime rate in effect at such time. All
payments required hereunder shall be paid in immediately available,
non-refundable U.S. funds wired to the "America Online" account,
Account Number [*].

CONFIDENTIAL

EXECUTION VERSION

3.3. Taxes. With respect to the transactions contemplated by this
-----
Agreement, MP shall collect and pay, and shall indemnify and hold AOL
harmless from, any sales, use, excise, import or export value added or
similar tax or duty not based on AOL's net income, including any
penalties and interest, as well as any costs associated with the
collection or withholding thereof, including attorneys' fees.

3.4. Reports.
-------

3.4.1. Usage Reports. AOL shall provide MP with standard monthly
-------------
usage information related to the Promotions (e.g. a schedule
of the Impressions delivered by AOL at such time, click-
through and other usage information) which are similar in
substance and form to the reports provided by AOL to other
interactive marketing partners similar to MP.

3.4.2 Fraudulent Transactions. To the extent permitted by
-----------------------
applicable law, MP shall provide AOL with an prompt report of
any fraudulent order, including the date, screen name or email
address and amount associated with such order, promptly
following MP obtaining knowledge that the order is, in fact,
fraudulent.

4. TERM; RENEWAL; TERMINATION.
--------------------------

4.1 Term; Mutual Early Termination Right. Unless earlier terminated as
------------------------------------
set forth herein, the initial term of this Agreement shall be two (2) years
from the Effective Date (the "Initial Term"). Notwithstanding the
foregoing, either Party shall have the right to terminate this Agreement at
any time during the Initial Term following the twelve (12) month
anniversary of the Effective Date upon thirty (30) days prior written
notice to the other Party.

4.2 Termination for Breach. Except as expressly provided elsewhere in
----------------------
this Agreement, either Party may terminate this Agreement at any time in
the event of a material breach of the Agreement by the other Party which
remains uncured after thirty (30) days written notice thereof to the other
Party (or such shorter period as may be specified elsewhere in this
Agreement); provided, however, that AOL shall not be required to provide
-------- -------
notice to MP in connection with MP's failure to make any payment to AOL
required hereunder, and the cure period with respect to any scheduled
payment shall be fifteen (15) days from the date for such payment provided
for herein. Notwithstanding the foregoing, in the event of a material
breach of a provision that expressly requires action to be completed within
an express period shorter than thirty (30) days, either Party may terminate
this Agreement if the breach remains uncured after written notice thereof
to the other Party.

4.3 Termination for Bankruptcy/Insolvency. Either Party may terminate
-------------------------------------
this Agreement immediately following written notice to the other Party if
the other Party (i) ceases to do business in the normal course, (ii)
becomes or is declared insolvent or bankrupt, (iii) is the subject of any
proceeding related to its liquidation or insolvency (whether voluntary or
involuntary) which is not dismissed within ninety (90) calendar days or
(iv) makes an assignment for the benefit of creditors.

4.4 Termination on Change of Control. In the event of (i) a Change of
--------------------------------
Control of MP resulting in control of MP by an Interactive Service or (ii)
a Change of Control of AOL, AOL may terminate this Agreement by providing
thirty (30) days prior written notice of such intent to terminate.

4.5 Press Releases. Each Party shall submit to the other Party, for its
---------------
prior written approval, which shall not be unreasonably withheld or
delayed, any press release or any other public statement ("Press Release")
regarding the transactions contemplated hereunder. Notwithstanding the
foregoing, either Party may issue Press Releases and other disclosures as
required by law without the consent of the other Party and in such event,
the disclosing Party shall provide at least

CONFIDENTIAL

EXECUTION VERSION

five (5) business days prior written notice of such disclosure. The failure
by one Party to obtain the prior written approval of the other Party prior
to issuing a Press Release (except as required by law) shall be deemed a
material breach of this Agreement for which there is no adequate cure. In
such event, the non-breaching Party may terminate this Agreement upon
written notice to the other Party.

5. MANAGEMENT COMMITTEE/ARBITRATION.
--------------------------------

5.1 Management Committee. The Parties shall act in good faith and use
---------------------
commercially reasonable efforts to promptly resolve within ten (10)
business days any claim, dispute, claim, controversy or disagreement (each
a "Dispute") between the Parties or any of their respective subsidiaries,
affiliates, successors and assigns under or related to this Agreement or
any document executed pursuant to this Agreement or any of the transactions
contemplated hereby. If the Parties cannot resolve the Dispute within such
time frame, the Dispute shall be submitted to the Management Committee for
resolution. For ten (10) days following submission of the Dispute to the
Management Committee, the Management Committee shall have the exclusive
right to resolve such Dispute; provided, further that the Management
-------- -------
Committee shall have the final and exclusive right to resolve Disputes
arising from any provision of the Agreement which expressly or implicitly
provides for the Parties to reach mutual agreement as to certain terms. If
the Management Committee is unable to amicably resolve the Dispute during
such ten (10) day period, then the Management Committee shall consider in
good faith the possibility of retaining a third-party mediator to
facilitate resolution of the Dispute. In the event the Management
Committee elects not to retain a mediator, the dispute shall be subject to
the resolution mechanisms described below. "Management Committee" shall
mean a committee made up of a senior executive from each of the Parties for
the purpose of resolving Disputes under this Section 5.1 and generally
overseeing the relationship between the Parties contemplated by this
Agreement. Neither Party shall seek, nor shall be entitled to seek,
binding outside resolution of the Dispute unless and until the Parties have
been unable amicably to resolve the Dispute as set forth in this Section
5.1 and then, only in compliance with the procedures set forth in this
Section 5.

5.2 Arbitration. Except for Disputes relating to issues of (i)
------------
proprietary rights, including but not limited to intellectual property and
confidentiality, and (ii) any provision of the Agreement which expressly or
implicitly provides for the Parties to reach mutual agreement as to certain
terms (which shall be resolved by the Parties solely and exclusively
through amicable resolution as set forth in Section 5.1), any Dispute not
resolved by amicable resolution as set forth in Section 5.1 shall be
governed exclusively and finally by arbitration. Such arbitration shall be
conducted by the American Arbitration Association ("AAA") in Washington,
D.C. and shall be initiated and conducted in accordance with the Commercial
Arbitration Rules ("Commercial Rules") of the AAA, including the AAA
Supplementary Procedures for Large Complex Commercial Disputes ("Complex
Procedures"), as such rules shall be in effect on the date of delivery of a
demand for arbitration ("Demand"), except to the extent that such rules are
inconsistent with the provisions set forth herein. Notwithstanding the
foregoing, the Parties may agree in good faith that the Complex Procedures
shall not apply in order to promote the efficient arbitration of Disputes
where the nature of the Dispute, including without limitation the amount in
controversy, does not justify the application of such procedures.

5.3 Selection of Arbitrators. The arbitration panel shall consist of
-------------------------
three (3) arbitrators. Each Party shall name one (1) arbitrator within ten
(10) days after the delivery of the Demand. The two (2) arbitrators named
by the Parties may have prior relationships with the naming Party, which in
a judicial setting would be considered a conflict of interest. The third
arbitrator, selected by the first two, should be a neutral participant,
with no prior working relationship with either Party. If the two
arbitrators are unable to select a third arbitrator within ten (10) days, a
third neutral arbitrator shall be appointed by the AAA from the panel of
commercial arbitrators of any of the AAA Large and Complex Resolution
Programs. If a vacancy in the arbitration panel occurs after the hearings

CONFIDENTIAL

EXECUTION VERSION

have commenced, the remaining arbitrator or arbitrators may not continue
with the hearing and determination of the controversy, unless the Parties
agree otherwise.

5.4 Governing Law. The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, and
--------------
not state law, shall govern the arbitrability of all Disputes. The
arbitrators shall allow such discovery as is appropriate to the purposes of
arbitration in accomplishing a fair, speedy and cost-effective resolution
of the Disputes. The arbitrators shall reference the Federal Rules of
Civil Procedure then in effect in setting the scope and timing of
discovery. The Federal Rules of Evidence shall apply in toto. The
-- ----
arbitrators may enter a default decision against any Party who fails to
participate in the arbitration proceedings.

5.5 Arbitration Awards. The arbitrators shall have the authority to award
-------------------
compensatory damages only. Any award by the arbitrators shall be
accompanied by a written opinion setting forth the findings of fact and
conclusions of law relied upon in reaching the decision. The award
rendered by the arbitrators shall be final, binding and non-appealable, and
judgment upon such award may be entered by any court of competent
jurisdiction. The Parties agree that the existence, conduct and content of
any arbitration shall be kept confidential and no Party shall disclose to
any person any information about such arbitration, except as may be
required by law or by any governmental authority or for financial reporting
purposes in each Party's financial statements.

5.6 Fees. Each Party shall pay the fees of its own attorneys, expenses of
-----
witnesses and all other expenses and costs in connection with the
presentation of such Party's case (collectively, "Attorneys' Fees"). The
remaining costs of the arbitration, including without limitation, fees of
the arbitrators, costs of records or transcripts and administrative fees
(collectively, "Arbitration Costs") shall be borne equally by the Parties.
Notwithstanding the foregoing, the arbitrators may modify the allocation of
Arbitration Costs and award Attorneys' Fees in those cases where fairness
dictates a different allocation of Arbitration Costs between the Parties
and an award of Attorneys' Fees to the prevailing Party as determined by
the arbitrators.

