Exhibit 10.2.1 S&P COMSTOCK INFORMATION DISTRIBUTION LICENSE AGREEMENT AGREEMENT, made as of January 13, 2000, by and between S&P ComStock, Inc., a corporation having offices at 600 Mamaroneck Avenue, Harrison, New York 10528, and iWon Inc....

Exhibit 10.2.1

S&P XXXXXXXX INFORMATION DISTRIBUTION
LICENSE AGREEMENT

AGREEMENT, made as of January 13, 2000, by and between S&P XxxXxxxx, Inc.,
a corporation having offices at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000,
and iWon Inc. ("Distributor"), having an office at 0 Xxxxxx Xxxxxx, Xxxxx 00,
Xxxxxxxxx, Xxx Xxxx 00000.

WHEREAS S&P XxxXxxxx, Inc. gathers, formats and distributes an information
service comprised of certain securities and commodities prices and other data
which is known as the S&P XxxXxxxx Service ("XxxXxxxx") and

WHEREAS, S&P XxxXxxxx, Inc. is licensed to distribute information from
various Stock Exchanges, Commodity Exchanges, and other sources (collectively,
"Sources") as part of S&P XxxXxxxx; and

WHEREAS, the parties desire that certain delayed information from S&P
XxxXxxxx ("the XxxXxxxx Information") as specified in Exhibit A (Part I),
attached hereto, be made available to Distributor for display by Distributor on
its Internet World Wide Web site (collectively, the "Distributor Service"), as
described fully in Exhibit 13, attached hereto.

NOW, THEREFORE, the parties mutually agree as follows:

1. Distribution License.

(a) Distributor is hereby granted for the term of this Agreement a
nonexclusive, nontransferable right and license to distribute electronically the
XxxXxxxx Information via the Distributor Service solely for access by Internet
users of the Distributor Service (such users referred to herein as
"Subscribers"), provided that the XxxXxxxx Information is supplied to the
Subscribers by means (such as data encryption, or packet
transmission-digitizing) which prevent unauthorized reception, use or
retransmission and further provided that Distributor has executed in advance any
and all necessary documents with the various Sources, which documents have been
accepted and approved by the Sources. Notice of such Sources' acceptance and
approval must be supplied to S&P XxxXxxxx, Inc. prior to Distributor's use or
distribution of the XxxXxxxx Information.

(b) Distributor agrees and understands that it shall directly provide
the XxxXxxxx Information to Subscribers, except as specifically set forth in
Exhibit B. Distributor also agrees and understands that it is not permitted to
sublicense, transfer, or assign its rights hereunder and that it shall not
permit the redistribution of the XxxXxxxx Information by any Subscriber or by
any other third party without the express prior authorization of S&P XxxXxxxx,
Inc. pursuant to a separate agreement or by mutually agreeable amendment
executed and attached hereto.

(d) Distributor shall be prohibited from: (i) distributing the Xxxxxxxx
information through any joint or co-branded sites, except that Distributor shall
be permitted to distribute

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[*] Indicates that certain information in this exhibit has been omitted and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.

information from multiple content providers on pages of Distributor's site and
(ii) authorizing any third party to link a third party site to the Xxxxxxxx
Information.

2. XxxXxxxx Equipment.

(a) During the term of this Agreement, S&P XxxXxxxx, Inc. shall provide
Distributor the equipment listed in Exhibit C, attached hereto ("the XxxXxxxx
Equipment"), for installation only at the site(s) specified therein. Distributor
shall not relocate the XxxXxxxx Equipment without the written permission of S&P
XxxXxxxx, Inc., which permission shall not be unreasonably withheld or delayed.

(b) S&P XxxXxxxx, Inc. shall, at Distributor's expense and request,
install, furnish, and maintain necessary modems and/or communications interface
equipment.

(c) Distributor shall not attach, or permit or cause to be attached, any
non-XxxXxxxx equipment to the XxxXxxxx communications line or the XxxXxxxx
Equipment without the prior written permission of S&P XxxXxxxx, Inc., which
permission shall not be unreasonably withheld or delayed.

(d) Distributor shall have no right in or to any of the XxxXxxxx
Equipment except for the rights of use herein granted. Distributor shall pay all
extraordinary costs for repair or replacement of the XxxXxxxx Equipment, over
and above ordinary maintenance which shall be performed by S&P XxxXxxxx, Inc.
Such extraordinary maintenance includes electrical work external to the XxxXxxxx
Equipment, maintenance of accessories or attachments, and repair of damage to
the XxxXxxxx Equipment resulting from accident, neglect, misuse, failure of
electrical power or causes other than ordinary use. Distributor shall promptly
return the XxxXxxxx Equipment in good condition, ordinary wear and tear
excepted, upon termination of this Agreement for any reason.

