Content License Agreement - Yahoo! Inc. and ZDNet


 
                                  YAHOO! INC.
                                       
                           CONTENT LICENSE AGREEMENT

     THIS CONTENT LICENSE AGREEMENT (the "AGREEMENT") is made as of this 8th
day of January, 1998  between YAHOO! INC., a California corporation, with
offices at 3400 Central Expressway, Suite 201, Santa Clara, CA 95051, ("YAHOO")
and ZDNET, with offices at One Athenaeum Street, Cambridge, MA 02142
("LICENSOR").

     In consideration of the mutual promises contained herein, the parties
agree as follows:

SECTION 1: DEFINITIONS

     Unless otherwise specified, capitalized terms used in this Agreement shall
have the meanings attributed to them in EXHIBIT A hereto.

SECTION 2: GRANT OF LICENSES

2.1  LICENSOR GRANT OF LICENSES.  Subject to the terms and conditions of this
Agreement, Licensor hereby grants to Yahoo, under Licensor's applicable
Intellectual Property Rights:

     (a)  A non-exclusive, worldwide license to use, modify, reproduce,
          distribute, display and transmit the Licensor Content in electronic
          form as part of the Yahoo Properties via the Internet, and to permit
          users of the Yahoo Properties to download and print the Licensor
          Content for personal use. Yahoo's license to modify the Licensor
          content shall be limited to modifying the Licensor Content to fit the
          format and look and feel of the Yahoo Property; Yahoo shall not alter
          the substantive meaning of the Licensor Content in any way.

     (b)  A non-exclusive, worldwide, fully paid license to use, reproduce and
          display the Licensor's Brand Features: (i) in connection with the
          presentation of the Licensor Content on the Yahoo Cobranded Pages in
          the Yahoo Properties; and (ii) in connection with the marketing and
          promotion of the Yahoo Properties.  All use by Yahoo of Licensor's
          Brand Features shall comply with Licensor's trademark usage
          guidelines as have been delivered to Yahoo from time to time.

     (c)  Yahoo shall be entitled to sublicense the rights set forth in this
          Section 2.1(1) to its Affiliates only for inclusion in Yahoo
          Properties, and (2) as necessary for  any mirror site of or
          distribution arrangement for a Yahoo Property.  Any sublicense shall
          obligate the sublicensee to comply with the terms and conditions of
          this Agreement, however, Yahoo shall remain liable for any breach by
          such sublicensee.

2.2  QUALITY STANDARDS.  Each of Yahoo and Licensee shall at all times conduct
all aspects of its business which relate to the Yahoo Properties and the
Licensor Site in a professional manner that



will reflect favorably upon the other party so as to preserve and enhance the 
goodwill associated with the Brand Features of the other party. Yahoo shall 
not modify the Licensor Content except as may be necessary to conform to the 
look and feel of the Yahoo Properties; provided that such modifications shall 
not alter the substantive meaning of any Licensor Content in any way.

SECTION 3: DELIVERY OF LICENSOR CONTENT; ADVERTISING REVENUE

3.1  YAHOO'S RESPONSIBILITIES.  In addition to any responsibilities that may be
set forth in EXHIBIT C, Yahoo will be responsible for implementing the agreed
upon design and layout and for posting,  maintenance and operation of the Yahoo
Cobranded Pages.

3.2  LICENSOR ASSISTANCE.  In addition to any responsibilities that may be set
forth in EXHIBIT C, Licensor will provide on-going assistance to Yahoo with
regard to technical, administrative and service-oriented issues relating to the
utilization, transmission and maintenance of the Licensor Content, as Yahoo may
reasonably request. Licensor will use its reasonable best efforts to ensure
that the Licensor Content is accurate, comprehensive and updated regularly in
accordance with the Delivery Specifications as set forth in EXHIBIT C.

