Co-Branding and License Agreement - ZDNet Inc. and Techies.com Inc.


                         CO-BRANDING AND LICENSE AGREEMENT

       This Agreement, dated as of September 7, 1999 is between ZDNet, a 
division of ZD Inc., a Delaware corporation, with a business address at 650 
Townsend Street, San Francisco, California  94103 ("ZDNet"), and techies.com 
inc., a Minnesota corporation, with a principal place of business at 7101 
Metro Boulevard, Edina, Minnesota 55439 ("Company"). 

       WHEREAS Company is the owner of the Web site at URL www.techies.com 
(the "Techies Site") which is designed to assist technology professionals 
with career management and to assist companies in recruiting technology 
professionals by matching corporate needs with available technology 
professional personnel;

       WHEREAS ZDNet operates an Internet site that provides information and 
services related to computers and technology (the "ZDNet Site").  The "ZDNet 
Site" shall mean the web site owned and operated by ZDNet aimed at users 
within the U.S. which is currently located at www.zdnet.com, excluding the 
following areas of the site: ZDTV, Gamespot, Videogames.com, the Mac Channel, 
all foreign editions of the ZDNet Site, and ZDU; and

       WHEREAS Company and ZDNet each desire to create, develop and operate a 
co-branded area on the ZDNet Site (the "Co-branded Site") and to establish 
links from the ZDNet Site to the Co-branded Site for promotional purposes.

       NOW, THEREFORE, ZDNet and Company hereby agree as follows:

       1.     CO-BRANDED SITE. 

              (a)    LAUNCH.  The parties shall use best efforts to create, 
develop and launch the Co-Branded Site on or before October 15, 1999.  The 
parties shall cooperate in good faith during a mutually agreed testing and 
beta period prior to launch to ensure the viability of the Co-branded Site.

              (b)    CONTENT.  The Co-branded Site will include a tech career 
development center with the following functions and features:  job listing 
search (company not identified), career management resource content, 
registration and Company authored related articles reasonably approved by 
ZDNet (the "Techies Content"), and such content and services relating to 
career development that are available on the ZDNet Site and other ZDNet 
authored content (the "ZDNet Content") as the parties shall mutually agree.  
ZDNet shall deliver the ZDNet Content to the Co-branded Site via FTP feed or 
other mutually acceptable method.  Other than the Techies Content and ZDNet 
Content, no other content shall be included in the Co-branded Site unless 
both parties mutually agree to include such content.




              (c)    URL.  The Co-branded Site will have two URLs: (i)
techies.zdnet.com and (ii) zdnet.techies.com.  A user will be able to navigate
back and forth between the two URLs as necessary.  Exhibit A more fully sets
forth the features and functions by URL.

              (d)    ADDITIONAL PRODUCTS AND SERVICES. If during the Term of 
this Agreement, Company offers or links to new services and products on the 
Techies Site, other than the Techies Content described in Section 1(c), 
Company may make such products and services available to the Co-branded Site; 
provided, that such new products and services shall not be included in the 
Co-branded Site without the consent of ZDNet and the inclusion of such 
products and services on the Co-branded Site shall be upon financial terms to 
be negotiated in good faith and agreed by the parties hereto.  If Company 
does not make such products and services available on the Co-branded Site, 
such products and services shall not be promoted on the Co-branded Site, nor 
shall the Co-branded Site provide a link to any pages of the Techies Site 
that contain such products and services.  Any such products and services 
included on the Co-branded Site in accordance with this Section 1(d) shall be 
considered to be included in the definition of Techies Content.

              (e)    BRANDING.  The Co-branded Site will feature both the 
ZDNet Marks and Company Marks (as such terms are hereinafter defined); 
provided, however that the pages within the URL zdnet.techies.com will not 
include the ZDNet Marks except for the pages that provide for the 
registration to ZDNet. The ZDNet Marks and Company Marks shall appear in 
substantially equal size and placed in appropriate positions of substantially 
similar prominence on the Co-branded Site, as mutually agreed by the parties. 
All use of the ZDNet Marks and Company Marks on the Co-branded Site shall be 
in accordance with Section 10 herein.  ZDNet shall create front-end 
specifications and design the user interface (including content such as 
graphics and text) for the Co-branded Site in consultation with Company and 
consistent with user interface designs based on back-end specifications of 
the Techies Site.  ZDNet will also develop all graphics for the interface.  
The Co-branded Site shall have a "look and feel" substantially similar to the 
ZDNet Site so that it looks and feels like an integrated part of the ZDNet 
Site.  The design, text and graphics of the Co-branded Site created by ZDNet 
shall be subject to the Company's approval, which shall not be unreasonably 
withheld or delayed, and in any event, Company shall provide approval or 
rejection of the design, text and graphics within five (5) business days of 
Company's receipt of such materials from ZDNet.  If Company does not deliver 
consent or rejection to such materials within such five (5) day period, 
Company shall be deemed to have approved such design, text and graphics. The 
design layout of the Co-branded Site shall be substantially in the form 
attached as Exhibit B which if not attached at execution of the Agreement 
shall be provided by ZDNet within ten (10) business days of the effective 
date of the Agreement.  Each party will designate a contact to whom questions 
about the production of the Co-branded Site shall be directed.

       2.     PROMOTIONAL OPPORTUNITIES.  ZDNet will provide promotional 
opportunities within certain areas of the ZDNet Site linking to the 
Co-branded Site in accordance with the Promotion Plan attached hereto as 
Exhibit C.  ZDNet shall be responsible for developing in consultation with 
the Company, all promotions and links from the ZDNet Site to the Co-branded 
Site, including design and development of creative elements and software 
implementation of links.  Company and ZDNet shall jointly review the 
Promotion Plan and ZDNet's performance thereunder, at least quarterly during 
the Term of this Agreement. [****]

[****] Confidential treatment has been requested for this portion pursuant to
Rule 406 promulgated under the Securities Act of 1933, as amended.