3. XxxXxxxx Information.

(a) The furnishing to Distributor of the XxxXxxxx Information is
conditioned upon strict compliance with the provisions of this Agreement, the
applicable policies of the Sources, and with all local, state and federal
regulations which might pertain to the use of the XxxXxxxx Information. It shall
be the sole responsibility of Distributor to confirm with the applicable Sources
whether or not all of the XxxXxxxx Information may be distributed by Distributor
to its Subscribers. S&P XxxXxxxx, Inc. may discontinue provision of the XxxXxxxx
Information hereunder, (i) without notice, whenever the terms of its agreements
with the Sources require such discontinuance, or (ii) if in its reasonable
judgment S&P XxxXxxxx, Inc. finds a breach by Distributor of any of the
provisions of this Agreement which is not cured by Distributor within five (5)
days of receipt of written notice of such breach from S&P Xxxxxxxx, Inc., unless
the provisions contained in SPC's agreements with its third party information
providers require more immediate termination.

(b) Neither S&P XxxXxxxx, Inc., nor any of its affiliates, nor any
Sources make any express or implied warranties (including, without limitation,
any warranty of merchantability or fitness for a particular purpose or use).
Neither S&P XxxXxxxx, Inc., any of its affiliates, or any

SF1:553522.2

Sources warrant that the XxxXxxxx information will be uninterrupted or
error-free. Distributor expressly agrees that its use and distribution of the
XxxXxxxx Information and its use of the XxxXxxxx Equipment is at the sole risk
of Distributor and its Subscribers. S&P XxxXxxxx, Inc., its affiliates, and all
Sources involved in creating or providing the XxxXxxxx Information will in no
way be liable to Distributor or any of its Subscribers for any inaccuracies,
errors or omissions, regardless of cause, in the XxxXxxxx Information or for any
defects or failures in the XxxXxxxx Equipment, or for any damages (whether
direct or indirect, or consequential, punitive or exemplary) resulting
therefrom. The liability of S&P XxxXxxxx, Inc. and its affiliates in any and all
categories, whether arising from contract, warranty, negligence, or otherwise
shall, in the aggregate, in no event exceed one month's XxxXxxxx Information
Delivery Fee.

(c) Distributor agrees that it shall not display the XxxXxxxx
Information in the Distributor Service without a prominent notice indicating
that the XxxXxxxx Information is being displayed on a minimum fifteen (15)
minute delayed basis.

(d) Distributor also agrees to include S&P Xxxxxxxx'x Terms and
Condition of Use, a copy of which is attached hereto as Exhibit E, within the
Distributor Service in a manner which alerts Subscribers of the applicability
thereof.

(e) Distributor shall clearly and prominently identify S&P XxxXxxxx as
the source of the XxxXxxxx information by display of the S&P XxxXxxxx logo (the
"Logo") in a manner to be agreed to by the parties. Distributor shall also
create a hypertext or other computer link from the Logo to the S&P XxxXxxxx site
on the World Wide Web.

(f) Distributor represents and warrants that it has and will employ
adequate security procedures to prevent the unauthorized access to the XxxXxxxx
Information or corruption of the XxxXxxxx Information.

(g) Distributor agrees to indemnify and hold S&P XxxXxxxx, Inc. and its
affiliates harmless from and against any and all losses, damages, liabilities,
costs, charges and expenses, including reasonable attorneys fees, arising out
of: (i) any liability of S&P XxxXxxxx, Inc. to any Subscriber where Distributor
has failed to include the Terms and Conditions of Use in the Distributor Service
pursuant to Section 3(d) above; or (ii) any breach or alleged breach on the part
of Distributor or any Subscribers with respect to its/their obligations to
obtain prior approvals from appropriate Sources and to comply with any
applicable conditions, restrictions or limitations imposed by any Source.

(h) S&P XxxXxxxx, Inc. represents that it (i) has the rights and
licenses necessary to transmit the XxxXxxxx Information to Distributor, and (ii)
that to the best of S&P XxxXxxxx, Inc.'s knowledge, the license granted to
Distributor hereunder, including Xxxxxxxx Information, Xxxxxxxx Equipment and
all software or hardware related thereto, if supplied by S&P Xxxxxxxx, Inc.,
shall not infringe any U.S. patent, trademark, copyright or other intellectual
property, proprietary or third party right; and (iii) that the Xxxxxxxx
Equipment, the Xxxxxxxx Information and any software or hardware, supplied by
S&P Xxxxxxxx, Inc., related thereto do not and will not contain any viruses and
time bombs.

