EXHIBIT 10.11
ADDENDUM TO LYCOS, INC. ADVERTISING CONTRACT
This Addendum to the attached Lycos, Inc. Advertising Contract (the
"Advertising Contract") by and between Lycos, Inc. ("Lycos") and 1-800-US-SEARCH
("Company"), which is incorporated herein by reference, is dated February 11,
1999. The effective date of this Addendum shall be March 1, 1999 (the "Effective
Date") and, except as specifically modified by this Addendum, all terms and
conditions in the Advertising Contract shall remain in full force and effect. To
the extent any provision of this Addendum and the Advertising Contract conflict,
this Addendum shall govern.
A. Payment/Impression Terms
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1. Year 1 payments shall total $[*] for 500,000,000 guaranteed
impressions (which translates into a $[*] CPM). During Year 1, payments shall be
made in the amounts of $[*] for each of March and April, and $[*] for each of
the ten (10) months thereafter. Year 2 payments shall total the actual number of
impressions delivered (to be mutually agreed) multiplied by a $[*] CPM. Payments
shall be due before the end of the month following the month in which the
impressions are delivered (the "Payment Date").
2. In addition to the above, on the date hereof the Company shall provide
Lycos with a check (dated as of the date of the Advertising Contract) in the
amount of $[*] which equals the amount that will become due under existing
contracts between the parties; provided, however, that Lycos shall not be
permitted to present such check for payment or deposit until February 28, 1999.
B. Term/Cancellation/Renewal
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1. The term of the Advertising Contract shall expire on the second
anniversary of the Effective Date. Such term shall non-cancelable by either
party, except under the following circumstances:
a. If Lycos does not receive payment before the close of business on
the applicable Payment Date, Lycos shall notify Company of such
delay and Company shall have five (5) business days to make the
outstanding payment and cure such default (the "Cure Period").
Lycos shall be permitted to terminate the Advertising Contract
immediately upon notice to Company if Lycos does not receive
payment by the expiration of the Cure Period.
b. Lycos shall be permitted to terminate the Advertising Contract
immediately upon 30 days notice to Company if Lycos acquires or
is acquired by an entity that sells public records.
c. Either party shall be permitted to terminate the Advertising
Contract if the parties cannot agree on the impression levels for
Year 2.
[*]=CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
1.
C. Exclusivity
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1. Lycos shall not accept paid advertising for the Xxxxx.xxx, Xxxxxx.xxx,
XxxXxxxx.xxx, Xxxxxxxxx.xxx or XxxxXxxx.xxx sites from any other company whose
primary business and revenue is derived from the sale of public records.
2. Notwithstanding the foregoing, Lycos shall be permitted to accept
advertising from any parent company or conglomerate that sells public records
but whose primary business is not the sale of public records, provided however,
that such companies shall not be permitted to advertise the sale of public
records on the Xxxxx.xxx, Xxxxxx.xxx, XxxXxxxx.xxx, Xxxxxxxxx.xxx or
XxxxXxxx.xxx sites.
3. The provisions of this Section C pertain to paid advertising
placements only, and do not pertain to search results or directory listings for
which Lycos receives no compensation.
D. General
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1. Company shall be offered to opportunity to bid for the right to
provide similar services to other existing and future online properties.
2. The parties shall keep the financial terms of this Addendum
strictly confidential, unless there is written consent by both parties.
LYCOS, INC. 1-800-US-SEARCH
/s/ Xxxxx X. Xxxxxxxx /s/ C. Xxxxxxxx Xxxxxxx, Xx.
------------------------------- -----------------------------------
Duly Authorized Duly Authorized
2.