                                       2


[****] ZDNet shall perform a custom survey of the ZDNet Site users meeting 
Company's requirements set out in Exhibit D two (2) times per year.  Survey 
results will be provided to Company in tabulated and raw data form.  All 
advertisements and promotions provided pursuant to this Agreement, shall also 
be subject to ZDNet's General Terms and Conditions as set forth on ZDNet's 
then current rate card which may be amended from time to time at ZDNet's 
discretion; provided, that to the extent there is any inconsistency in the 
terms of such rate card and this Agreement, the terms of this Agreement shall 
control.  ZDNet's current Terms and Conditions are attached as Exhibit E and 
the current rate card can be reviewed at 
http://www.zdnet.com/adverts/adinfo/advertzd/ratecard.htm.  ZDNet reserves 
the right to redesign or modify the organization, structure, "look and feel," 
navigation and other elements of the ZDNet Site, including without 
limitation, by adding or deleting channels, subchannels and/or screens.  If 
ZDNet eliminates or modifies an area of the ZDNet Site in a manner that 
modifies the nature of the promotions required under this Section 2 and 
Exhibit C in a material adverse fashion, ZDNet will provide the Co-Branded 
Site with comparable promotions reasonably satisfactory to Company and, if 
requested by Company, shall meet with Company to discuss such modifications, 
and such modifications to the promotions shall be made within a commercially 
reasonable time frame.  No such change shall be made without prior notice to 
Company.  Additionally, the parties will work together to conform the 
Co-branded Site to the new "look and feel" of the ZDNet Site within a 
commercially reasonable time frame.

       3.     EXCLUSIVITY; NONCOMPETITION; THIRD PARTY CONTENT ON THE TECHIES
SITE.  

              (a)    EXCLUSIVITY.  

              (i)    During the Term of this Agreement, Company will be the 
exclusive integrated, co-branded provider of technology job listings on the 
ZDNet Site.  ZDNet shall not provide any promotional opportunities or 
advertising on the Co-branded Site or within careers-oriented newsletter 
described in Exhibit C for any third parties who provide job listings. 
Advertising or promotional opportunities for other parts of the ZDNet Site 
for job listing providers will be limited to standard advertising units such 
as banner ads, sponsored text links and standard rotating buttons.  [****] 
Notwithstanding anything set forth in this Section 3(a)(i), ZDNet shall not 
place a link to a Web site providing technology job listings within the home 
page channel navigation of the ZDNet Site.

[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.


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              (ii)   For the period commencing upon execution of the 
Agreement until December 31, 1999, Company shall not enter into any agreement 
with [****].

              (b)    [****]

              (c)    THIRD PARTY CONTENT ON THE TECHIES SITE.  If Company
includes any Content (as hereinafter defined) on the Techies Site, [****].  For
purposes of this Section 3(c), "Content" shall mean editorial content and
reviews, relating to information technology, including but not limited to
computer hardware and software, the Internet and related technology [****].

              (d)    ZDNET SPONSORSHIP ON THE TECHIES SITE. ZDNet shall 
receive a sponsorship promotion box (the "Sponsorship MacroButton") [****]. 
The design parameters are outlined in Exhibit 1: Sponsorship MacroButton 
[****].

       4.     OPERATIONS. 

              (a)    OPERATING AND SERVING.  Company shall host and serve the 
Co-branded Site, including the features described in Section 1.  Company 
shall deliver the following features to be used on the Co-branded Site: (a) 
the same registration tool used for the Techies Site; provided, that the 
registration form shall include such additional information, if any, as is 
required to register on the ZDNet Site and users of the Co-branded Site will 
be automatically registered as ZDNet members unless they choose to opt out, 
and the parties shall mutually agree to the form and content of the 
registration interface, so that each party is able to obtain their respective 
registration information therefrom; (b) advertising delivery features and (c) 
additional features as mutually agreed by the parties.  Company shall operate 
and serve the Co-branded Site in a manner consistent with the present quality 
standards maintained on the Techies Site and which meets response performance 
standards for Co-branded Site users set out in Exhibit F.  Company shall be 
responsible for all system operation software costs, hardware costs and 
network costs incurred in connection with hosting the Co-branded Site.  
Company shall be responsible for quality assurance of the Co-branded Site and 
its performance; provided that Company shall not be responsible for 
performance relating to the undertakings or obligations of ZDNet.  ZDNet 
shall be responsible for all system operation software costs, hardware costs, 
and network costs incurred in connection with delivering the ZDNet Content 
and advertising to the Co-branded Site.

[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.

                                       4


              (b)    MAINTENANCE AND TECHNICAL SUPPORT. Company and ZDNet 
shall each maintain the portions of the design, content, and software 
developed for the Co-branded Site for which each party is responsible.  
Company shall incorporate all bug fixes and upgrades into the production 
version of the Co-branded Site and will consider all product changes and 
enhancements reasonably requested by ZDNet on an ongoing basis during the 
Term of this Agreement, and shall make any product changes or enhancements 
that are reasonably necessary to maintain the Co-branded Site at the 
standards set forth in Section 4(a).  All product upgrades shall be 
implemented by Company, and Company shall maintain the hardware and bandwidth 
upgrades reasonably needed to maintain services and products with performance 
and reliability standards comparable to the Techies Site and the ZDNet Site. 
Each party agrees to consult with the other party regarding technical issues 
and each party shall designate a technical person as the contact person for 
such consultation. Such technical person shall be contacted at least three 
(3) working days prior to scheduled outages and immediately in case of 
unscheduled outages

              (c)    CUSTOMER SUPPORT.  Company shall provide all customer 
support requested by the registered members and the companies who provide job 
listings. Such support shall include making representatives of Company 
available by email during regular business hours in each city in which the 
Company maintains operations.