SF1:553522.2

(i) S&P XxxXxxxx, Inc. shall deliver the XxxXxxxx Information to
Distributor at the site(s) set forth in Exhibit C or at such other
locations as Distributor may designate within the continental United
States or Canada.

4. Payments.

In consideration for the license granted to Distributor by S&P XxxXxxxx,
Inc. under this Agreement, Distributor shall make the following payments to S&P
XxxXxxxx, Inc.:

(a) Distributor shall pay to S&P XxxXxxxx, Inc. a Monthly Base Fee of
$[*], as set forth in Exhibit D attached hereto. Such fees shall include all
recurring charges for XxxXxxxx network connection, modem/line interface
equipment, and standard equipment maintenance services as determined by S&P
XxxXxxxx, Inc.'s standard price list. These charges, plus any applicable Source
fees and state/local taxes, will be billed monthly in advance. Non-recurring
charges such as installation, relocation and removals of XxxXxxxx Equipment will
be separately billed in accordance with S&P XxxXxxxx, Inc.'s then-current
standard rates.

(b) Distributor shall pay to S&P XxxXxxxx, Inc. a Monthly Redistribution
Fee, the total of which will be the amount as calculated using the Schedule of
Fees attached hereto as Exhibit D. The Subscriber Fees will be due and payable
on the fifteenth (15th) day of each month and shall be based upon the number of
monthly page views [*] as set forth in Exhibit D. Together with the Monthly
Redistribution Fee payment, Distributor shall provide to S&P XxxXxxxx, Inc. on a
monthly basis a list identifying the number of monthly page views [*] as set
forth in Exhibit D. S&P XxxXxxxx, Inc. shall keep such list confidential.

(c) Distributor shall be responsible for the payment of any and all
applicable fees billed to S&P XxxXxxxx, Inc. or directly to Distributor by
Sources, which fees result from Distributor's use and distribution of the
XxxXxxxx Information. Distributor shall also be responsible for payment of any
Subscriber's Source fees which must be paid directly by Distributor to the
Sources. Distributor shall provide to S&P XxxXxxxx, Inc. a copy of its monthly
Source fee reports when and as filed with the Sources.

(d) Any amounts payable to S&P XxxXxxxx, Inc. by Distributor hereunder
which are more than thirty (30) days past due shall bear interest at the rate of
1-1/2% per month.

(e) S&P XxxXxxxx, Inc. may, in its sole discretion and at any time
following the initial term of this Agreement, change the per-Subscriber fee
payment schedule and/or the XxxXxxxx Information Delivery Fee as specified
herein after having provided written notice to Distributor at least ninety (90)
days in advance of such changes.

(f) S&P XxxXxxxx, Inc. may audit Distributor's records for the sole
purpose of verifying the accuracy of Distributor's reported Monthly
Redistribution Fee payments as set forth in Paragraph 4(b), above. S&P shall be
entitled to exercise such audit right no more than once per calendar year unless
such audit reveals a shortfall in excess of [*] percent ([*]%) of the true
amount payable in which case a further audit in the same calendar year is
permitted. Distributor will make such records readily available to S&P XxxXxxxx,
Inc. for inspection during normal working hours on one week's notice. S&P
XxxXxxxx, Inc. agrees that

SF1:553522.2

Distributor's records will be treated as confidential and will not be used for
any purpose other than verifying Distributor's compliance with this Agreement.
Any such audit shall be at S&P XxxXxxxx, Inc.'s expense unless it is determined
that S&P XxxXxxxx, Inc. has been underpaid by an amount exceeding [*] percent
([*]%) of the revenues actually received by S&P XxxXxxxx, Inc. in the period
covered by the audit; in such case, the expense of the audit shall be borne by
Distributor.

(g) Each month, Distributor shall furnish S&P XxxXxxxx with information
regarding the number of monthly page views [*] for the previous month and such
other additional information regarding use of the XxxXxxxx information as the
parties mutually agree.