5.7 Non Arbitratable Disputes. Any Dispute that is not subject to final
--------------------------
resolution by the Management Committee or to arbitration under this Section
5 or by law (collectively, "Non-Arbitration Claims") shall be brought in a
court of competent jurisdiction in the Commonwealth of Virginia. Each
Party irrevocably consents to the exclusive jurisdiction of the courts of
the Commonwealth of Virginia and the federal courts situated in the
Commonwealth of Virginia, over any and all Non-Arbitration Claims and any
and all actions to enforce such claims or to recover damages or other
relief in connection with such claims.

6. STANDARD TERMS. The Standard Online Commerce Terms & Conditions set forth
--------------
on Exhibit F attached hereto and Standard Legal Terms & Conditions set forth on
Exhibit G attached hereto are each hereby made a part of this Agreement.

7. NO REVENUE SHARING. MP shall have no obligation to share with AOL any
-------------------
Transaction Revenues or Advertising Revenues that MP derives from the AOL Jump
Pages, the Affiliated MP Site, or any other MP Interactive Site.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.

AMERICA ONLINE, INC. XXXXXXX.XXX

By: /s/ XXXXX XXXXXXX By: /s/ XXXXXX XXXXXXXX
------------------------------------------- --------------------------
Name: Xxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxx
Title: Senior Vice President, Business Affairs Title: Chief Financial Officer

CONFIDENTIAL

EXECUTION VERSION

EXHIBIT A

Placement/Promotion
-------------------

I. CARRIAGE PLAN

---------------------------------------------------------------------------------------------------------
AOL Service FLIGHTS Year 1
---------------------------------------------------------------------------------------------------------
START END Imps/Y1 Invs/Y1
---------------------------------------------------------------------------------------------------------

AOL Auto Center: New Car Decision Guide 7/1/99 6/30/00
Commerce Links
---------------------------------------------------------------------------------------------------------
AOL Auto Center: New Car Decision Guide 7/1/99 6/30/00
Banners
---------------------------------------------------------------------------------------------------------
AOL Auto Center: New Cars ROS Banners 7/1/99 6/30/00
---------------------------------------------------------------------------------------------------------
AOL ROS Demo Targeting Banners:2 7/1/99 6/30/00
variables TBD
---------------------------------------------------------------------------------------------------------
AOL Promotional Car Give-Away ROS Banners 7/1/99 6/30/00
---------------------------------------------------------------------------------------------------------
AOL ROS Banners 7/1/99 6/30/00
=========================================================================================================
Subtotal [*]
---------------------------------------------------------------------------------------------------------
XXX.xxx
---------------------------------------------------------------------------------------------------------
Auto WebCenter New Car Decision Guide 7/1/99 6/30/00
Commerce Links
---------------------------------------------------------------------------------------------------------
Auto WebCenter: New Cars Decision Guide 7/1/99 6/30/00
Banners
---------------------------------------------------------------------------------------------------------
Auto WebCenter ROS Banners 7/1/99 6/30/00
---------------------------------------------------------------------------------------------------------
Search Term Packages: Automotive, 7/1/99 6/30/00
Dealers, Trucks, Motor Vehicle Base
=========================================================================================================
Subtotal [*]
---------------------------------------------------------------------------------------------------------
Netscape Netcenter
---------------------------------------------------------------------------------------------------------
NSCP Autos: New Car Decision Guide 7/1/99 6/30/00
Commerce Links
---------------------------------------------------------------------------------------------------------
NSCP Decision Guides Banners 7/1/99 6/30/00
---------------------------------------------------------------------------------------------------------
NSCP Autos ROS Banners 7/1/99 6/30/00
=========================================================================================================
Subtotal [*]
---------------------------------------------------------------------------------------------------------
Compuserve
---------------------------------------------------------------------------------------------------------
Car Club Co-Branded Content Permanent 7/1/99 6/30/00
Placement
---------------------------------------------------------------------------------------------------------

CONFIDENTIAL

EXECUTION VERSION

=========================================================================================================
Subtotal [*]
---------------------------------------------------------------------------------------------------------
Total Year 1 [*] $[*]
---------------------------------------------------------------------------------------------------------

Total Year 2 [*] $[*]
---------------------------------------------------------------------------------------------------------
Plan Total [*] $[*]
=========================================================================================================

----------------------------------------------------------------------------------------------------------------------
Monthly Year 1
----------------------------------------------------------------------------------------------------------------------
Tier 1 Impressions Target Impressions Target
------
----------------------------------------------------------------------------------------------------------------------

AOL Auto Center: New Car Decision Guide Commerce Links
----------------------------------------------------------------------------------------------------------------------
AOL Auto Center: New Car Decision Guide Banners
----------------------------------------------------------------------------------------------------------------------
AOL Auto Center: New Cars ROS Banners
----------------------------------------------------------------------------------------------------------------------
Auto WebCenter New Car Decision Guide Commerce Links
----------------------------------------------------------------------------------------------------------------------
Auto WebCenter: New Cars Decision Guide Banners
----------------------------------------------------------------------------------------------------------------------
Auto WebCenter ROS Banners
----------------------------------------------------------------------------------------------------------------------
Search Term Packages: Automotive, Dealers, Trucks,
Motor Vehicle Base
----------------------------------------------------------------------------------------------------------------------
NSCP Autos: New Car Decision Guide Commerce Links
----------------------------------------------------------------------------------------------------------------------
NSCP Decision Guides Banners
----------------------------------------------------------------------------------------------------------------------
Car Club Co-Branded Content Permanent Placement
======================================================================================================================
Subtotal [*] [*]
----------------------------------------------------------------------------------------------------------------------
Tier 2
------
----------------------------------------------------------------------------------------------------------------------
AOL ROS Demo Targeting Banners:2 variables TBD
----------------------------------------------------------------------------------------------------------------------
NSCP Autos ROS Banners
======================================================================================================================
Subtotal [*] [*]
----------------------------------------------------------------------------------------------------------------------
Tier 3
------
----------------------------------------------------------------------------------------------------------------------
AOL Promotional Car Give-Away ROS Banners
----------------------------------------------------------------------------------------------------------------------
AOL ROS Banners
======================================================================================================================
Subtotal [*] [*]
----------------------------------------------------------------------------------------------------------------------
Total Impressions Target [*] [*]
----------------------------------------------------------------------------------------------------------------------

CONFIDENTIAL

EXECUTION VERSION

*Tier Exchanges. MP may elect to redistribute Promotions from Tiers 1, 2 and 3
--------------
at an exchange ratio equal to the ratio of the respective CPM rates listed in
Exhibit A for each Level (e.g., one Tier 1 Impression can be substituted for the
number of Tier 2 Impressions that is calculated by dividing the CPM for Tier 1
by the CPM for Tier 2), provided that (a) Tier 1 Impressions may be exchanged
only for those of Tier 2 or Tier 3, and (b) Level 2 Impressions may be exchanged
only for those of Tier 3. MP may not make any other type of exchange. All
redistribution of Promotions shall be subject to availability and AOL's then-
existing contractual obligations, as determined by AOL. Impressions may be
exchanged in blocks of a minimum of [*] Impressions. Requests by MP to
redistribute Impressions may be made no more frequently than once per quarter.

II. During the Term and for three (3) months after termination of this
Agreement, subject to the terms and conditions hereof, MP shall have the right
to use the Keyword Search Terms to be agreed upon by the Parties.

CONFIDENTIAL

EXECUTION VERSION

EXHIBIT B

Definitions
-----------

The following definitions shall apply to this Agreement:

AAA. "AAA" shall have the meaning set forth in Section 5.2 of this Agreement.
---

Action. "Action" shall have the meaning set forth in Section 9(d) of Exhibit G
------
to this Agreement.

Additional MP Channel. Any other distribution channel (e.g., an Interactive
---------------------
Service other than AOL) through which MP makes available an offering comparable
in nature to the Affiliated MP Site.

Advertisements. Any advertisements, promotions, banners (including, without
--------------
limitation, the creative content thereof), links, pointers or sponsorships.

Advertising Revenues. Aggregate amounts collected plus the fair market value
--------------------
of any other compensation received (such as barter advertising) by MP, AOL or
either Party's agents, as the case may be, arising from the license or sale of
Advertisements that appear within any pages of the Affiliated MP Site which may
be exclusively available to AOL Users, less applicable Advertising Sales
Commissions.

Advertising Sales Commission. (i) Actual amounts paid as commission to third
----------------------------
party agencies by either buyer or seller in connection with sale of the
Advertisement or (ii) [*]%, in the event the Party has sold the Advertisement
directly and shall not be deducting any third party agency commissions.

Affiliated MP Site. The specific area or web site to be promoted and
------------------
distributed by AOL hereunder through which MP can market and complete
transactions regarding its Services.

AOL Exclusive Offers. "AOL Exclusive Offers" shall have the meaning set forth
--------------------
in Section 2.6 of this Agreement.

AOL Interactive Site. Any Interactive Site that is managed, maintained, owned
--------------------
or controlled by AOL or its agents.

AOL Jump Page. The introductory page to be designed, produced, and hosted by MP
-------------
(within the first two (2) months following the Effective Date) to which
Promotions for MP shall link (following the launch of such AOL Jump Page) and
which shall also be linked to the Affiliated MP Site.