       5.     ADVERTISING ON THE CO-BRANDED SITE.  ZDNet will sell all 
advertising to be placed on the Co-branded Site and will remotely deliver 
such advertising.  ZDNet may serve such advertisements to pages contained 
within the URL techies.zdnet.com and will not serve advertisements to pages 
contained with in the URL zdnet.techies.com.  Company will cooperate with the 
integration of ZDNet's ad serving software with the Co-branded Site in order 
that ZDNet may deliver and track such advertising efficiently and accurately. 
 ZDNet shall not sell or display advertising on the Co-branded Site for [****]
, nor any advertising which is illegal, or features sexually explicit 
material or promotes alcohol, firearms or on-line gambling.  [****]  ZDNet 
will deliver the Advertising Fee to Company on a quarterly basis within 
thirty (30) days of the end of each three month period during the Term of 
this Agreement, commencing with the first three month period beginning 
October 1, 1999 and ending December 31, 1999.  Each payment shall include a 
report summarizing advertising sold during the applicable period and the 
revenues received with respect to such advertising.  Company shall have the 
right to examine or appoint an independent certified public accountant to 
examine and audit, at Company's expense, and not more than once a year during 
normal business hours, the relevant records of ZDNet relating to the 
advertising revenues

[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.

                                       5


for the Co-branded Site and calculation of the Company's fee under this 
Section 5.  If such audit uncovers a deficiency in payment, ZDNet shall 
promptly reimburse Company in the amount of such underpayment and if the 
underpayment is ten percent (10%) or greater, ZDNet shall also promptly 
reimburse Company for the reasonable costs of such audit.  Company shall not 
sell advertising for placement on the Co-branded Site without the prior 
written consent of ZDNet; provided, however, Company may display company 
profiles and job listings which are not intended to be advertisements and are 
customarily included in the content on the Techies Site. 

       6.     TRAFFIC REPORTS.  Company shall generate daily traffic reports 
and shall provide copies to ZDNet on a reasonable basis. 

       7.     DATA OWNERSHIP AND USE.

              (a)    OWNERSHIP.  Company shall own all user registration data 
("Data") generated through the Co-branded Site.  All new members on the 
Co-branded Site shall also register for the ZDNet Site unless they opt out of 
such registration under the registration interface to be agreed upon by the 
parties. The data collected in connection with the registration with ZDNet 
consisting of the registrant's first and last name, address, city, zip code, 
country and email address (the "ZDNet Registration Data") shall be co-owned 
by ZDNet and Company. Identical data collected by Company from persons opting 
out of ZDNet registration ("Permitted Use Registration Data") will remain 
owned solely by Company but made available to ZDNet under the remaining terms 
of this Section 7.

              (b)    DELIVERY OF INFORMATION TO ZDNET.  Company shall provide 
the ZDNet Registration Data and Permitted Use Registration Data in summary 
and in detailed form to ZDNet for use as permitted in Section 7(d).  Such 
data shall be shared in real time if commercially and technologically 
feasible so that, for example ZDNet could customize its site content and 
advertising for such user. If real time data sharing is not available, 
Company shall provide such data to ZDNet at least bi-weekly in an alternative 
format to be mutually agreed. Company shall provide to ZDNet any other 
information (excluding Data) which it collects on the Co-branded Site such as 
page views and unique users. Company shall not be required to share Data 
(except for the ZDNet Registration Data, as such Data will be co-owned by 
ZDNet and Company) or share Permitted Use Registration Data or other 
information if such disclosure would violate any law or its privacy policy.

              (c)    DELIVERY OF INFORMATION TO COMPANY.  ZDNet shall provide 
Company with any information it collects on the Co-branded Site, including, 
without limitation, page views, unique users, click-throughs to the 
registration tool, and standard reporting on all promotions the Company runs 
on the ZDNet network (including on-line, radio and television).  ZDNet shall 
not be required to provide any information to Company if such disclosure 
would violate any law or its privacy policy.

              (d)    PERMITTED USE.  The parties acknowledge and agree that 
all use of the Permitted Use Registration Data and other information provided 
by either party to the other party pursuant to this Section 7 shall be used 
only as allowed by Company's and ZDNet's privacy policies in effect from time 
to time. Subject to ZDNet's right to use the ZDNet Registration Data

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for any purpose in accordance with its privacy policy, ZDNet shall be 
entitled to use the Permitted Use Registration Data for internal purposes 
only, and shall not disclose, sell or otherwise convey the Permitted Use 
Registration Data to any third party. Notwithstanding anything else set forth 
in this Section 7, ZDNet may use any Permitted Use Registration Data to 
formulate statistics for its sales and marketing purposes, but not for any 
direct revenue generation purpose.  Company shall not disclose, sell or 
convey the ZDNet Registration Data to any third party as a ZDNet audience 
list, and shall not disclose information provided by ZDNet under Section 7(c) 
to any third party, but may use such information for sales and marketing 
purposes.

       8.     TERM; TERMINATION. 

              (a)    TERM.  Subject to the earlier termination of this 
Agreement at set forth below, this Agreement shall commence the date hereof 
and shall expire on October 15, 2001 (the "Term").

              (b)    TERMINATION.  Either party may terminate this Agreement 
prior to the end of the Term if (i) the other party has materially breached 
its obligations under this Agreement and such breach is not cured within 
thirty (30) days after notice from the non-breaching party (failure to make 
payments hereunder shall constitute a material breach of this Agreement), 
(ii) the other party makes a general assignment for the benefit of its 
creditors, files a voluntary petition in bankruptcy or for reorganization 
under the bankruptcy laws or if a petition is filed against it, or if a 
receiver or trustee is appointed for such other party, or (iii) pursuant to 
Section 20. 