LYCOS NETWORK ADVERTISING CONTRACT - PAGE 2
TERMS AND CONDITIONS
1. General. A signed contract must be submitted to Lycos five days in advance
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of initial publication date. By submitting advertising for inclusion on a
Lycos site, advertiser/agency agrees to be bound by the terms of this
contract. No conditions other than those set forth herein shall be binding
on Lycos unless specifically agreed to in writing by Lycos. Lycos will not
be bound by conditions printed or appearing on order blanks or copy
instructions submitted by or on behalf of the advertiser/agency. This
contract supersedes all terms and conditions on Lycos' rate cards, and any
previous agreements between Lycos and advertiser/agency.
2. Changes and Cancellations. All artwork must be received at least five days
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in advance of publication date. Cancellations or copy changes will not be
accepted after the published closing date of the update to the Lycos site.
Changes to artwork must be received by Lycos at least five days in advance
of requested change date. Lycos' and banner specifications are accessible
through the URL xxxxxxxxxxx.xxxxx.xxx/xxxxx.xxxx; Lycos reserves the right
to change any of its ad banner specifications at any time. Any
cancellations or change orders must be made in writing and acknowledged by
Lycos. Change orders cannot be submitted any more frequently than once
every fourteen days. This contract may be canceled or changed by Lycos or
advertiser/agency on 30 days written notice to the other party. Lycos may
immediately terminate this contract if any change occurs in any applicable
laws or regulations that would, in Lycos' reasonable opinion, render Lycos'
performance hereunder illegal or otherwise subject to legal challenge.
3. Payment. Unless otherwise agreed in writing, the first month's fees are
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due upon the execution of this contract by the advertiser/agency and,
thereafter, pro rata monthly in advance. If payment is not made timely,
Lycos at its option, may immediately terminate the contract. In addition,
advertiser/agency shall be liable to Lycos for all attorney's fees and
other costs of collection. Interest will accrue on any past due amounts at
the rate of one and one-half (1 1/2%) percent per month, but not in excess
of the lawful maximum. Lycos shall have the right to hold the advertiser
and/or its agency or agent jointly and severally liable for all amounts
due.
4. Frequency and Discounts. If Lycos fails to provide the guaranteed number
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of impressions, Lycos will make good on this contract by providing
advertiser with additional impressions. Lycos will not make good for under-
delivery due to delays caused by advertiser/agency. Advertiser/agency
understands that all frequency discounts are based on the
advertiser's/agency's commitment to fulfilling the frequency indicated in
the contract. If, for any reason, this frequency is not met by the time of
expiration or cancellation of the contract, advertiser/agency agrees to pay
a short rate charge on all ads run. This charge will be equal to the
difference between the rate shown in the contract and the rate earned based
on the applicable rate card for the actual frequency completed.
1.
5. Growth and Renewal. (a) Per Impression Contracts. At the expiration of
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a contract for a guaranteed number of impressions, provided the contract is
for a length of time 180 days or longer, advertiser/agency has the right to
enter into a then-standard Lycos Network Advertising Contract for the same
number of impressions for a second contract period identical in duration to
the first. The purchase price for a second contract period will be
determined by Lycos' then-current rate card. (b) Exclusive Key Word/Phrase
Contracts. The estimated number of impressions and the per impression
charge for a contract for the exclusive right to a key word/phrase will be
determined at the time the contract is signed. Advertiser/agency agrees to
pay, on a per impression basis, for any increase in impressions (calculated
on a monthly basis) up to and including twice the number of impressions
estimated at the time the contract is signed. At the termination of a key
word/phrase contract, provided the contract is for a length of time 180
days or longer, advertiser/agency has the right to enter into a then-
standard Lycos Network Advertising Contract for the same key word/phrase
for a second contract period identical in duration to the first. The
purchase price for the second contract period will be determined by Lycos'
then-current rate card. (c) Notice of Renewal. In order to exercise the
right to enter into a second contract, advertiser/agency must notify Lycos
in writing 30 days before the termination date of this contract that the
advertiser/agency is purchasing the same number of impressions or the same
exclusive keyword/phrase for the second contract period. Failure to give
timely notice will result in forfeiture of the right to renew.