AOL Look and Feel. The elements of graphics, design, organization,
------------------
presentation, layout, user interface, navigation and stylistic convention
(including the digital implementations thereof) which are generally associated
with Interactive Sites within the AOL Service or XXX.xxx.

AOL Member. Any authorized user of the AOL Service, including any sub-accounts
----------
using the AOL Service under an authorized master account.

AOL Network. (i) The AOL Service, (ii) XXX.xxx, (iii) CompuServe, (iv) Digital
-----------
City, and (v) any other product or service owned, operated, distributed or
authorized to be distributed by or through AOL or its affiliates worldwide (and
including those properties excluded from the definitions of the AOL Service or
XXX.xxx). It is understood and agreed that the rights of MP relate only to the
AOL Service and XXX.xxx and not generally to the AOL Network.

AOL Properties. The AOL Service, XXX.xxx and CompuServe.
--------------

EXECUTION VERSION

AOL Purchaser. (i) Any person or entity who enters the Affiliated MP Site from
-------------
the AOL Network including, without limitation, from any third party area therein
(to the extent entry from such third party area is traceable through both
Parties' commercially reasonable efforts), and generates Transaction Revenues
(regardless of whether such person or entity provides an e-mail address during
registration or entrance to the Affiliated MP Site which includes a domain other
than an "XXX.xxx" domain); and (ii) any other person or entity who, when
purchasing a product, good or service through an MP Interactive Site, provides
an XXX.xxx domain name as part of such person or entity's e-mail address and
provided that any person or entity who has previously satisfied the definition
of AOL Purchaser shall remain an AOL Purchaser, and any subsequent purchases by
such person or entity (e.g., as a result of e-mail solicitations or any off-line
means for receiving orders requiring purchasers to reference a specific
promotional identifier or tracking code) shall also give rise to Transaction
Revenues hereunder (and shall not be conditioned on the person or entity's
satisfaction of clauses (i) or (ii) above).

AOL Service. The standard narrow-band U.S. version of the America Online brand
-----------
service, specifically excluding (a) XXX.xxx or any other AOL Interactive Site,
(b) the international versions of an America Online service (e.g., AOL Japan),
(c) the CompuServe(R) brand service and any other CompuServe products or
services (d) "Driveway," "ICQ(TM)," "AOL NetFind(TM)," "AOL Instant
Messenger(TM)," "Digital City," "NetMail(TM)," "Electra", "Thrive", "Real Fans",
"Love@AOL", "Entertainment Asylum," "AOL Hometown," "My News" or any similar
independent product, service or property which may be offered by, through or
with the U.S. version of the America Online brand service, (e) Netscape
Netcenter(TM) and any additional Netscape products or services, (f) any
programming or Content area offered by or through the U.S. version of the
America Online brand service over which AOL does not exercise complete
operational control (including, without limitation, Content areas controlled by
other parties and member-created Content areas), (g) any yellow pages, white
pages, classifieds or other search, directory or review services or Content
offered by or through the U.S. version of the America Online brand service, (h)
any property, feature, product or service which AOL or its affiliates may
acquire subsequent to the Effective Date and (i) any other version of an America
Online service which is materially different from the standard narrow-band U.S.
version of the America Online brand service, by virtue of its branding,
distribution, functionality, Content or services, including, without limitation,
any co-branded version of the service and any version distributed through any
broadband distribution platform or through any platform or device other than a
desktop personal computer.

AOL User. Any user of the AOL Service, XXX.xxx, CompuServe, Digital City, or
--------
the AOL Network.

XXX.xxx. AOL's primary Internet-based Interactive Site marketed under the
-------
"XXX.XXX(TM)" brand, specifically excluding (a) the AOL Service, (b) any
international versions of such site, (c) "ICQ(TM)," "AOL NetFind(TM)," "AOL
Instant Messenger(TM)," "NetMail(TM)," "AOL Hometown," "My News" or any similar
independent product or service offered by or through such site or any other AOL
Interactive Site, (d) any programming or Content area offered by or through such
site over which AOL does not exercise complete operational control (including,
without limitation, Content areas controlled by other parties and member-created
Content areas), (e) Netscape Netcenter(TM) and any additional Netscape products
or services, (f) any programming or Content area offered by or through the U.S.
version of the America Online brand service which was operated, maintained or
controlled by the former AOL Studios division (e.g., Electra), (g) any yellow
pages, white pages, classifieds or other search, directory or review services or
Content offered by or through such site or any other AOL Interactive Site, (h)
any property, feature, product or service which AOL or its affiliates may
acquire subsequent to the Effective Date and (i) any other version of an America
Online Interactive Site which is materially different from AOL's primary
Internet-based Interactive Site marketed under the "XXX.XXX(TM)" brand, by
virtue of its branding, distribution, functionality, Content or services,
including, without limitation, any co-branded versions and any version
distributed through any broadband distribution platform or through any platform
or device other than a desktop personal computer.

Arbitration Costs. "Arbitration Costs" shall have the meaning set forth in
-----------------
Section 5.6 of this Agreement.

Attorneys' Fees. "Attorneys' Fees" shall have the meaning set forth in Section
---------------
5.6 of this Agreement.

EXECUTION VERSION

Change of Control. (a) The consummation of a reorganization, merger or
-----------------
consolidation or sale or other disposition of substantially all of the assets of
a party or (b) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1933,
as amended) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under such Act) of more than 50% of either (i) the then outstanding
shares of common stock of such party; or (ii) the combined voting power of the
then outstanding voting securities of such party entitled to vote generally in
the election of directors.

Commercial Rules. "Commercial Rules" shall have the meaning set forth in
----------------
Section 5.2 of this Agreement.

Complex Procedures. "Complex Procedures" shall have the meaning set forth in
------------------
Section 5.2 of this Agreement.

CompuServe. The standard, narrow-band U.S. version of the CompuServe brand
-----------
service, specifically excluding (a) any international versions of such service,
(b) any web-based service including "xxxxxxxxxx.xxx", "xxxxxx.xxx" and "xx.xxx",
or any similar product or service offered by or through the U.S. version of the
CompuServe brand service, (c) Content areas owned, maintained or controlled by
CompuServe affiliates or any similar "sub-service," (d) any programming or
Content area offered by or through the U.S. version of the CompuServe brand
service over which CompuServe does not exercise complete or substantially
complete operational control (e.g., third-party Content areas), (e) Netscape
Netcenter(TM) and any additional Netscape products or services, (f) any yellow
pages, white pages, classifieds or other search, directory or review services or
Content, (g) any co-branded or private label branded version of the U.S. version
of the CompuServe brand service, (h) any version of the U.S. version of the
CompuServe brand service which offers Content, distribution, services and/or
functionality materially different from the Content, distribution, services
and/or functionality associated with the standard, narrow-band U.S. version of
the CompuServe brand service, including, without limitation, any version of such
service distributed through any platform or device other than a desktop personal
computer and (i) any property, feature, product or service which CompuServe or
its affiliates may acquire subsequent to the Effective Date.

Confidential Information. Any information relating to or disclosed in the
------------------------
course of the Agreement, which is or should be reasonably understood to be
confidential or proprietary to the disclosing Party, including, but not limited
to, the material terms of this Agreement, information about AOL Members, AOL
Users, AOL Purchasers and MP customers, technical processes and formulas, source
codes, product designs, sales, cost and other unpublished financial information,
product and business plans, projections, and marketing data. "Confidential
Information" shall not include information (a) already lawfully known to or
independently developed by the receiving Party, (b) disclosed in published
materials, (c) generally known to the public, or (d) lawfully obtained from any
third party.

Content. Text, images, video, audio (including, without limitation, music used
-------
in synchronism or timed relation with visual displays) and other data, Services,
advertisements, promotions, links, pointers and software, including any
modifications, upgrades, updates, enhancements and related documentation.

Contest. "Contest" shall have the meaning set forth in Section 3 of Exhibit F
-------
to this Agreement.

Customers. "Customers" shall have the meaning set forth in Section 9 of Exhibit
---------
F to this Agreement.

Digital City. The standard, narrow-band U.S. version of Digital City's local
-------------
content offerings marketed under the Digital City brand name, specifically
excluding (a) the AOL Service, XXX.xxx or any other AOL Interactive Site, (b)
any international versions of such local content offerings, (c) the
CompuServe(R) brand service and any other CompuServe products or services (d)
"Driveway," "ICQ(TM)," "AOL NetFind(TM)," "AOL Instant Messenger(TM)," "Digital
City," "NetMail(TM)," "Electra", "Thrive", "Real Fans", "Love@AOL",
"Entertainment Asylum," "AOL Hometown," "My News" or any similar independent
product, service or property which may be offered by, through or with the
standard narrow band version of Digital City's local content offerings, (e)
Netscape Netcenter(TM) and any additional Netscape products or services, (f) any

EXECUTION VERSION

programming or Content area offered by or through such local content offerings
over which AOL does not exercise complete operational control (including,
without limitation, Content areas controlled by other parties and member-created
Content areas), (g) any yellow pages, white pages, classifieds or other search,
directory or review services or Content offered by or through such local content
offerings, (h) any property, feature, product or service which AOL or its
affiliates may acquire subsequent to the Effective Date, (i) any other version
of a Digital City local content offering which is materially different from the
narrow-band U.S. version of Digital City's local content offerings marketed
under the Digital City brand name, by virtue of its branding, distribution,
functionality, Content or services, including, without limitation, any co-
branded version of the offerings and any version distributed through any
broadband distribution platform or through any platform or device other than a
desktop personal computer, and (j) Digital City- branded offerings in any local
area where such offerings are not owned or operationally controlled by AOL, Inc.
or DCI (e.g., Chicago, Orlando, South Florida, and Hampton Roads).