              (c)    EFFECT OF TERMINATION; SURVIVAL. Upon termination or 
expiration of this Agreement for any reason, (i) Company shall immediately 
cease all use and distribution of the ZDNet Marks (as such term is 
hereinafter defined) and the ZDNet Content, and shall promptly delete the 
ZDNet Marks and ZDNet Content from its computer systems, (ii) ZDNet shall 
immediately cease all use and distribution of the Company Marks except in 
connection with advertising or promotions of the Techies Site purchased by 
Company prior to termination or expiration to be posted on the ZDNet Site 
after the termination or expiration of this Agreement, it being understood 
that ZDNet shall not be obligated to otherwise promote the Techies Site after 
termination of this Agreement, and (iii) both parties shall immediately cease 
use of the Co-branded Site.  Neither party shall thereafter adopt and use any 
new trademark, trade name, logo or trade dress which is the same or similar 
to any of the Marks owned by the other party, or a URL that incorporates any 
of the Marks owned by the other party. The provisions of this Section and 
Sections 7, 10(d), 11, 13 and any payment obligation that has accrued and is 
owed by one party to the other party but has not been paid prior to the 
termination or expiration, shall survive the termination or expiration of 
this Agreement.  It is expressly agreed that if this Agreement is duly 
terminated prior to expiration of the Term in accordance with Section 8(b), 
Company shall be obligated to deliver   within thirty (30) days of the 
effective date of such termination all amounts accrued and owing under 
Section 9(a) prior to such termination.

       9.     CONSIDERATION; PAYMENT.

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              (a)    [****]  Company shall pay ZDNet the amount of [****] in 
accordance with the payment schedule set forth in Exhibit G.

              (b)    ZDNET INVESTMENT. ZDNet and Company agree that within 
five (5) business days after the date hereof, ZDNet and Company will 
consummate the purchase by ZDNet of capital stock of Company.  In the event 
that the purchase by ZDNet of the Company's capital stock does not close 
within such five (5) business day period for any reason, either party shall 
have the right to terminate this Agreement within five (5) business days 
thereafter upon notice to the other party. Such termination shall be without 
any liability or continuing obligation of ZDNet or Company.  

              (c)    [****]

              (d)    CORPORATE SUBSCRIPTION.  ZDNet shall have the option of 
purchasing from the Company a corporate subscription to the Techies Site 
multi-site service for each year during the Term at a [****] from the 
suggested pricing offered to retail customers.

              10.    INTELLECTUAL PROPERTY.

                     (a)    ZDNET LICENSE. ZDNet hereby grants Company, 
during the Term, a non-exclusive, non-transferable, royalty-free (except as 
provided herein), worldwide license to use, publicly display, transmit, 
distribute and reproduce (a) the ZDNet Content, and (b) ZDNet's logos, 
trademarks, trade names and trade dress contained in the ZDNet Content and 
the "ZDNET" trademark and logo (the "ZDNet Marks") in accordance with ZDNet's 
established trademark usage policies and procedures, solely for the purposes 
of operating, hosting, and serving the Co-branded Site and promoting the 
Co-branded Site and advertising the ZDNet Site in accordance with Exhibit I.  
Company shall not alter, modify or amend the ZDNet Content without the prior 
written consent of ZDNet.  Company shall not alter or impair any 
acknowledgment of copyright or other intellectual property rights of ZDNet 
that may appear in

[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.

                                       8


the ZDNet Content.  If ZDNet requests that any portion of the ZDNet Content 
on the Co-branded Site be deleted, corrected or made inaccessible because 
such ZDNet Content contains any errors, or is, or could be subject to a claim 
that is defamatory, obscene, invades the right of privacy or infringes any 
right of any person or entity, or for any other reason, Company shall delete 
or correct the affected ZDNet Content within twenty-four (24) hours after 
receipt of Company's request.

                     (b)    COMPANY LICENSE.  Company hereby grants ZDNet, 
during the Term, the right to reproduce and display the Company's logos, 
trademarks, trade names and other similar identifying material (the "Company 
Marks") in accordance with Company's established trademark usage policies and 
procedures, solely for the purposes of promoting the Co-branded Site in 
accordance with this Agreement.

                     (c)    USE OF MARKS.  In connection with the licenses 
granted hereunder, each party shall have the unilateral right to establish 
such quality standards and additional terms and conditions concerning the use 
of its Marks as such party deems reasonably necessary to protect its Marks.  
Use of a party's Marks, and the goodwill associated therewith, shall inure 
solely to the respective owner of the Marks.  Upon request of either party, 
the other party shall provide appropriate attribution of the use of the 
requesting party's Marks.  Except as expressly permitted herein, neither 
party shall make any other use of the other party's Marks. Each party's 
rights in their respective Marks, other then those expressly licensed in this 
Agreement, are reserved for such party for its own use and benefit.

                     (d)    OWNERSHIP OF MARKS.  ZDNet acknowledges and 
agrees that (i) as between Company and ZDNet, Company owns all right, title 
and interest in and to the Techies Site, Techies Content and the Company 
Marks, (ii) nothing in this Agreement shall confer in ZDNet or any ZDNet 
affiliate any right of ownership in the Techies Site, Techies Content or and 
the Company Marks, and (iii) ZDNet shall not now or in the future contest the 
validity of the Company Marks.  Company acknowledges and agrees that (i) as 
between Company and ZDNet, ZDNet owns all right, title and interest in and to 
the ZDNet Content and the ZDNet Marks, (ii) nothing in this Agreement shall 
confer in Company or any Company affiliate any right of ownership in the 
ZDNet Site, the ZDNet Content and the ZDNet Marks, and (iii) Company shall 
not now or in the future contest the validity of the ZDNet Marks.  ZDNet and 
Company shall jointly own any intellectual property (including any content or 
graphics that do not incorporate the Marks) created solely for the Co-Branded 
Site. Each of the Company and ZDNet agree that it shall at all times conduct 
all aspects of its business which relates to the Co-branded Site in a 
professional manner and shall not do or permit to be done any act that could 
reasonably be anticipated to harm, prejudice or otherwise damage the 
reputation and goodwill associated with the Marks.