5. Information Enhancements; Changes to Data Specification.

(a) Any additions of new Sources or other enhancements to the XxxXxxxx
Information which may be made by S&P XxxXxxxx, Inc. during the term of this
Agreement, while unidentified at this time, will be offered to Distributor under
terms and conditions to be negotiated, provided that (i) S&P XxxXxxxx, Inc. has
the necessary rights to convey such new information to Distributor for
redistribution; and (ii) Distributor and S&P XxxXxxxx, Inc. execute a separate
agreement or an amendment to this Agreement.

(b) S&P XxxXxxxx, Inc. shall have the right, on at least six (6) months
prior written notice, to change the XxxXxxxx Data Format Specification, provided
that any such change shall be made effective generally by S&P XxxXxxxx, Inc. to
its customers. Distributor shall be responsible at its own expense for making
any modifications to its software necessitated by such change; provided that S&P
Xxxxxxxx shall be responsible at its own expense for making any modifications to
the XxxXxxxx Information.

6. Term.

(a) This Agreement shall take effect upon its execution by an authorized
representative of S&P XxxXxxxx, Inc. and of Distributor.

(b) The term of this Agreement shall be for an initial term of three (3)
years commencing on the first day of service operation and shall automatically
renew at the end of each term for successive terms, each of the same duration as
the initial term, unless it is terminated effective at the end of any term with
written notice by either party given to the other at least ninety (90) days
prior to the end of the then current term. If S&P XxxXxxxx, Inc. increases
charges to Distributor pursuant to Paragraph 4(f), above, Distributor shall have
the option to terminate this Agreement by written notice to S&P XxxXxxxx, Inc.
within sixty (60) days of Distributor's receipt of notice of such increases;
such termination will become effective no sooner than thirty (30) days from the
last day of the month in which notice of termination by Distribute is received
by S&P XxxXxxxx, Inc.

7. Marketing.

Distributor may not use the names "XxxXxxxx, "SPC" or "S&P XxxXxxxx,
Inc.," which are proprietary to S&P XxxXxxxx, Inc., or refer to the XxxXxxxx
Information in marketing or

SF1:553522.2

advertising materials without the prior written consent of S&P XxxXxxxx, Inc.,
such consent not to be unreasonably withheld or delayed. Upon S&P XxxXxxxx,
Inc.'s written request, Distributor shall notify Subscribers by a display in the
service itself that S&P XxxXxxxx is the source of the quote information and any
sales literature discussing XxxXxxxx provided quotes shall list S&P XxxXxxxx as
the provider of the service.

8. Rights to Data Specification; Other Confidential Information.

(a) Distributor agrees and acknowledges that the Data Specification is a
confidential and proprietary trade secret belonging to XxxXxxxx, and nothing in
this Agreement conveys any proprietary rights whatsoever with regard to the Data
Specification to Distributor. The Data Specification is provided to the
Distributor strictly and solely for the purpose of developing internal computer
software to receive the XxxXxxxx Information. Distributor may not use the Data
Specification for any other purpose whatsoever, including, but not limited to,
the development of systems for the receipt or transmission of computer data.
Distributor may not give, transmit, or provide access to the XxxXxxxx Data
Specification to any Subscriber or other third party. On any termination of this
Agreement, regardless of cause, Distributor shall promptly return the Data
Specification to S&P XxxXxxxx, Inc. and shall provide a written certification by
an officer that no copies have been retained by Distributor.

(b) In addition to the duties imposed on Distributor pursuant to
Paragraph 8(a), above, S&P XxxXxxxx, Inc. and Distributor agree to hold
confidential any and all of each other's trade secrets, procedures, formulae,
financial data, Subscriber lists, and future plans, which may be learned before
and during the term of this Agreement. Notwithstanding the foregoing, however,
such duty of confidentiality shall not extend to information which is or comes
into the public domain, is rightfully obtained from third parties not under a
duty of confidentiality, or which is independently developed without reference
to the other party's confidential information.

9. Prevention of Performance.

Neither party shall be liable for any failure in performance of this
Agreement if such failure is caused by acts of God, war, governmental decree,
power failure, judgment or order, strike, or other circumstances, whether or not
similar to the foregoing, beyond the reasonable control of the party so
affected. Neither party shall have any liability for any default resulting from
force majeure, which shall be deemed to include any circumstances beyond its
control. Such circumstances shall include, but are not limited to acts of the
government, fires, flood, strikes, power failures or communications line or
network failures.

10. Right of Termination in the Event of Breach or Bankruptcy; Right to
Injunctive Relief.

(a) Either party shall have the right to terminate this Agreement for
material breach by the other party by giving thirty (30) days prior written
notice, such termination to take effect unless the breach is cured or corrected
within such notice period.