Disclaimed Damages. "Disclaimed Damages" shall have the meaning set forth in
------------------
Section 9(a) of Exhibit G to this Agreement.

Demand. "Demand" shall have the meaning set forth in Section 5.2 of this
------
Agreement.

Dispute. "Dispute" shall have the meaning set forth in Section 5.1 of this
-------
Agreement.

Final Shortfall. "Final Shortfall" shall have the meaning set forth in Section
---------------
1.2 of this Agreement.

Impression. User exposure to the applicable Promotion, as such exposure may be
----------
reasonably determined and measured by AOL in accordance with its standard
methodologies and protocols.

Impressions Commitment. "Impressions Commitment" shall have the meaning set
----------------------
forth in Section 1.2 of this Agreement.

Indemnified Party. "Indemnified Party" shall have the meaning set forth in
-----------------
Section 9(d) of Exhibit G to this Agreement.

Indemnifying Party. "Indemnifying Party" shall have the meaning set forth in
------------------
Section 9(d) of Exhibit G to this Agreement.

Initial Term. "Initial Term" shall have the meaning set forth in Section 4.1 of
------------
this Agreement.

Interactive Service. An entity offering one or more of the following: (i)
-------------------
online or Internet connectivity services (e.g., an Internet service provider);
(ii) an interactive site or service featuring a broad selection of aggregated
third party interactive content (or navigation thereto) (e.g., an online service
or search and directory service)and/or marketing a broad selection of products
and/or services across numerous interactive commerce categories (e.g., an online
mall or other leading online commerce site); (iii) a persistent desktop client;
and (iv) communications software capable of serving as the principal means
through which a user creates, sends and receives electronic mail or real time
online messages (whether by telephone, computer or other means), including,
without limitation, greeting cards.

Interactive Site. Any interactive site or area, including, by way of example and
----------------
without limitation, (i) an MP site on the World Wide Web portion of the Internet
or (ii) a channel or area delivered through a "push" product such as the
Pointcast Network or interactive environment such as Microsoft's Active Desktop.

Keyword Search Terms. (a) The Keyword online search terms made available on the
---------------------
AOL Service for use by AOL Members, combining AOL's Keyword online search
modifier with a term or phrase specifically related to MP (and determined in
accordance with the terms of this Agreement) and (b) the Go Word online search
terms made available on CompuServe, combining CompuServe's Go Word online search
modifier with a term or phrase specifically related to AG and determined in
accordance with the terms of this Agreement).

EXECUTION VERSION

Level. One of the five levels of Promotions as set forth on Exhibit A to this
-----
Agreement.

Liabilities. "Liabilities" shall have the meaning set forth in Section 9(c) of
-----------
Exhibit G to this Agreement.

Licensed Content. All Content offered through the Affiliated MP Site pursuant
----------------
to this Agreement or otherwise provided by MP or its agents in connection
herewith (e.g., offline or online promotional Content, Promotions, AOL
"slideshows", etc.), including in each case, any modifications, upgrades,
updates, enhancements, and related documentation.

Management Committee. "Management Committee" shall have the meaning set forth
--------------------
in Section 5.1 of this Agreement.

Marks. "Marks" shall have the meaning set forth in Section 3 of Exhibit G to
-----
this Agreement.

MP Competitors. Autobytel, Cobalt Dealer Net ("Cobalt") and Consumer Car Club
--------------
("CCC"); provided that AOL may elect, in its sole discretion, to remove either
Cobalt or CCC, or both, from this definition (and thereby remove any and all
exclusivity / premiere privilege restrictions or obligations on AOL and its
affiliates with respect thereto), with respect to just the AOL Service, just
XXX.xxx, just CompuServe, or any combination thereof (including the entire AOL
Network) (at AOL's option), by reducing MP's guaranteed payment amount hereunder
by $[*] ([*] dollars) per such competitor (e.g., $[*] to remove either Cobalt
or CCC, or $[*] to remove both Cobalt and CCC), with [*]% of such amounts
attributable to CompuServe, [*]% to XXX.xxx and the remaining [*]% to the AOL
Service (and, if and to the extent applicable the rest of the AOL Network);
provided further that such payment reduction amounts shall be reduced pro rata
on a quarterly basis over the scheduled 2 year Initial Term hereof/1/.

MP Interactive Site. Any Interactive Site (other than the Affiliated MP Site)
-------------------
which is managed, maintained, owned or controlled by MP or its agents.

MP Technical Problem. "MP Technical Problem" shall have the meaning set forth
--------------------
in Section 5 of Exhibit E to this Agreement.

Navigation Bar Reference. "Navigation Bar Reference" shall have the meaning set
------------------------
forth in Section 2.1 of this Agreement.

New Car Services. The new car Services offered by MP on or through the Jump
----------------
Pages and/or the Affiliated MP Site, as further described on Exhibit D hereto.

New Functionality. "New Functionality" shall have the meaning set forth in
-----------------
Section 9.v of Exhibit E to this Agreement.

Non-Arbitration Claims. "Non-Arbitration Claims" shall have the meaning set
----------------------
forth in Section 5.7 of this Agreement.

Press Release. "Press Release" shall have the meaning set forth in Section 4.5
-------------
of this Agreement.

Prior Business Relationship. "Prior Business Relationship" shall have the
---------------------------
meaning set forth in Section 11 of Exhibit G to this Agreement.

Production Plan. "Production Plan" shall have the meaning set forth in Section
---------------
10 of Exhibit F to this Agreement.

____________________
/1/ By way of example, for illustrative purposes only, AOL may elect to remove
all exclusivity / premiere privilege obligations for the entire AOL Network (to
the extent applicable) with respect to just CCC for [$*] or only on CompuServe
with respect to CCC for only [*%] of [$*] [i.e., $*] at any time during the
first quarter after the Effective Date, or for half such amounts [$*] for the
AOL Network or [$*] for just CompuServe or XXX.xxx) one year after the
Effective Date (because it is halfway through the scheduled Initial Term),
etc.

EXECUTION VERSION

Promo Content. "Promo Content" shall have the meaning set forth in Section 1.3
-------------
of this Agreement.

Promotional Materials. "Promotional Materials" shall have the meaning set forth
---------------------
in Section 1 of Exhibit G to this Agreement.

Promotions. "Promotions" shall have the meaning set forth in Section 1.1 of
----------
this Agreement.

Quarter Shortfall. "Quarter Shortfall" shall have the meaning set forth in
-----------------
Section 1.2 of this Agreement.

Revised Impressions Target. "Revised Impressions Target" shall have the meaning
--------------------------
set forth in Section 1.2 of this Agreement.

Routine Services. "Routine Services" shall have the meaning set forth in
----------------
Section 10 of Exhibit F to this Agreement.

Run of Service Advertising (ROS). A collection of promotional inventory made up
--------------------------------
of all areas of the AOL Network. To the extent applicable, AOL shall place MP's
creative in different locations throughout the AOL Network in accordance with
AOL internal policies. Run of Service Impressions shall be delivered in
accordance with the monthly targets on Exhibit A over the applicable time
period. MP may not control placement of such Run of Service Advertising and AOL
does not guarantee placement thereof on any particular screen or group of
screens. Notwithstanding anything to the contrary in this Agreement, AOL shall
(i) use commercially reasonable efforts to deliver the Run of Service
Impressions in accordance with the targets set forth on Exhibit A of this
Agreement, and (ii) not deliver any Run of Service Impressions in the following
areas: teens, love@AOL, or international. In the event that MP reasonably
believes that a disproportionate number of the Run of Service Advertising is
being delivered in any one subchannel of the AOL Network, then Parties shall
meet to discuss the manner in which AOL will attempt to rectify such imbalance.

Secondary Shortfall. "Secondary Shortfall" shall have the meaning set forth in
-------------------
Section 1.2 of this Agreement.

Services. Any product, good or service which MP (or others acting on its behalf
--------
or as distributors) offers, sells, provides, distributes or licenses to AOL
Users directly or indirectly through (i) the Affiliated MP Site (including
through any Interactive Site linked thereto), (ii) any other electronic means
directed at AOL Users (e.g., e-mail offers), or (iii) an "offline" means (e.g.,
toll-free number) for receiving orders related to specific offers within the
Affiliated MP Site requiring purchasers to reference a specific promotional
identifier or tracking code, including, without limitation, products or services
sold through surcharged downloads (to the extent expressly permitted hereunder).

Transaction Revenues. Aggregate amounts paid by AOL Purchasers in connection
--------------------
with the sale, licensing, distribution or provision of any Services, including,
in each case, handling, shipping, service charges, and excluding, in each case,
(a) amounts collected for sales or use taxes or duties and (b) credits and
chargebacks for returned or canceled goods or services, but not excluding cost
of goods sold or any similar cost.

User Information. "User Information" shall have the meaning set forth in
----------------
Section 13 of Exhibit G to this Agreement.

EXECUTION VERSION

EXHIBIT C

MP Cross-Promotion
------------------

A. MP shall promote (at least once per quarter) the AOL Service to MP
registered users through the MP newsletter sent to such users. In any MP
newsletter in which MP promotes the AOL Service, MP shall not promote any
other Interactive Service.