              
11.    INDEMNIFICATION.  

                     (a)    COMPANY INDEMNITY.  Company agrees to indemnify, 
defend and hold harmless, ZDNet and its officers, directors, shareholders, 
employees, agents and affiliates, subsidiaries, successors and assigns, from 
and against any and all damages, liabilities, costs and expenses, including 
reasonable legal fees and expenses, arising out of or related to any third 
party

                                       9


claim alleging (i) any breach of any covenant, agreement or warranty made by 
Company in this Agreement, (ii) that the Techies Content when used on the 
Co-Branded Site or the Company Marks when used as permitted herein infringe 
any copyright, US trademark, US patent, trade secret or other intellectual 
property right of any third party, or (iii) unauthorized or illegal use by 
the Company of the Data or other information obtained from the Co-branded 
Site or from ZDNet.

                     (b)    ZDNET INDEMNITY. ZDNet agrees to indemnify, 
defend and hold harmless, Company and its officers, directors, shareholders, 
employees, agents and affiliates, subsidiaries, successors and assigns, from 
and against any and all damages, liabilities, costs and expenses, including 
reasonable legal fees and expenses, arising out of or related to any third 
party claim alleging (i) any breach of any covenant, agreement or warranty 
made by ZDNet in this Agreement, (ii) that the ZDNet Content or ZDNet Marks 
when used as permitted herein infringe any copyright, US trademark, US 
patent, trade secret or other intellectual property right of any third party, 
or (iii) unauthorized or illegal use by ZDNet of the Data or other 
information obtained by ZDNet directly from the Co-branded Site or from 
Company, and that any advertising on the Co-branded Site is false or 
misleading.

                     (c)    CONDITIONS PRECEDENT. Each party's 
indemnification obligations hereunder shall be conditioned upon (i) prompt 
written notice by the indemnified party to the indemnifying party of any 
claim, action or demand for which indemnity is claimed; (ii) complete control 
of the defense and settlement thereof by the indemnifying party; and (iii) 
such reasonable cooperation by the indemnified party in the defense as the 
indemnifying party may request.

                     (d)    INFRINGEMENT CLAIM.  If either party's (the 
"Infringing Party") intellectual property rights are alleged or held to 
infringe the intellectual property rights of a third party, the Infringing 
Party shall, at its own expense, and in its sole discretion, (i) procure for 
the non-Infringing Party the right to continue to use the allegedly 
infringing intellectual property or (ii) replace or modify the intellectual 
property to make it non-infringing  If neither option is available the 
Infringing Party shall be deemed to be in material breach of this Agreement.

              12.    REPRESENTATIONS AND WARRANTIES.

                     (a)    BY COMPANY.  Company represents and warrants to
ZDNet:

                            (i)    Company is duly organized and validly
              existing under the laws of the State of Minnesota and has full
              corporate power and authority to enter into this Agreement and
              perform as contemplated herein; and

                            (ii)   Company has received no notice that the
              Company Marks, Techies Content or any other intellectual property
              of Company to be used in the performance of its services and
              obligations under this Agreement, violates the rights or interests
              of any third party.

                     (b)    BY ZDNET.  ZDNet represents and warrants to Company:

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                            (i)    ZDNet is a division of ZD Inc., a corporation
              duly organized and validly existing under the laws of the State of
              Delaware and has full corporate power and authority to enter into
              this Agreement and perform as contemplated herein;

                            (ii)   ZDNet has received no notice that the ZDNet
              Marks, ZDNet Content or any other intellectual property of ZDNet
              to be used in the performance of its services and obligations
              under this Agreement, violates the rights or interests of any
              third party.

              13.    PRESS RELEASES.  The parties may jointly prepare press 
releases announcing the existence of this Agreement, but shall not otherwise 
make any public statements or disclosures concerning the terms of this 
Agreement to any medium except with the prior approval of both parties or as 
required by law or the rules of any applicable stock exchange or any 
governmental agency.

              14.    CONFIDENTIALITY.  During the Term of this Agreement and 
thereafter, each party will use and reproduce the other party's Confidential 
Information only for purposes of this Agreement and only to the extent 
necessary for such purpose and will restrict disclosure of the other party's 
Confidential Information to its employees, consultants or independent 
contractors with a need to know and will not disclose the other party's 
Confidential Information to any third party without the prior written 
approval of the other party. Notwithstanding the foregoing, it will not be a 
breach of this Agreement for either party to disclose Confidential 
Information of the other party if required to do so under law or in a 
judicial or other governmental investigation or proceeding, provided the 
other party has been given prior notice and the disclosing party has sought 
all available safeguards against widespread dissemination prior to such 
disclosure.  As used in this Agreement, the term "Confidential Information" 
refers to: (i) the terms and conditions of this Agreement; (ii) each party's 
trade secrets, business plans, strategies, methods and/or practices; and 
(iii) any other information relating to either party or its business that is 
not generally known to the public, including but not limited to information 
about either party's personnel, products, customers, marketing strategies, 
services or future business plans.  Notwithstanding the foregoing, 
Confidential Information specifically excludes (A) information that is now 
generally available to the public or subsequently becomes available to the 
public through no action or fault of the other party; (B) information that is 
known to either party without restriction, prior to receipt from the other 
party under this Agreement, from its own independent sources as evidenced by 
such party's written records, and which was not acquired, directly or 
indirectly, from the other party; (C) information that either party receives 
from any third party reasonably known by such receiving party to have a legal 
right to transmit such information, and not under any obligation to keep such 
information confidential; and (D) information independently developed by 
either party's employees or agents provided that either party can show that 
those same employees or agents had no access to the Confidential Information 
received hereunder.  Notwithstanding anything else set forth in this Section 
14, each party shall be entitled to use the Data in accordance with Section 7 
herein.