SF1:553522.2

(b) If a receiver is appointed for either party's business or if either
party petitions under the Bankruptcy Act and is adjudicated a bankrupt, declared
an insolvent, or makes an assignment for the benefit of creditors, then the
other party shall, upon thirty (30) days prior written notice, have the right to
terminate this Agreement.

(c) Upon termination of this Agreement for any reason, Distributor shall
cease all use and distribution of any of the XxxXxxxx Information.

(d) In addition to and notwithstanding the above, if Distributor, or any
of its employees, agents or representatives, shall attempt to use or dispose of
the XxxXxxxx Information or the Data Specification in a manner contrary to the
terms of this Agreement, S&P XxxXxxxx, Inc. shall have the right, in addition to
such other remedies as may be available to it, to injunctive relief enjoining
such acts or attempt, it being acknowledged that legal remedies are inadequate.

(e) If the ownership or management of Distributor at any time shall pass
out of the majority control of its current owners or management by sale of stock
or assets, merger or otherwise (other than by sale of stock to the general
public or to the employees of Distributor), Distributor shall give S&P XxxXxxxx,
Inc. written notice not fewer than thirty (30) days prior to the effective date
of any change of control. S&P XxxXxxxx, Inc. shall have the right to terminate
this Agreement on the last day of the month of the effective date of such change
of control in the event that control is being transferred either to: (i) an
entity viewed by S&P XxxXxxxx, Inc. to be a competitor of S&P XxxXxxxx, Inc.; or
(ii) an entity whose financial condition or reputation, in S&P XxxXxxxx, Inc.'s
reasonable judgment, presents a substantial risk either to S&P XxxXxxxx, Inc.'s
ability to collect payment hereunder or to S&P XxxXxxxx, Inc.'s reputation. If
S&P XxxXxxxx, Inc. does not elect to terminate this Agreement, the new owners or
management of Distributor shall assume this Agreement and shall carry out all of
its terms and provisions.

11. Assignment.

This Agreement may not be assigned, sublicensed or otherwise transferred
by either party without the written consent, except to a wholly owned
subsidiary, of the other party, such consent not to be unreasonably withheld,
provided, however, that no such consent shall be required with respect to any
assignment by S&P XxxXxxxx, Inc. to its parent company, or to any S&P XxxXxxxx,
Inc. affiliate. Any attempted transfer or assignment of this Agreement in
violation of this provision shall be null and void.

12. Entire Agreement.

This Agreement and its Exhibits embodies the entire agreement between the
parties hereto. There are no representations, conditions or terms other than
those herein contained. No modification, change or alteration of this Agreement
shall be effective unless in writing and signed by the parties hereto.

SF1:553522.2

13. Non-Waiver.

The failure of either party to exercise any of its rights under this
Agreement for a breach thereof shall not be deemed to be a waiver of such rights
nor shall the same be deemed to be a waiver of any subsequent breach.

14. Notices.

All notices under this Agreement shall be given in writing to the parties
as follows:

To: S&P XxxXxxxx, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000

Attn.: Xx. Xxxx Xxxxxx

To: Iwon, Inc.
0 Xxxxxx Xxxxxx -- Xxxxx 00
Xxxxxxxxx, Xxx Xxxx 00000

Attn: Mr. Xxxx Xxxxx

15. Governing Law.

This Agreement shall be governed by the laws of the State of New York and
the parties agree to select New York jurisdiction for any claims or disputes
which may arise hereunder.

IN WITNESS WHEREOF, Distributor and S&P XxxXxxxx, Inc. have caused this
Agreement to be executed by their duly authorized respective officers, as of the
day and year above written.

S&P XXXXXXXX, INC.

By: /s/ Xxxx Xxxxxx

Title: Vice President

Date: 1/13/00

DISTRIBUTOR

By: /s/ Xxxx Xxxxx

Title: GC

Date: 1/11/00

SF1:553522.2

EXHIBITS

X. XXXXXXXX INFORMATION DEFINITION; AUTHORIZED COUNTRIES

B. DESCRIPTION OF DISTRIBUTOR SERVICE

C. LISTING OF XXXXXXXX EQUIPMENT; DISTRIBUTOR DELIVERY SITES

D. SCHEDULES OF SUBSCRIBER FEES

F. TERMS AND CONDITIONS OF USE

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EXHIBIT A

PART I: DELAYED INFORMATION DEFINITION

STOCKS:

NYSE
NYSE Corporate Bonds
AMEX, Boston, Philadelphia, Cincinnati, Midwest, Pacific Stock Exchanges
and Instinet, NASD
NASDAQ Over-the-Counter
NASDAQ National Market System
U.S. Mutual Funds

PART II: AUTHORIZED GEOGRAPHICAL AREA

Distribution of the XxxXxxxx Information may only be made by Distributor to
Subscribers of the xxxx.xxx web site.