B. In addition, in MP's television, radio, print and "out of home" (e.g., buses
and billboards) advertisements. MP shall include specific references or
mentions (verbally where possible) of the availability of the Affiliated MP
Site through the AOL Network, which are at least as prominent as any
references that MP makes to any MP Interactive Site related to the Autoweb
brand (other than any MP Interactive Site that is co-branded with another
third party) (by way of site name, related company name, URL or otherwise).
Without limiting the generality of the foregoing, MP's listing of the "URL"
for any MP Interactive Site related to the Autoweb brand (other than MP any
Interactive Site that is co-branded with another thid-party) shall be
accompanied by an equally prominent listing of the "keyword" term on AOL for
the Affiliated MP Site.

EXECUTION VERSION

EXHIBIT D

Description of Services and Other Content to be Promoted in the Promotions and
------------------------------------------------------------------------------
on the AOL Jump Pages
---------------------

New car listings and related new auto content (e.g., auto reviews, new car-
related chat (provided by AOL and to be used only by AOL Members), etc.) and
services (collectively, the "New Car Services"), and shall exclude email,
instant messaging, calendar services and similar functionality (unless otherwise
agreed by AOL). In accordance with Section 2.1 of this Agreement, MP also shall
be able to include the Navigation Bar Tab on the AOL Jump Page.

EXECUTION VERSION

EXHIBIT D-1

Description of Services and Other Content to be Promoted on the Affiliated MP
-----------------------------------------------------------------------------
Site
----

The Content on the Affiliated MP Site may include the New Car Services, as well
as the new car and used car listings and related information and services
(including, without limitation, business-to-consumer new and used car auctions);
provided that the Affiliated MP Site shall not link (directly or indirectly) to
--------
any third-party provider of used car listings.

EXECUTION VERSION

EXHIBIT E

Operations
----------

1. General. The Affiliated MP Site (including the Services and other Content
-------
contained therein) shall be in the top three (3) in the online new car industry,
as determined by each of the following methods: (a) based on a cross-section
of third-party reviewers who are recognized authorities in such industry and (b)
with respect to all material quality averages or standards in such industry,
including each of the following: (i) pricing of Services, (ii) scope and
selection of Services, (iii) quality of Services, (iv) customer service and
fulfillment associated with the marketing and sale of Services and (v) ease of
use. In addition, the Affiliated MP Site shall, with respect to each of the
measures listed above, be competitive in all respects with that which is offered
by any MP Competitors.

2. Affiliated MP Site Infrastructure. MP shall be responsible for all
---------------------------------
communications, hosting and connectivity costs and expenses associated with the
Affiliated MP Site. MP shall provide all hardware, software, telecommunications
lines and other infrastructure necessary to meet traffic demands on the
Affiliated MP Site from the AOL Network. MP shall design and implement the
network between the AOL Service and Affiliated MP Site such that (i) no single
component failure shall have a materially adverse impact on AOL Members seeking
to reach the Affiliated MP Site from the AOL Network and (ii) no single line
under material control by MP shall run at more than 70% average utilization for
a 5-minute peak in a daily period. In this regard, MP shall provide AOL, upon
request, with a detailed network diagram regarding the architecture and network
infrastructure supporting the Affiliated MP Site. In the event that MP elects
to create a custom version of the Affiliated MP Site in order to comply with the
terms of this Agreement, MP shall bear responsibility for all aspects of the
implementation, management and cost of such customized site.

3. Optimization; Speed. MP shall use commercially reasonable efforts to
-------------------
ensure that: (a) the functionality and features within the Affiliated MP Site
are optimized for the client software then in use by AOL Members; and (b) the
Affiliated MP Site is designed and populated in a manner that minimizes delays
when AOL Members attempt to access such site. At a minimum, MP shall ensure
that the Affiliated MP Site's data transfers initiate within fewer than fifteen
(15) seconds on average. Prior to commercial launch of any material promotions
described herein, MP shall permit AOL to conduct performance and load testing of
the Affiliated MP Site (in person or through remote communications), with such
commercial launch not to commence until such time as AOL is reasonably satisfied
with the results of any such testing.

4. User Interface. MP shall maintain a graphical user interface within the
--------------
Affiliated MP Site that is competitive in all material respects with interfaces
of other similar sites based on similar form technology. AOL reserves the right
to review and approve the user interface and site design prior to launch of the
Promotions and to conduct focus group testing to assess compliance with respect
to such consultation and with respect to MP's compliance with the preceding
sentence.

5. Technical Problems. MP agrees to use commercially reasonable efforts to
------------------
address material technical problems (over which MP exercises control) affecting
use by AOL Members of the Affiliated MP Site (a "MP Technical Problem") promptly
following notice thereof. In the event that MP is unable to promptly resolve a
MP Technical Problem following notice thereof from AOL (including, without
limitation, infrastructure deficiencies producing user delays), AOL shall have
the right to regulate the promotions it provides to MP hereunder until such time
as MP corrects the MP Technical Problem at issue.

6. Monitoring. MP shall ensure that the performance and availability of the
----------
Affiliated MP Site is monitored on a continuous basis. MP shall provide AOL
with contact information (including e-mail, phone, pager and fax information, as
applicable, for both during and after business hours) for MP's principal
business and technical representatives, for use in cases when issues or problems
arise with respect to the Affiliated MP Site.

7. Telecommunications. Where applicable MP shall use encryption methodology to
------------------
secure data communications between the Parties' data centers. The network
between the Parties shall be configured such that no single component failure
shall significantly impact AOL Users. The network shall be sized such that no
single line runs at more than 70% average utilization for a 5-minute peak in a
daily period.

8. Security. MP shall utilize Internet standard encryption technologies (e.g.,
--------
Secure Socket Layer SSL) to provide a secure environment for conducting
transactions and/or transferring private member information (e.g. credit card
numbers, banking/financial information, and member address information) to and
from the Affiliated MP Site. MP shall facilitate periodic reviews of the
Affiliated MP Site by AOL in order to evaluate the security risks of such site.
MP shall promptly remedy any security risks or breaches of security as may be
identified by AOL's Operations Security team.

9. Technical Performance.
---------------------

i. MP shall design the Affiliated MP Site to support the AOL-client
embedded versions of the Microsoft Internet Explorer 3.0 and 4.0
browsers (Windows and Macintosh) and make commercially reasonable
efforts to support all other AOL browsers listed at:
"xxxx://xxxxxxxxx.xxxx.xxx.xxx/XxxxXxxxx.xxxx."

ii. To the extent MP creates customized pages on the Affiliated MP Site
for AOL Members, MP shall configure and employ a methodology to detect
AOL Members (e.g. examine the HTTP User-Agent field in order to identify
the "AOL Member-Agents" listed at: "xxxx://xxxxxxxxx. xxxx.xxx.xxx/)."

iii. MP shall periodically review the technical information made available
by AOL at xxxx://xxxxxxxxx.xxxx.xxx.xxx.

EXECUTION VERSION

iv. MP shall design its site to support HTTP 1.0 or later protocol as
defined in RFC 1945 and to adhere to AOL's parameters for refreshing
cached information listed at xxxx://xxxxxxxxx.xxxx.xxx.xxx.

v. Prior to releasing material, new functionality or features through
the Affiliated MP Site ("New Functionality"), MP shall use commercially
reasonable efforts to DELETE either (i) test the New Functionality to
confirm its compatibility with AOL Service client software and (ii)
provide AOL with written notice of the New Functionality so that AOL can
perform tests of the New Functionality to confirm its compatibility with
the AOL Service client software.

10. AOL Internet Services MP Support. AOL shall provide MP with access to the
--------------------------------
standard online resources, standards and guidelines documentation, technical
phone support, monitoring and after-hours assistance that AOL makes generally
available to similarly situated web-based partners. AOL support shall not, in
any case, be involved with content creation on behalf of MP or support for any
technologies, databases, software or other applications which are not supported
by AOL or are related to any MP area other than the Affiliated MP Site.
Support to be provided by AOL is contingent on MP providing to AOL demo account
information (where applicable), a detailed description of the Affiliated MP
Site's software, hardware and network architecture and access to the Affiliated
MP Site for purposes of such performance and load testing as AOL elects to
conduct.

EXECUTION VERSION

EXHIBIT F

Standard Online Commerce Terms & Conditions
-------------------------------------------

1. AOL Network Distribution. MP shall not authorize or permit any third party
------------------------
to distribute or promote the Services or any MP Interactive Site through the AOL
Network absent AOL's prior written approval. The Promotions and any other
promotions or advertisements purchased from or provided by AOL shall link only
to the AOL Jump Page after the launch of such AOL Jump Page, and prior to such
launch date, shall link to the Affiliated MP Site, shall be used by MP solely
for its own benefit and shall not be resold, traded, exchanged, bartered,
brokered or otherwise offered to any third party.

2. Provision of Other Content. In the event that AOL notifies MP that (i) as
--------------------------
reasonably determined by AOL, any Content within the Affiliated MP Site violates
AOL's then-standard Terms of Service (as set forth on the America Online brand
service at Keyword term "TOS"), the terms of this Agreement or any other
standard, written AOL policy (which is either available online or of which AOL
has otherwise notified MP) or (ii) AOL reasonably objects to the inclusion of
any Content within the Affiliated MP Site (other than any specific items of
Content which may be expressly identified in this Agreement), then MP shall take
commercially reasonable steps to block access by AOL Users to such Content using
MP's then-available technology. In the event that MP cannot, through its
commercially reasonable efforts, block access by AOL Users to the Content in
question, then MP shall provide AOL prompt written notice of such fact. AOL may
then, at its option, restrict access from the AOL Network to the Content in
question using technology available to AOL. MP shall cooperate with AOL's
reasonable requests to the extent AOL elects to implement any such access
restrictions.