       15.    RELATIONSHIP OF PARTIES.  Company and ZDNet are independent 
contractors under this Agreement, and nothing herein will be construed to 
create a partnership, joint venture or

                                       11


agency relationship between them.  Neither party has authority to enter into 
agreements of any kind on behalf of the other.

       16.    DISPUTE RESOLUTION; CHOICE OF LAW AND FORUM.  This Agreement, 
its interpretation, performance or any breach thereof, will be construed in 
accordance with, and all questions with respect thereto will be determined 
by, the laws of the State of New York applicable to contracts entered into 
and wholly to be performed within said state without regard to its conflict 
of laws rules. Any disputes between Company and ZDNet not otherwise resolved 
by the parties or for which injunctive relief is sought, shall be submitted 
to the jurisdiction of the Federal or state courts located (i) in the City of 
New York, State of New York in the case of a claim brought by Company against 
ZDNet, and Company waives any objection it has or may have in the future with 
respect to such venue or (ii) in County of Hennepin, State of Minnesota in 
the case of a claim brought by ZDNet against Company, and ZDNet waives any 
objection it has or may have in the future with respect to such venue.  

       17.    ENTIRE AGREEMENT.  This Agreement contains the entire 
understanding of the parties hereto with respect to the transactions and 
matters contemplated hereby, supersedes all previous agreements between the 
parties concerning the subject matter, and cannot be amended except by a 
writing signed by both parties.  No party hereto has relied on any statement, 
representation or promise of any other party or with any other officer, 
agent, employee or attorney for the other party in executing this Agreement 
except as expressly stated herein.

       18.    COUNTERPARTS AND FACSIMILE SIGNATURES.  This Agreement may be 
executed in multiple counterparts, each of which shall be deemed to be an 
original, but all of which together shall constitute one and the same 
instrument.  Facsimile signatures will be considered original signatures.

       19.    LIMITATIONS OF LIABILITY.  EXCEPT FOR ANY INDEMNIFICATION 
LIABILITY ARISING UNDER SECTION 11 HEREIN, 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 ANY PROVISION OF 
THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, 
BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

       20.    FORCE MAJEURE.  In the event that either party is prevented 
from performing, or is unable to perform, any of its obligations under this 
Agreement due to any cause beyond the reasonable control of the party 
invoking this provision, the affected party's performance shall be excused 
and the time for performance shall be extended for the period of delay or 
inability to perform due to such occurrence.  In the event that a party's 
performance is prevented or delayed for more than sixty (60) days, then the 
other party may terminate this Agreement upon delivery of written notice to 
the non-performing party.

       21.    NOTICES.  All notice required to be given under this Agreement 
must be given in writing and delivered either in hand, by certified mail, 
return receipt requested, postage pre-paid,

                                       12


or by Federal Express or other recognized overnight delivery service, all 
delivery charges pre-paid, and addressed:

              If to Company:       techies.com inc.
                                   7101 Metro Boulevard
                                   Edina, Minnesota 55439
                                   Attention: VP Business Development
                                   Fax Number: 612-253-3560

              If to ZDNet:         ZDNet
                                   650 Townsend Street
                                   San Francisco, CA  94103
                                   Attention: VP of Corporate Development
                                   Fax No.: (415) 551-4599

       With a copy of all notices relating to breach, termination or
interpretation of this Agreement to:

                                   ZD Inc.
                                   28 East 28th Street
                                   New York, New York  10016
                                   Attn:  Legal Department
                                   Fax No. (212) 503-3581

A notice shall be deemed to have been delivered (i) upon receipt of such 
notice by the receiving party in the event such notice is delivered by hand, 
(ii) three (3) business days following the deposit of such notice in the mail 
if such notice is being delivered by mail, and (iii) one business day 
following the deposit of such notice with an overnight delivery service.

              22.    SEVERABILITY.  In the event that any provision of this 
Agreement for any reason shall be held illegal, unenforceable, or invalid, 
the remaining provisions hereof shall remain in full force and effect and the 
affected provision shall be modified in a manner which comes closest to the 
intention of the parties at the time the original provision was agreed upon. 

              23.    WAIVERS.  Any waiver of any term or condition of this 
Agreement shall only be deemed to have been made if expressed in writing by 
the party granting such waiver.  The failure or neglect by either party to 
enforce, in any one or more instances, any of the terms and conditions of 
this Agreement shall not be construed as a waiver of the future performance 
of any such term or condition, or any other terms or conditions of this 
Agreement.

              24.    ASSIGNMENT.  Neither party shall have the right to 
assign or sublicense the rights or obligations set forth in this Agreement 
without the other party's written consent (which shall not be unreasonably 
withheld or delayed), provided that either party shall have the right to 
assign this Agreement and all rights and obligations herein to any person or 
entity acquiring substantially all of the assigning party's business.

                                       13


       IN WITNESS WHEREOF, the undersigned have executed this Co-Branding and 
License Agreement as of the date set forth above.


ZD INC.                                      TECHIES.COM INC. 