SF1:553522.2 Exhibit A

EXHIBIT B

DESCRIPTION OF DISTRIBUTOR SERVICE

PLEASE PROVIDE BRIEF DESCRIPTION OF SERVICE.

xXxx.xxx is a CBS-backed destination portal combining world class search,
content and functionality with the Internet's largest guaranteed cash giveaway.
xXxx.xxx is giving away, to its users, $10,000 every day, $1 million every month
and $10 million on Tax Day. Users collect entries into the Daily, Monthly and
Tax Day giveaways for practically everything they do on site - from searching
the Web and reading the news to checking their emails and tracking their stocks.

xXxx.xxx will use S&P data to provide our users with delayed quotes in our
iWon Money section. These quotes will be available both by single symbol and
through a summarized portfolio view that includes multiple company symbols.

SF1:553522.2 Exhibit B

EXHIBIT C

DESCRIPTION OF XXXXXXXX EQUIPMENT

Licensee will use the XxxXxxxx Digital Data feed from equipment to be
provided at the Licensee's site. The feed will be distributed through a client
site processor into the head end service of the Licensee. The Xxxxxxxx C.S.P. is
fed with data via a high speed phone circuit.

Licensee location is registered at:

0 Xxxxxx Xxxxxx - Xxxxx 00
Xxxxxxxxx, XX 00000

SF1:553522.2 Exhibit C

EXHIBIT D

SCHEDULE OF FEES

MONTHLY BASE FEES

Data Feed - Site Fee $ [*]

- includes communication equipment, and up to two client site processors (CSP's)

Communications

- includes the maintenance of a high speed phone circuit $ [*]

- an ISDN dial backup line. $ [*]

MONTHLY REDISTRIBUTION FEES

Domestic access to delayed Stocks, Mutual Funds, and Indices

Page Views [*] Fees

[*] $ [*]

Domestic access to basic Fundamental Data $ [*]

ONE-TIME FEES

Installation- per Standard & Poor's XxxXxxxx'x site

- Includes installation of phone circuit $ [*]

- Client Site Processor connections, and dial back-up hardware $ [*]

- Equipment deposit (Fully refundable) $ [*]

- Shipping $ [*]

SF1:553522.2 Exhibit D

EXHIBIT E

TERMS AND CONDITIONS OF USE OF XXXXXXXX INFORMATION

All information provided by S&P XxxXxxxx, Inc. ("XxxXxxxx") and its
affiliates (the "XxxXxxxx Information") on the xxxx.xxx World Wide Web site is
owned by or licensed to XxxXxxxx and its affiliates and any user is permitted to
store, manipulate, analyze, reformat, print and display the XxxXxxxx Information
only for such user's personal use. In no event shall any user publish,
retransmit, redistribute or otherwise reproduce any XxxXxxxx Information in any
format to anyone, and no user shall use any XxxXxxxx Information in or in
connection with any business or commercial enterprise, including, without
limitation, any securities, investment, accounting, banking, legal or media
business or enterprise.

Prior to the execution of a security trade based upon the XxxXxxxx
Information, you are advised to consult with your broker or other financial
representative to verify pricing information.

Neither XxxXxxxx nor its affiliates make any express or implied warranties
(including, without limitation, any warranty or merchantability or fitness for a
particular purpose or use) regarding the XxxXxxxx Information. The XxxXxxxx
Information is provided to the users "as is." Neither XxxXxxxx nor its
affiliates will be liable to any user or anyone else for any interruption,
inaccuracy, error or omission, regardless of cause, in the XxxXxxxx Information
or for any damages (whether direct or indirect, consequential, punitive or
exemplary) resulting therefrom.

SF1:553522.2 Exhibit E

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Exhibit 10.2.1 S&P COMSTOCK INFORMATION DISTRIBUTION LICENSE AGREEMENT AGREEMENT, made as of January 13, 2000, by and between S&P ComStock, Inc., a corporation having offices at 600 Mamaroneck Avenue, Harrison, New York 10528, and iWon Inc....

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