6. Licenses and Indemnification. The advertiser/agency represents that the
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advertiser is the owner or is licensed to use the entire contents and
subject matter contained in its advertising and collateral information,
including, without limitation, (a) the names and/or pictures of persons;
(b) any copyrighted material, trademarks, service marks, logos, and/or
depictions of trademarked or service marked goods or services; and (c) any
testimonials or endorsements contained in any advertisement submitted to
Lycos. In consideration of Lycos' acceptance of such advertisements and
information for publication, the advertiser and agency will jointly and
severally indemnify and hold Lycos harmless against all loss, liability,
damage and expense of any nature (including attorney's fees) arising out of
Lycos' performance under this contract or the copying, printing,
distributing, or publishing of advertiser's/agency's advertisements. If
advertiser possesses any preexisting copyright interests in the
advertisements, advertiser grants Lycos the right to use, reproduce, and
distribute the advertisements.
7. Key Words and Phrases. Each advertiser may be given a "first right" to its
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exact company name and trademarks for keyword/phrase advertising. Lycos
may pre-empt an existing key word/phrase advertiser by submitting a three-
month advertising contract. The existing contract-holder for the key
word/phrase will be provided with a two-week notification of preemption and
will receive a pro-rated refund for any unfulfilled number of guaranteed
impressions. If two or more advertisers have the same name or trademark,
the allocation will be on a first-come basis and the existing contract will
take precedence.
8. Rejections. Lycos reserves the right, without liability, to reject, omit
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or exclude any advertisement or to reject or terminate any links for any
reason at any time, with or
2.
without notice to the advertiser/agency, and whether or not such
advertisement or link was previously acknowledged, accepted, or published.
9. Limitation of Liability. Lycos shall not be liable for any errors in
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content or omissions. Should an error appear in an advertisement, Lycos'
liability will be limited to the cost of the advertisement (prorated for
the publishing completed). Lycos will not be liable for any delays in
delivery and/or non-delivery in the event of an act of God, action by any
government entity, transportation, strike, network difficulties, electronic
malfunction, etc. or any feasibility, reliability, or effectiveness related
to the Lycos site. Lycos does not represent or warrant that the Lycos site
will meet the objectives or needs of advertiser/agency or any third party.
In no event will Lycos be liable for any failure, disruption, downtime,
interruption, miscalculation, delay, inaccuracy, or any other
nonperformance related to the Lycos site. UNDER NO CIRCUMSTANCES WILL LYCOS
BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY
ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF LYCOS HAS BEEN ADVISED
AS TO THE POSSIBILITY OF SUCH DAMAGES.
10. Choice of Law and Forum. This contract shall be interpreted and construed
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in accordance with the laws of the Commonwealth of Massachusetts, without
regard to its conflicts of laws provision, and with the same force and
effect as if fully executed and performed therein. Each party hereby
consents to the personal jurisdiction of the Commonwealth of Massachusetts,
acknowledges that venue is proper in any state or Federal court in the
Commonwealth of Massachusetts, agrees that any action related to this
Agreement must be brought in a state or Federal court in the Commonwealth
of Massachusetts, and waives any objection that may exist, now or in the
future, with respect to any of the foregoing.
11. Credit Cards. In the event that advertiser/agency pays any amounts due
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hereunder with a credit card and the issuer of the credit card fails to pay
the amounts authorized by advertiser/agency, advertiser/agency shall
immediately remit full payment to Lycos plus any interest due on the
outstanding amounts. In addition, if advertiser/agency pays any amounts due
hereunder with a credit card and the issuer of the credit card seeks to
recover from Lycos any amounts received by Lycos from the issuer,
advertiser/agency shall immediately remit to Lycos all amounts necessary to
comply with the issuer's request and any costs and expenses incurred by
Lycos.