3. Contests. MP shall take all steps necessary to ensure that any contest,
--------
sweepstakes or similar promotion conducted or promoted through the Affiliated MP
Site (a "Contest") complies with all applicable federal, state and local laws
and regulations.

4. Navigation. Subject to the prior consent of MP, which consent shall not be
----------
unreasonably withheld, AOL shall be entitled to establish navigational icons,
links and pointers connecting the AOL Jump Pages (or portions thereof) with
other content areas on or outside of the AOL Network. Additionally, in cases
where an AOL User performs a search for MP through any search or navigational
tool or mechanism that is accessible or available through the AOL Network (e.g.,
Promotions, Keyword Search Terms, or any other promotions or navigational
tools), AOL shall have the right to direct such AOL User to the Affiliated MP
Site, the AOL Jump Pages, or any other MP Interactive Site determined by AOL in
its reasonable discretion, provided that during the three months following
termination of this Agreement, MP's Keyword Search Term shall direct AOL Users
to the Affiliated MP Site.

5. Disclaimers. Upon AOL's request, MP agrees to include within the
------------
Affiliated MP Site a product disclaimer (the specific form and substance to be
mutually agreed upon by the Parties) indicating that transactions are solely
between MP and AOL Users purchasing Services from MP.

6. AOL Look and Feel. MP acknowledges and agrees that AOL shall own all right,
-----------------
title and interest in and to the elements of graphics, design, organization,
presentation, layout, user interface, navigation and stylistic convention
(including the digital implementations thereof) which are generally associated
with online areas contained within the AOL Network, subject to MP's ownership
rights in any MP trademarks or copyrighted material within the Affiliated MP
Site.

7. Management of the Affiliated MP Site. MP shall manage, review, delete,
------------------------------------
edit, create, update and otherwise manage all Content available on or through
the Affiliated MP Site, in a timely and professional manner and in accordance
with the terms of this Agreement. MP shall ensure that the Affiliated MP Site
is current, accurate and well-organized at all times. MP warrants that the
Services and other Licensed Content : (i) shall not infringe on or violate any
copyright, trademark, U.S. patent or any other third party right, including
without limitation, any music performance or other music-related rights; (ii)
shall not violate AOL's then-applicable Terms of Service or any other standard,
written AOL policy (which is either available online or of which AOL has
otherwise notified MP); and (iii) shall not violate any applicable law or
regulation, including those relating to contests, sweepstakes or similar
promotions. Additionally, MP represents and warrants that it owns or has a
valid license to all rights to any Licensed Content used in AOL "slideshow" or
other formats embodying elements such as graphics, animation and sound, free and
clear of all encumbrances and without violating the rights of any other person
or entity. MP also warrants that a reasonable basis exists for all Product
performance or comparison claims appearing through the Affiliated MP Site. MP
shall not in any manner, including, without limitation in any Promotion, the
Licensed Content or the Materials state or imply that AOL recommends or endorses
MP or MP's Services (e.g., no statements that MP is an "official" or
"preferred" provider of Services or services for AOL). AOL shall have no
obligations with respect to the Services available on or through the Affiliated
MP Site, including, but not limited to, any duty to review or monitor any such
Services.

8. Duty to Inform. MP shall promptly inform AOL of any information related to
--------------
the Affiliated MP Site which could reasonably lead to a claim, demand, or
liability of or against AOL and/or its affiliates by any third party.

9. Customer Service. It is the sole responsibility of MP to provide customer
----------------
service to persons or entities purchasing Services through the AOL Network
("Customers"). MP shall bear full responsibility for all customer service,
including without limitation, order processing, billing, fulfillment, shipment,
collection and other customer service associated with any Services offered, sold
or licensed through the Affiliated MP Site, and AOL shall have no obligations
whatsoever with respect

EXECUTION VERSION

thereto. MP shall receive all emails from Customers via a computer available to
MP's customer service staff and generally respond to such emails within one
business day of receipt. MP shall receive all orders electronically and
generally process all orders within one business day of receipt, provided
Services ordered are not advance order items. MP shall ensure that all orders of
Services are received, processed, fulfilled and delivered on a timely and
professional basis. MP shall bear all responsibility for compliance with
federal, state and local laws in the event that the Services are no longer
available at the time an order is received. MP shall also comply with the
requirements of any federal, state or local consumer protection or disclosure
law. Payment for Services shall be collected by MP directly from customers. MP's
order fulfillment operation shall be subject to AOL's reasonable review.

10. Production Work. In the event that MP requests AOL's production assistance
---------------
in connection with (i) ongoing programming and maintenance related to the
Affiliated MP Site, (ii) a redesign of or addition to the Affiliated MP Site
(e.g., a change to an existing screen format or construction of a new custom
form), (iii) production to modify work performed by a third party provider or
(iv) any other type of production work, MP shall work with AOL to develop a
detailed production plan for the requested production assistance (the
"Production Plan"). Following receipt of the final Production Plan, AOL shall
notify MP of (i) AOL's availability to perform the requested production work,
(ii) the proposed fee or fee structure for the requested production and
maintenance work and (iii) the estimated development schedule for such work. To
the extent the Parties reach agreement regarding implementation of the agreed-
upon Production Plan, such agreement shall be reflected in a separate work order
signed by the Parties. To the extent MP elects to retain a third party provider
to perform any such production work, work produced by such third party provider
must generally conform to AOL's standards & practices (as provided on the
America Online brand service at Keyword term "styleguide"). The specific
production resources which AOL allocates to any production work to be performed
on behalf of MP shall be as determined by AOL in its sole discretion. With
respect to any routine production, maintenance or related services which AOL and
MP mutually agree are necessary for AOL to perform in order to support the
proper functioning and integration of the Affiliated MP Site ("Routine
Services"), MP shall pay the then-standard fees charged by AOL for such Routine
Service.

11. Overhead Accounts. To the extent AOL has granted MP any overhead accounts
-----------------
on the AOL Service, MP shall be responsible for the actions taken under or
through its overhead accounts, which actions are subject to AOL's applicable
Terms of Service and for any surcharges, including, without limitation, all
premium charges, transaction charges, and any applicable communication
surcharges incurred by any overhead Account issued to MP, but MP shall not be
liable for charges incurred by any overhead account relating to AOL's standard
monthly usage fees and standard hourly charges, which charges AOL shall bear.
Upon the termination of this Agreement, all overhead accounts, related screen
names and any associated usage credits or similar rights, shall automatically
terminate. AOL shall have no liability for loss of any data or content related
to the proper termination of any overhead account.

12. Navigation Tools. Any Keyword Search Terms to be directed to the
----------------
Affiliated MP Site or the AOL Jump Pages shall be (i) subject to availability
for use by MP and (ii) limited to the combination of the Keyword search modifier
combined with a trademark of MP. AOL reserves the right to revoke at any time
MP's use of any Keyword Search Terms which do not incorporate trademarks of MP.
MP acknowledges that its utilization of a Keyword Search Term shall not create
in it, nor shall it represent it has, any right, title or interest in or to such
Keyword Search Term, other than the right, title and interest MP holds in MP's
trademark independent of the Keyword Search Term. Without limiting the
generality of the foregoing, MP shall not: (a) attempt to register or otherwise
obtain trademark or copyright protection in the Keyword Search Term; or (b) use
the Keyword Search Term, except for the purposes expressly required or permitted
under this Agreement. To the extent AOL allows AOL Users to "bookmark" the URL
or other locator for the Affiliated MP Site, such bookmarks shall be subject to
AOL's control at all times. At the end of three months following the termination
of this Agreement, MP's rights to any Keyword Search Terms and bookmarking shall
terminate.

13. Merchant Certification Program. MP shall participate in any generally
------------------------------
applicable "Certified Merchant" program operated by AOL or its authorized agents
or contractors. Such program may require merchant participants on an ongoing
basis to meet certain reasonable, generally applicable standards relating to
provision of electronic commerce through the AOL Network (including, as a
minimum, use of 40-bit SSL encryption and if requested by AOL, 128-bit
encryption) and may also require the payment of certain reasonable certification
fees (applicable to all AOL Certified Merchants) to the relevant entity
operating the program. Each Certified Merchant in good standing shall be
entitled to place on its affiliated Interactive Site an AOL designed and
approved button promoting the merchant's status as an AOL Certified Merchant.

14. Prohibited Promotional Payments. On the AOL Jump Pages, MP shall not
-------------------------------
offer, provide, implement or otherwise make available any promotional programs
or plans that are intended to provide customers with rewards or benefits in
exchange for, or on account of, their past or continued loyalty to, or patronage
or purchase of, the products or services of MP or any third party (e.g., a
promotional program similar to a "frequent flier" program), unless such
promotional program or plan is provided exclusively through AOL's "AOL Rewards"
program, accessible on the AOL Service at Keyword: "AOL Rewards."