By:  /s/ Thomas M. Santosusso                By:  /s/ Peter R. Brasket
     -----------------------------                ---------------------------
       Name:  Thomas M. Santosusso                    Name:  Peter R. Brasket
       Title: Executive Director, Business            Title:  VP -Business 
               Development                                     Development

                                       14


                                     EXHIBIT A

                                  FEATURES BY URL



--------------------------------------------------------------------------------
                                CO-BRANDED SITE
--------------------------------------------------------------------------------
          zdnet.com               techies.zdnet.com        zdnet.techies.com
--------------------------------------------------------------------------------
                                                  
--------------------------------------------------------------------------------
 1. Links to Co-branded Site  1.  techies.com.articles  1. Registration as
and promotion of Co-branded                             techies.com Member
Site in accordance with                                 (includes career agent
Exhibit C to this Agreement.                            setup)
--------------------------------------------------------------------------------
                              2.  zdnet.com articles
--------------------------------------------------------------------------------
                              3.  techies.com preview
                              search & results
--------------------------------------------------------------------------------
                              4.  Company Profiles 
--------------------------------------------------------------------------------
                              5.  Promotion of          2.  There will be no
                              techies.com registration  advertisements on this
                                                        URL.
--------------------------------------------------------------------------------


                                       15


                                     EXHIBIT B

                          CO-BRANDED SITE LAYOUT & DESIGN

                                  [GRAPHIC]


                                       16


                                     EXHIBIT C

                                 PROMOTION PROGRAM

1. REGISTRATION INTEGRATION

a.   ZDNet will integrate an opt-in selection for users to pass a relevant
     portion of their registration data to the Co-Branded Service during the
     ZDNet registration process. This information transfer will provide a
     portion of the data required to complete registration and will trigger an
     email encouraging users to proceed with the entire registration process.

         A graphical example is shown as Screenshot A following Exhibit C.

b.   [****]

c.   [****]



2. ENTERPRISE CHANNEL INTEGRATION

a.   ZDNet will provide placement of a graphical macrobutton or equivalent unit
     with every page of the Enterprise Channel Career Content Zone, including
     but not limited to the Salary Zone tool and other technology career content
     offered within the Zone.  The placement will drive users to register with
     the Co-Branded Service.

b.   ZDNet will provide an editorial resource to update and refresh Career Zone
     Content on a regular basis, but no less than twice a month.

           A graphical example is shown as Screenshot B following Exhibit C

[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.

                                       17


3. COMPANY FINDER INTEGRATION

a.   ZDNet will integrate links to the co-branded service within the ZDNet
     Company Finder.  Links will refer users to the Co-Branded Service.

         A graphical example is shown as Screenshot C following Exhibit C


4. INTEGRATION INTO ZDNET PERSISTENT NAVIGATION

a.   ZDNet will integrate a "Tech Jobs" link on the ZDNet Persistent
     Navigational Element and such link will drive users to the Co-Branded
     Service.  The link will exist in all displayed instances of the
     Navigational Element.


5. INTEGRATION / EXCLUSIVE SPONSORSHIP - ZDNET CAREERS NEWSLETTER

ZDNet will produce a monthly Careers newsletter which will be offered with the
Enterprise Career Zone and within the ZDNet general newsletter sign-up screens. 
The newsletter will be ZDNet editorially-driven content and the Co-Branded
Service will be prominently features as the exclusive Career / Jobs sponsor in
every mailing.  Techies.com will also create editorial content for this
newsletter and a minimum of one content piece from Techies.com will be placed in
each newsletter, subject to final editorial approval by ZDNet.  No advertising
of online recruitment firms will be sold in the Careers Newsletter.


6. ZDNET HOMEPAGE INTEGRATION

ZDNet will provide integration of the Co-Branded Service via a "Tech Jobs" or
similar link on the ZDNet Homepage within the Quicklinks, Channel Guide, ZDNet
Services and Persistent navigational elements.

A graphical sample is shown as Screenshot D following Exhibit C


7.  [****]

[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.

                                       18


                                   [****]

[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.


                                       19


SCREENSHOT A - REGISTRATION INTEGRATION



                                     [GRAPHIC]


                                       20


SCREENSHOT B - CAREER ZONE CONTENT INTEGRATION



                                      [GRAPHIC]


                                       21


SCREENSHOT C - COMPANY FINDER INTEGRATION



                                     [GRAPHIC]

                                       22


SCREENSHOT D - HOMEPAGE INTEGRATION 



                                    [GRAPHIC]


                                       23


                                     EXHIBIT D

                            CUSTOMER SURVEY REQUIREMENTS



Minimum survey frequency: twice per year

Minimum sample size: 1,000

Minimum number of questions and survey design: to be mutually agreed upon by the
parties

Survey content generation: techies.com.

Survey content approval: joint (ZDNet and techies.com.)

Question format: multiple choice.

Ownership of data: joint

Reporting format: Microsoft Excel, all recorded data (not just summaries)

                                       24


                                     EXHIBIT E

                         ZDNET CURRENT TERMS AND CONDITIONS


A. Acceptance of advertising programs subject to space availability upon receipt
of signed contract or insertion order by ZDNet.

B. Online advertisements are accepted upon the representation that advertiser 
and its agency have the right to publish and display the contents thereof. In 
consideration of such online publication and display, advertiser and its 
agency agree to indemnify and hold online publisher harmless against any 
expense or loss by reason of any claims arising out of online publication and 
display.

C. Positioning of advertisements is at the discretion of the publisher except 
where a request for a specific preferred position is acknowledged by 
publisher in writing. Material must be received by material closing date, 
otherwise position may be lost, or requested impression level may be reduced.

D. Publisher may use prior ad material if new material is not received on 
time.

E. Cancellation Policy:
Any campaign can be cancelled with no penalty up to two weeks before the 
scheduled start date of the campaign. Campaigns cancelled less than two weeks 
before the scheduled start date of the campaign are subject to a 15% 
cancellation fee. After a campaign has started, cancellation notices are 
accepted with two weeks' notice. Advertisers will be rebilled for all 
impressions delivered through effective end date; if appropriate, shortrates 
will apply.

F. Postponement Policy:
In cases where ad material has not arrived by the fifth working day after the 
agreed-upon campaign start date, ZDNet's postponement policy goes into 
effect. ZDNet will reduce the number of total impressions for every day the 
campaign is late, based on even distribution, and the advertiser will be 
invoiced at the original contracted dollar amount.

G. All contents of advertisements are subject to online publisher's approval. 
Online publisher reserves the right to reject or cancel any advertisement, 
insertion order, space reservation or position commitment at any time.