12. Miscellaneous. No public statements concerning the existence or terms of
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this contract will be made or released to any medium except with the prior
approval of both parties or as required by law. This contract cannot be
sold, assigned or transferred by advertiser/agency to any party. If any
portion of the contract is found unenforceable for any reason, the
remainder will remain in full force and effect. No waiver by Lycos shall
operate as a waiver of any other provision or any subsequent default. This
document represents the entire agreement of the parties; Lycos will not be
bound by the representations of any agents, brokers, or other third
parties. Any modifications must be in writing and signed by an authorized
representative of Lycos.
3.
The undersigned is legally empowered WITH DUE CORPORATE AUTHORITY to enter into
this Contract and agrees to be bound by the Terms and Conditions of this
contract.
ADVERTISER OR AGENT LYCOS, INC.
Signature: /s/ Xxxxxx Xxxxxx Signature: /s/ Xxxxx X. Xxxxxxxx
------------------------------ --------------------------
Date: 1/29/99 Date: 2/22/99
----------------------------------- -------------------------------
Signature: /s/ C. Xxxxxxxx Xxxxxxx, Xx.
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Date: 2/18/99
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4.
Offices: SEND ALL PAYMENTS TO:
New York (000) 000-0000 Philadelphia (000) 000-0000 Lycos, Inc.
San Francisco (000) 000-0000 Los Angeles (000) 000-0000 XX Xxx 0000
Xxxxxxxxxx (000) 000-0000 Atlanta (000) 000-0000 Xxxxxx, XX 00000-0000
xxx.xxxxx.xxx Waltham (000) 000-0000 New England (000) 000-0000
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xxx.xxxxxx.xxx Williamstown (000) 000-0000 Mountainview (000) 000-0000
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xxx.xxxxxxxx.xxx Chicago (000) 000-0000 Dallas (000) 000-0000
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LYCOS NETWORK ADVERTISING CONTRACT
Advertiser: 1-800-US-SEARCH Technical Contact: Xxxxxxx XxXxxxx
Address1: Telephone: 000-000-0000
Address2: eMail: xxxxxxx@0000xxxxxxxx.xxx
Agent/Agency Reporting Contact: Same
Billing Contact Name: Xxxx Xxxxxxxx Telephone:
Billing Address1: 0000 Xxxxxxxx Xxxx. Xxx. 000 eMail:
Billing Address2: Xxxxxxx Xxxxx, XX 00000 Online Reporting: xxxx://xxxxxxxxxxx.xxxxx.xxx
Telephone Number: 000-000-0000 User Name: ussearch
Fax Number: 000-000-0000 Password (8 chars): search99
Advertiser's URL: xxx.0000xxxxxxxx.xxx
Date
Target/ Keyword -------------- Gross Gross
Keyword Excl. Res ID Description Start End Impressions CPM Cost Net Cost Net CPM
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[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
[*] 3/1/99 2/29/00 [*] [*] [*]
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458,626,402 [*]
(For internal purposes only)
Advertising Contract Split Yes No ADVERTISER/AGENT SIGNATURE___________________________________
Repeat/First time advertiser Repeat First Time LYCOS ACCOUNT MANAGER SIGNATURE______________________________
Technical/Non Technical Tech Non Tech CREDIT CARD NUMBER (AMEX, MC, VISA)_____________XXX.XXXX_______
Keyword/Target/Impr/Comb Key Tg Impr Combo
Domestic/International client Dom Intern
Number of brands represented ______________________________
This advertising contract is subject to the attached Terms and Conditions
[*]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
1.
Offices: SEND ALL PAYMENTS TO:
New York (000) 000-0000 Philadelphia (000) 000-0000 Lycos, Inc.