EXECUTION VERSION

EXHIBIT G

Standard Legal Terms & Conditions
---------------------------------

1. Promotional Materials/Press Releases. Each Party shall submit to the other
------------------------------------
Party, for its prior written approval, which shall not be unreasonably withheld
or delayed, any marketing, advertising, or other promotional materials,
excluding Press Releases, related to the AOL Jump Pages and the Affiliated MP
Site (other than any such materials which solely relate to the Affiliated MP
Site and which do not mention or otherwise reference AOL, this Agreement or the
terms hereof), and/or referencing the other Party and/or its trade names,
trademarks, and service marks (the "Promotional Materials"); provided, however,
-------- -------
that either Party's use of screen shots of the Affiliated MP Site for
promotional purposes shall not require the approval of the other Party; and
provided, further, however, that, following the initial public announcement of
-------- ------- -------
the business relationship between the Parties in accordance with the approval
and other requirements contained herein, either Party's subsequent factual
reference to the existence of a business relationship between the Parties in
Promotional Materials, shall not require the approval of the other Party. Each
Party shall solicit and reasonably consider the views of the other Party in
designing and implementing such Promotional Materials. Once approved, the
Promotional Materials may be used by a Party and its affiliates for the purpose
of promoting the Affiliated MP Site and the content contained therein and reused
for such purpose until such approval is withdrawn with reasonable prior notice.
In the event such approval is withdrawn, existing inventories of Promotional
Materials may be depleted.

2. License. During the term of this Agreement, MP hereby grants AOL a non-
-------
exclusive worldwide license to market, , reproduce, display, perform, transmit
and promote the Licensed Content (or any portion thereof) through such areas or
features of the AOL Network as AOL deems appropriate for the purpose of
promoting the Affiliated MP Site. MP acknowledges and agrees that the foregoing
license permits AOL to distribute portions of the Licensed Content in
synchronism or timed relation with visual displays prepared by MP or AOL (e.g.,
as part of an AOL "slideshow"). In addition, AOL Users shall have the right to
access and use the Affiliated MP Site.

3. Trademark License. In designing and implementing the Materials and subject
-----------------
to the other provisions contained herein, MP shall be entitled to use the
following trade names, trademarks, and service marks of AOL: the "America
Online" brand service, "AOL" service/software and AOL's triangle logo; and AOL
and its affiliates shall be entitled to use the trade names, trademarks, and
service marks of MP for which MP holds all rights necessary for use in
connection with this Agreement (collectively, together with the AOL marks listed
above, the "Marks"); provided that each Party: (i) does not create a unitary
--------
composite xxxx involving a Xxxx of the other Party without the prior written
approval of such other Party; and (ii) displays symbols and notices clearly and
sufficiently indicating the trademark status and ownership of the other Party's
Marks in accordance with applicable trademark law and practice.

4. Ownership of Trademarks. Each Party acknowledges the ownership right of the
-----------------------
other Party in the Marks of the other Party and agrees that all use of the other
Party's Marks shall inure to the benefit, and be on behalf, of the other Party.
Each Party acknowledges that its utilization of the other Party's Marks shall
not create in it, nor shall it represent it has, any right, title, or interest
in or to such Marks other than the licenses expressly granted herein. Each
Party agrees not to do anything contesting or impairing the trademark rights of
the other Party.

5. Quality Standards. Each Party agrees that the nature and quality of its
-----------------
products and services supplied in connection with the other Party's Marks shall
conform to quality standards set by the other Party. Each Party agrees to
supply the other Party, upon request, with a reasonable number of samples of any
Materials publicly disseminated by such Party which utilize the other Party's
Marks. Each Party shall comply with all applicable laws, regulations, and
customs and obtain any required government approvals pertaining to use of the
other Party's marks.

6. Infringement Proceedings. Each Party agrees to promptly notify the other
------------------------
Party of any unauthorized use of the other Party's Marks of which it has actual
knowledge. Each Party shall have the sole right and discretion to bring
proceedings alleging infringement of its Marks or unfair competition related
thereto; provided, however, that each Party agrees to provide the other Party
with its reasonable cooperation and assistance with respect to any such
infringement proceedings.

7. Representations and Warranties. Each Party represents and warrants to the
------------------------------
other Party that: (i) such Party has the full corporate right, power and
authority to enter into this Agreement and to perform the acts required of it
hereunder; (ii) the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties hereunder, do not and
shall not violate any agreement to which such Party is a party or by which it is
otherwise bound; (iii) when executed and delivered by such Party, this Agreement
shall constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; and (iv) such Party
acknowledges that the other Party makes no representations, warranties or
agreements related to the subject matter hereof that are not expressly provided
for in this Agreement. MP hereby represents and warrants that it possesses all
authorizations, approvals, consents, licenses, permits, certificates or other
rights and permissions necessary to sell the Services.

8. Confidentiality. Each Party acknowledges that Confidential Information may
---------------
be disclosed to the other Party during the course of this Agreement. Each Party
agrees that it shall take reasonable steps, at least substantially equivalent to
the steps it takes to protect

EXECUTION VERSION

its own proprietary information, during the term of this Agreement, and for a
period of three years following expiration or termination of this Agreement, to
prevent the duplication or disclosure of Confidential Information of the other
Party, other than by or to its employees or agents who must have access to such
Confidential Information to perform such Party's obligations hereunder, who
shall each agree to comply with this section. Notwithstanding the foregoing,
either Party may issue a press release or other disclosure containing
Confidential Information without the consent of the other Party, to the extent
such disclosure is required by law, rule, regulation or government or court
order. In such event, the disclosing Party shall provide at least five (5)
business days prior written notice of such proposed disclosure to the other
Party. Further, in the event such disclosure is required of either Party under
the laws, rules or regulations of the Securities and Exchange Commission or any
other applicable governing body, such Party shall (i) redact mutually agreed-
upon portions of this Agreement to the fullest extent permitted under applicable
laws, rules and regulations and (ii) submit a request to such governing body
that such portions and other provisions of this Agreement receive confidential
treatment under the laws, rules and regulations of the Securities and Exchange
Commission or otherwise be held in the strictest confidence to the fullest
extent permitted under the laws, , rules or regulations of any other applicable
governing body.

9. Limitation of Liability; Disclaimer; Indemnification.
----------------------------------------------------

(a) Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE
---------
OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF SERVICES, THE USE OR
INABILITY TO USE THE AOL NETWORK, THE AOL SERVICE, XXX.XXX, THE AOL JUMP PAGES,
OR THE AFFILIATED MP SITE, OR ARISING FROM ANY OTHER PROVISION OF THIS
AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS
OR LOST BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY
SHALL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE
CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION
9.3(c). EXCEPT AS PROVIDED IN SECTION 9.3(c), (I) LIABILITY ARISING UNDER THIS
AGREEMENT SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES, AND (II)
THE MAXIMUM LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY CLAIMS ARISING IN
CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENT
OBLIGATIONS OWED BY EITHER PARTY TO THE OTHER PARTY HEREUNDER IN THE YEAR IN
WHICH THE EVENT GIVING RISE TO LIABILITY OCCURS; PROVIDED THAT EACH PARTY SHALL
REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE
OTHER PARTY PURSUANT TO THE AGREEMENT.

(b) No Additional Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS
-------------------------
AGREEMENT, NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS
ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL
NETWORK, THE AOL SERVICE, XXX.XXX, THE AFFILIATED MP SITE, OR THE AOL JUMP
PAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AOL
SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF THE
AFFILIATED MP SITE.

(c) Indemnity. Either Party shall defend, indemnify, save and hold harmless
---------
the other Party and the officers, directors, agents, affiliates, distributors,
franchisees and employees of the other Party from any and all third party
claims, demands, liabilities, costs or expenses, including reasonable attorneys'
fees ("Liabilities"), resulting from the indemnifying Party's material breach of
any duty, representation, or warranty of this Agreement.

(d) Claims. If a Party entitled to indemnification hereunder (the "Indemnified
-------
Party") becomes aware of any matter it believes is indemnifiable hereunder
involving any claim, action, suit, investigation, arbitration or other
proceeding against the Indemnified Party by any third party (each an "Action"),
the Indemnified Party shall give the other Party (the "Indemnifying Party")
prompt written notice of such Action. Such notice shall (i) provide the basis on
which indemnification is being asserted and (ii) be accompanied by copies of all
relevant pleadings, demands, and other papers related to the Action and in the
possession of the Indemnified Party. The Indemnifying Party shall have a period
of ten (10) days after delivery of such notice to respond. If the Indemnifying
Party elects to defend the Action or does not respond within the requisite ten
(10) day period, the Indemnifying Party shall be obligated to defend the Action,
at its own expense, and by counsel reasonably satisfactory to the Indemnified
Party. The Indemnified Party shall cooperate, at the expense of the Indemnifying
Party, with the Indemnifying Party and its counsel in the defense and the
Indemnified Party shall have the right to participate fully, at its own expense,
in the defense of such Action. If the Indemnifying Party responds within the
required ten (10) day period and elects not to defend such Action, the
Indemnified Party shall be free, without prejudice to any of the Indemnified
Party's rights hereunder, to compromise or defend (and control the defense of)
such Action. In such case, the Indemnifying Party shall cooperate, at its own
expense, with the Indemnified Party and its counsel in the defense against such
Action and the Indemnifying Party shall have the right to participate fully, at
its own expense, in the defense of such Action. Any compromise or settlement of
an Action shall require the prior written consent of both Parties hereunder,
such consent not to be unreasonably withheld or delayed.

