CONFIDENTIAL INTERACTIVE MARKETING AGREEMENT

EXHIBIT 10.16

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,

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

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.
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

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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 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.

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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 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

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EXECUTION VERSION

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 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

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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 [*].

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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.

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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 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

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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 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.

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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 Title: Chief Financial Officer
Affairs

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EXHIBIT A

PLACEMENT/PROMOTION

I. CARRIAGE PLAN

FLIGHTS YEAR 1
-------------------- -------------------------
AOL SERVICE 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
====================================================================================================
Subtotal [*]
Total Year 1 [*] $[*]
Total Year 2 [*] $[*]
Plan Total [*] $[*]
====================================================================================================

CONFIDENTIAL

EXECUTION VERSION

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 [*] [*]

*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.

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EXECUTION VERSION

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.

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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

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EXECUTION VERSION

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.

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

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EXECUTION VERSION

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.

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.

CONFIDENTIAL

EXECUTION VERSION

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.

CONFIDENTIAL

EXECUTION VERSION

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
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.

CONFIDENTIAL

EXECUTION VERSION

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).

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.

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EXECUTION VERSION

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.

--------
(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.

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EXECUTION VERSION

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

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,

CONFIDENTIAL

EXECUTION VERSION

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.

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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 third-party) shall be accompanied by an equally
prominent listing of the "keyword" term on AOL for the Affiliated MP
Site.

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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.

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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.

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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.

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EXECUTION VERSION

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.

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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.

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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.

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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 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

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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

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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."

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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.

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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 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

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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

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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.

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.

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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.

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EXECUTION VERSION

14. Excuse. Neither Party shall be liable for, or be considered in breach of
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
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
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
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 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

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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
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 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
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.

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27. Applicable Law. Except as otherwise expressly provided herein, this
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
which shall be deemed an original and all of which together shall constitute one
and the same document.

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CONFIDENTIAL INTERACTIVE MARKETING AGREEMENT

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