San Francisco (000) 000-0000 Los Angeles (000) 000-0000 XX Xxx 0000
Xxxxxxxxxx (000) 000-0000 Atlanta (000) 000-0000 Xxxxxx, XX 00000-0000
xxx.xxxxx.xxx Waltham (000) 000-0000 New England (000) 000-0000
-------------------
xxx.xxxxxx.xxx Williamstown (000) 000-0000 Mountainview (000) 000-0000
-------------------
xxx.xxxxxxxx.xxx Chicago (000) 000-0000 Dallas (000) 000-0000
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LYCOS NETWORK ADVERTISING CONTRACT
Advertiser: 1-800-US-SEARCH Technical Contact: Xxxxxxx XxXxxxx
Address1: Telephone: 000-000-0000
Address2: eMail: xxxxxxx@0000xxxxxxxx.xxx
Agent/Agency Reporting Contact: Same
Billing Contact Name: Xxxx Xxxxxxxx Telephone:
Billing Address1: 0000 Xxxxxxxx Xxxx. Xxx. 000 eMail:
Billing Address2: Xxxxxxx Xxxxx, XX 00000 Online Reporting: xxxx://xxxxxxxxxxx.xxxxx.xxx
Telephone Number: 000-000-0000 User Name: ussearch
Fax Number: 000-000-0000 Password (8 chars): search99
Advertiser's URL: xxx.0000xxxxxxxx.xxx
Target/ Keyword Date Gross Gross
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Keyword Excl. Res ID Description Start End Impressions CPM Cost Net Cost Net CPM
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[*] [*] [*] [*] 2/1/99 2/28/99 [*] [*] [*]
[*] [*] [*] [*] 2/1/99 2/28/99 [*] [*] [*]
[*] [*] [*] [*] 2/4/99 2/28/99 [*] [*] [*]
[*] [*] [*] [*] 2/4/99 2/28/99 [*] [*] [*]
[*] [*] [*] [*] 2/4/99 2/28/99 [*] [*] [*]
[*] [*] [*] [*] 2/4/99 2/28/99 [*] [*] [*]
[*] [*] [*] [*] 2/4/99 2/28/99 [*] [*] [*]
[*] [*] [*] [*] 2/4/99 2/28/99 [*] [*] [*]
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[*] [*]
(For internal purposes only)
Advertising Contract Split Yes No ADVERTISER/AGENT SIGNATURE______________________________________
Repeat/First time advertiser Repeat First Time
Technical/Non Technical Tech Non Tech LYCOS ACCOUNT MANAGER SIGNATURE_________________________________
Keyword/Target/Impr/Comb Key Tgt Impr Combo
Domestic/International client Dom Intern CREDIT CARD NUMBER (AMEX, MC, VISA)__________ EXP. DATE_________
Number of brands represented________________
This advertising contract is subject to the attached Terms and Conditions.
[*]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUIRED WITH RESPECT TO THE
OMITTED PORTIONS.
2.
Offices: SEND ALL PAYMENTS TO:
New York (000) 000-0000 Philadelphia (000) 000-0000 Lycos, Inc.
San Francisco (000) 000-0000 Los Angeles (000) 000-0000 XX Xxx 0000
Xxxxxxxxxx (000) 000-0000 Atlanta (000) 000-0000 Xxxxxx, XX 00000-0000
xxx.xxxxx.xxx Waltham (000) 000-0000 England (000) 000-0000
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xxx.xxxxxx.xxx Williamstown (000) 000-0000 Mountainview (000) 000-0000
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xxx.xxxxxxxx.xxx Chicago (000) 000-0000 Dallas (000) 000-0000
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LYCOS NETWORK ADVERTISING CONTRACT - ATTACHMENT
Target/ Keyword Date Gross Gross Discount
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Keyword Excl. Res ID Description Start End Impressions CPM Cost (if applicable) Net Cost Net CPM
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[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
[*] [*] [*] [*] 3/1/99 2/29/00 [*] [*] [*]
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41,373,598 [*]
ADVERTISER/AGENT SIGNATURE /s/ Xxxxxx Xxxxxx
LYCOS ACCOUNT MANAGER SIGNATURE___________________
[*]= CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
3.