EXECUTION VERSION

10. Acknowledgment. AOL and MP each acknowledges that the provisions of this
--------------
Agreement were negotiated to reflect an informed, voluntary allocation between
them of all risks (both known and unknown) associated with the transactions
contemplated hereunder. The limitations and disclaimers related to warranties
and liability contained in this Agreement are intended to limit the
circumstances and extent of liability. The provisions of this Section 9 shall
be enforceable independent of and severable from any other enforceable or
unenforceable provision of this Agreement.

11. Solicitation of AOL Users. During the term of the Agreement and for a two
-------------------------
year period thereafter, MP shall not use the AOL Network (including, without
limitation, the e-mail network contained therein) to solicit AOL Users on behalf
of another Interactive Service. More generally, MP shall not send unsolicited,
commercial e-mail (i.e., "spam") or other online communications through or into
AOL's products or Services, absent a Prior Business Relationship. For purposes
of this Agreement, a "Prior Business Relationship" shall mean that the AOL User
to whom commercial e-mail or other online communication is being sent has
voluntarily either (i) engaged in a transaction with MP or (ii) provided
information to MP through a contest, registration, or other communication, which
included clear notice to the AOL User that the information provided could result
in commercial e-mail or other online communication being sent to that AOL User
by MP or its agents. Any commercial e-mail or other online communications to
AOL Users which are otherwise permitted hereunder, shall (a) include a prominent
and easy means to "opt-out" of receiving any future commercial communications
from MP, and (b) shall also be subject to AOL's then-standard restrictions on
distribution of bulk e-mail (e.g., related to the time and manner in which such
e-mail can be distributed through or into the AOL product or service in
question).

12. AOL User Communications. To the extent that MP is permitted to communicate
--------------------------
with AOL Users under Section 15 of this Exhibit G, in any such communications to
AOL Users on or off the Affiliated MP Site (including, without limitation, e-
mail solicitations), MP shall not encourage AOL Users to take any action
inconsistent with the scope and purpose of this Agreement, including without
limitation, the following actions: (i) using an Interactive Site other than the
Affiliated MP Site for the purchase of Services, (ii) using Content other than
the Licensed Content; (iii) bookmarking of Interactive Sites; or (iv) changing
the default home page on the AOL browser. Additionally, with respect to such
AOL User communications, in the event that MP encourages an AOL User to purchase
products through such communications, MP shall ensure that (a) the AOL Network
is promoted as the primary means through which the AOL User can access the
Affiliated MP Site and (b) any link to the Affiliated MP Site shall link to a
page which indicates to the AOL User that such user is in a site which is
affiliated with the AOL Network.

13. Collection and Use of User Information. MP shall ensure that its
--------------------------------------
collection, use and disclosure of information obtained from AOL Users under this
Agreement ("User Information") complies with (i) all applicable laws and
regulations and (ii) AOL's standard privacy policies, available on the AOL
Service at the keyword term "Privacy" (or, in the case of the Affiliated MP
Site, MP's standard privacy policies so long as such policies are prominently
published on the site and provide adequate notice, disclosure and choice to
users regarding MP's collection, use and disclosure of user information). MP
shall not disclose User Information collected hereunder to any third party in a
manner that identifies AOL Users as end users of an AOL product or service or
use Member Information collected under this Agreement to market another
Interactive Service, and MP shall not sell or share such information with any
third party without the prior written consent of AOL.

14. Excuse. Neither Party shall be liable for, or be considered in breach of
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or default under this Agreement on account of, any delay or failure to perform
as required by this Agreement as a result of any causes or conditions which are
beyond such Party's reasonable control and which such Party is unable to
overcome by the exercise of reasonable diligence.

15. Independent Contractors. The Parties to this Agreement are independent
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contractors. Neither Party is an agent, representative or employee of the other
Party. Neither Party shall have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other Party. This Agreement shall not be interpreted or
construed to create an association, agency, joint venture or partnership between
the Parties or to impose any liability attributable to such a relationship upon
either Party.

16. Notice. Any notice, approval, request, authorization, direction or other
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communication under this Agreement shall be given in writing and shall be deemed
to have been delivered and given for all purposes (i) on the delivery date if
delivered by electronic mail on the AOL Network (to screenname
"XXXXxxxxx@XXX.xxx" in the case of AOL) or by confirmed facsimile; (ii) on the
delivery date if delivered personally to the Party to whom the same is directed;
(iii) one business day after deposit with a commercial overnight carrier, with
written verification of receipt; or (iv) five business days after the mailing
date, whether or not actually received, if sent by U.S. mail, return receipt
requested, postage and charges prepaid, or any other means of rapid mail
delivery for which a receipt is available. In the case of AOL, such notice
shall be provided to both the Senior Vice President for Business Affairs (fax
no. 000-000-0000) and the Deputy General Counsel (fax no. 000-000-0000), each at
the address of AOL set forth in the first paragraph of this Agreement. In the
case of MP, except as otherwise specified herein, the notice address shall be
the address for MP set forth in the first paragraph of this Agreement, with the
other relevant notice information, including the recipient for notice and, as
applicable, such recipient's fax number or AOL e-mail address, to be as
reasonably identified by AOL.

17. Launch Dates. In the event that any terms contained herein relate to or
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depend on the commercial launch date of the Affiliated MP Site contemplated by
this Agreement (the "Launch Date"), then it is the intention of the Parties to
record such Launch Date in a written

EXECUTION VERSION

instrument signed by both Parties promptly following such Launch Date; provided
that, in the absence of such a written instrument, the Launch Date shall be as
reasonably determined by AOL based on the information available to AOL.

18. No Waiver. The failure of either Party to insist upon or enforce strict
---------
performance by the other Party of any provision of this Agreement or to exercise
any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such Party's right to assert or rely upon any
such provision or right in that or any other instance; rather, the same shall be
and remain in full force and effect.

19. Return of Information. Upon the expiration or termination of this
---------------------
Agreement, each Party shall, upon the written request of the other Party, return
or destroy (at the option of the Party receiving the request) all confidential
information, documents, manuals and other materials specified the other Party.

20. Survival. Sections 1.5, 3.1, 3.2, 3.3 and 5.6 of the body of the
--------
Agreement, and Sections 8, 9, 11, 12, 13, 16, 18, 19, 20, 21, 25, 26 and 27 of
this Exhibit, shall survive the completion, expiration, termination or
cancellation of this Agreement (and to the extent set forth therein, only for
the period provided in each such Section).

21. Entire Agreement. This Agreement sets forth the entire agreement and
----------------
supersedes any and all prior agreements of the Parties with respect to the
transactions set forth herein. Neither Party shall be bound by, and each Party
specifically objects to, any term, condition or other provision which is
different from or in addition to the provisions of this Agreement (whether or
not it would materially alter this Agreement) and which is proffered by the
other Party in any correspondence or other document, unless the Party to be
bound thereby specifically agrees to such provision in writing.

22. Amendment. No change, amendment or modification of any provision of this
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Agreement shall be valid unless set forth in a written instrument signed by the
Party subject to enforcement of such amendment, and in the case of AOL, by an
executive of at least the same standing to the executive who signed the
Agreement.

23. Further Assurances. Each Party shall take such action (including, but not
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limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by any other Party for the implementation or continuing
performance of this Agreement.

24. Assignment. MP shall not assign this Agreement or any right, interest or
----------
benefit under this Agreement without the prior written consent of AOL.
Assumption of the Agreement by any successor to MP (including, without
limitation, by way of merger or consolidation) shall be subject to AOL's prior
written approval. Subject to the foregoing, this Agreement shall be fully
binding upon, inure to the benefit of and be enforceable by the Parties hereto
and their respective successors and assigns.

25. Construction; Severability. In the event that any provision of this
--------------------------
Agreement conflicts with the law under which this Agreement is to be construed
or if any such provision is held invalid by a court with jurisdiction over the
Parties to this Agreement, (i) such provision shall be deemed to be restated to
reflect as nearly as possible the original intentions of the Parties in
accordance with applicable law, and (ii) the remaining terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect.

26. Remedies. Except where otherwise specified, the rights and remedies
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granted to a Party under this Agreement are cumulative and in addition to, and
not in lieu of, any other rights or remedies which the Party may possess at law
or in equity; provided that, in connection with any dispute hereunder, MP shall
be not entitled to offset any amounts that it claims to be due and payable from
AOL against amounts otherwise payable by MP to AOL.

27. Applicable Law. Except as otherwise expressly provided herein, this
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Agreement shall be interpreted, construed and enforced in all respects in
accordance with the laws of the Commonwealth of Virginia except for its
conflicts of laws principles.

28. Export Controls. Both Parties shall adhere to all applicable laws,
---------------
regulations and rules relating to the export of technical data and shall not
export or re-export any technical data, any products or services received from
the other Party or the direct product of such technical data to any proscribed
country listed in such applicable laws, regulations and rules unless properly
authorized.

29. Headings. The captions and headings used in this Agreement are inserted
--------
for convenience only and shall not affect the meaning or interpretation of this
Agreement.

30. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed an original and all of which together shall constitute
one and the same document.

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Table of Contents

1.2 Impressions Commitment. During the Initial Term, AOL shall deliver ---------------------- [*] Impressions to MP through the Promotions (the "Impressions Commitment"). AOL shall use commercially reasonable efforts to deliver the Impressions...

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