H. All insertion orders are accepted subject to provisions of the current 
rate card.

I. Online publisher shall not be liable for any costs or damages if for any 
reason it fails to electronically publish and display an advertisement. In no 
event shall online publisher be liable for any damages, consequential or 
otherwise, in excess of the amount paid for the advertisement, as a result of 
any mistake in the advertisement, omission from or error in any index, or for 
any other reason.

                                       25


J. Online publisher shall have the right to hold advertiser and/or its 
advertising agency jointly and severally liable for such monies as are due 
and payable to online publisher for advertising which advertiser or its agent 
ordered and which advertising was published and displayed.

K. No conditions other than those set forth in the rate card shall be binding 
on the online publisher unless specifically agreed to in writing by the 
online publisher. Online publisher will not be bound by conditions printed or 
appearing on order blanks or copy instructions which conflict with the 
provisions of the rate card.

L. Online publisher is not liable for delays in delivery and/or non-delivery 
in the event of an Act-of-God, action by any government or quasi-governmental 
entity, fire, flood, insurrection, riot, explosion, embargo, strikes whether 
legal or illegal, labor or material shortage, transportation interruption of 
any kind, work slow-down or any condition beyond the control of the 
electronic publisher affecting production or delivery in any manner.

M. As used in this section entitled "General Terms and Conditions" the term 
online publisher shall refer to ZDNet and Ziff-Davis Inc.

N. Payment in full is due within 30 days of the "live" date of advertiser's 
program.

O. All discounts are multiplicative and not additive.

P. Rates are subject to change upon notice from the publisher. Publisher will 
not accept any catalogs as advertisements nor permit the use of the word 
"catalog" in any advertisements except by special written agreement with 
Publisher. Advertisers using the word "catalog" in their ads without 
Publisher's written consent will be held liable for the payment of any 
additional postage fees which may be imposed by the US Postal Service."

CONTRACTUAL INFORMATION

     -    Banners and insertion orders must be delivered at least three (3)
          business days prior to the start of an insertion term. 
     -    Banner changes during an insertion term must be delivered at least one
          (1) business day prior to change. 
     -    ZDNet will run up to four (4) banners at one time, and will change
          creatives as frequently as once per week. 
     -    All advertising requires a signed insertion order. 
     -    Any correspondence should include a list of: advertiser's name,
          contracted banner positions, URL link, alternative text and run dates.
     -    All quarterly and monthly programs start on weekdays (no holidays or
          weekends). 

                                       26


                                     EXHIBIT F

                               PERFORMANCE STANDARDS

Uptime Performance: Company shall maintain uptime of at least ninety-seven 
percent (97%) of the time within each one month period of this Agreement, 
barring exceptions detailed under Measurement Stipulations below.  Service 
uptime means that a user on the Internet is able to access the Co-branded 
Site, and that access to the Co-branded Site, including the registration 
tool, shall not result in retrieval errors.

Measurement Stipulations:     Performance shall be measured by multiple 
independent third party companies agreed upon by both parties.  Measurement 
periods shall begin and end at 00:00 Sunday morning.  Any scheduled 
maintenance performed by Company or its agents shall be excluded from uptime 
calculations. Company shall not be responsible for access problems to the 
Co-branded Site caused by failure of a user or third party measurement 
company's ISP, intervening ISP between the user or third party measurement 
company's ISP, or peering points (public or private) between any of the 
aforementioned parties. Such failures shall not be included in performance 
measurement calculations. Problems accessing content caused by user action or 
lack thereof (i.e., forgot password, proxies or browser is not standards 
compliant, etc.) shall not count toward performance measurement calculations. 
 However, Company shall take commercially reasonable steps to solve such 
problems as they arise.

Non-conformance: Company shall be considered to not be in compliance with 
performance measurement guidelines if it fails to meet the conditions 
outlined above for two consecutive measurement periods or for three 
measurement periods in any six week period.

                                       27


                                     EXHIBIT G

                                 PAYMENT SCHEDULE 



[****]


[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.

                                       28


                                       [****]
                                          


[****]Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.

                                       29


                                     EXHIBIT I

SPONSORSHIP MACROBUTTON

The Company shall provide an above the fold sponsorship MacroButton to ZDNet. 
The MacroButton shall be designed substantially as follows:

MACROBUTTON SPECIFICATIONS

Dimensions:    88w x 120h (pixels).
 
Format:   GIF format (72dpi, 256 colors).
 
Link Information: The MacroButton will contain a linked ZDNet logo and 1-3
additional links to ZDNet which shall be editorial in nature and determined by
ZDNet.

                                       30



November 10, 1999

Mr. George Still, Jr.
Norwest Venture Partners
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301

Mr. Michael J. Stark
Crosslink Omega Ventures
555 California Street, Suite 2600
San Francisco, CA 94104

Mr. Lee M. Feldman
ZDNet, a division of ZD Inc.
28 East 28th Street
New York, NY 10016

Re: Extension of Offering Period; [***]
    -----------------------------------


Dear Michael, George and Lee:

As a final step in closing the Series B financing of $25 million, I am asking 
for your acknowledgement and consent to (i) extend the offering period under 
the Series B Convertible Preferred Stock Purchase Agreement dated September 
14, 1999, to allow for the sale of the balance of the shares offered under 
the agreement, and (ii) [***]. In exchange, we agree to the items listed on 
the attached schedule.

Please sign this letter and return it immediately to me via fax 
(612-253-3560).

Sincerely,

/s/ Jeff Traynor
----------------------
Jeff Traynor
Chief Financial Officer

Acknowledged and Agreed:

Record Name of Shareholder: /s/ ZDNet, a division of ZD Inc.
                            -----------------------------------

**** Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.



Schedule to 10 November 1999 Letter
------------------------------------

[****]



**** Represents material which has been redacted pursuant to a request for 
confidential treatment pursuant to Rule 406 under the Securities Act of 1933, 
as amended.

                                          2