0000950153-05-000299 Sample Contracts

To the Stockholders of Tickets.com, Inc.:
Tickets Com Inc • February 17th, 2005 • Services-amusement & recreation services
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Agreement For Use And Nondisclosure
Tickets Com Inc • February 17th, 2005 • Services-amusement & recreation services • California

This Agreement For Use And Nondisclosure of Confidential Information (“Agreement”) by and between Tickets.com, Inc. (“TXX”), a Delaware corporation, having its principal place of business at 555 Anton Blvd., Costa Mesa, California 92626 and MLB Advanced Media, L.P. (“MLBAM”), having an office at 75 Ninth Avenue New York, New York 10011, is to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed or made available to each other for the limited purpose of exploring and evaluating a possible business relationship concerning a strategic transaction between the parties (the “Transaction”).

TO AGREEMENT FOR USE AND NONDISCLOSURE OF CONFIDENTIAL INFORMATION
Confidential Information • February 17th, 2005 • Tickets Com Inc • Services-amusement & recreation services

The undersigned, Tickets.com, Inc. and MLB Advanced Media, L.P., having heretofore entered into that certain Agreement for Use and Nondisclosure of Confidential Information dated on or about June 18, 2004 (the “Agreement”), do desire to amend such Agreement, and, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby do amend, such Agreement, as follows:

CHANGE IN CONTROL BONUS ESCROW AGREEMENT
Change in Control Bonus Escrow Agreement • February 17th, 2005 • Tickets Com Inc • Services-amusement & recreation services • Wisconsin

THIS CHANGE IN CONTROL BONUS ESCROW AGREEMENT (this “Agreement”) is made and effective as of February 14, 2005, by and among MLB Advanced Media, L.P., a Delaware limited partnership (“MLBAM”), U.S. Bank, N.A., as escrow agent (“Escrow Agent”), and each of the parties listed in Schedule I attached hereto (the “Beneficiaries”).

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