3.3  ADVERTISING RIGHTS.  Yahoo shall have the sole right to sell and retain
all Advertising Rights with respect to Yahoo Cobranded  Pages.  All advertising
inventory generated via pageviews to Yahoo's servers, including the Yahoo
Cobranded Pages, will be the property of Yahoo and Yahoo will keep 100% of the
revenue.  Licensor shall have the sole right to sell and retain all Advertising
Rights on the Licensor Site, including on any page within the Licensor Site
which is linked to from the Yahoo Properties.   All advertising inventory
generated via pageviews to the Licensor Site, will be the property of Licensor
and Licensor will keep 100% of the revenue, even if traffic originated from a
Yahoo Cobranded Page.

3.4  NOTICES.  Yahoo will not alter or impair any acknowledgment of copyright
or other Intellectual Property Rights of Licensor that may appear in the
Licensor Content and the Licensor Brand Features, including all copyright,
trademark and similar notices that Licensor may reasonably request on each
Yahoo Cobranded Page.

3.5  LINKS.  During the Term (as defined in Section 7), the parties will
maintain the hypertext links specified in EXHIBIT B.

SECTION 4: LICENSOR CONTENT

4.1  SELECTION OF LICENSOR CONTENT.  Licensor Content will be placed on the
Yahoo Properties as described in EXHIBIT B. Licensor will provide Licensor
Content in a volume appropriate in light of the number and placement of
Pointers placed by Yahoo on the Yahoo Properties.  The goal of the parties is
to generate a relatively equal amount of page views on the Yahoo Cobranded
Pages, on the one hand, and the pages on the Licensor Site which are visited by
users through the links on the Yahoo Cobranded Pages, on the other hand.
Licensor and Yahoo will compare traffic levels for the applicable pages of the
Licensor Site and the Yahoo Cobranded Pages monthly during the first three
months of the Term and thereafter on a quarterly basis and



the parties will take steps to balance the page views.  Yahoo shall use good 
faith reasonable best efforts to balance such page views from the Yahoo 
Properties to the Licensor Site in any way it deems reasonably appropriate, 
in consultation with Licensor, including from areas of the Yahoo Properties 
other than the Yahoo Cobranded Pages.  In the event Yahoo is not successful, 
after using  good faith, reasonable best efforts, in balancing such page 
views, Licensor's sole remedy shall be to terminate this Agreement upon at 
least thirty (30) days written notice to Yahoo, provided such page views have 
not been balanced by the end of such thirty (30) days. Licensor's remedy 
shall not be limited however, if Licensor fails to use its good faith 
reasonable best efforts to balance the page views.

4.2  CORRECTIONS.  If Licensor requests that any portion of the Licensed
Content on a Yahoo Cobranded Page be deleted, corrected or made inaccessible
because such Licensed Content contains material errors, or is, or could be
subject to a claim that it is defamatory, obscene, invades the right of
privacy, or infringes any right of any person or entity, Yahoo shall delete or
correct the affected Licensor Content within 72 hours after receipt of
Licensor's request. If Licensor requests that any portion of the Licensed
Content on a Yahoo Cobranded Page be deleted, updated, replaced or made
inaccessible for any other reason, Yahoo shall use commercially reasonable
efforts to honor this request as soon as possible but no later than five (5)
days from the date of Licensor's request.

SECTION 5: INDEMNIFICATION

5.1  LICENSOR INDEMNITY.  Licensor, at its own expense, will indemnify, defend
and hold harmless Yahoo, its Affiliates and their employees, representatives,
agents, from and against any judgment, loss, damage, liability, cost or expense
(including reasonable attorneys' fees) arising from any third party claim,
brought against Yahoo or its  Affiliates  alleging that (1) the Licensor
Content as delivered to Yahoo, (2) any material contained on the Yahoo
Cobranded Pages (other than the Yahoo Brand Features), (3) any Licensor Brand
Feature licensed to Yahoo hereunder or (4) or any material, including, without
limitation, software, included on or downloadable from Licensor Site that is
full text of articles excerpted or headlined on the Yahoo Cobranded Pages or is
specifically referenced on the Yahoo Cobranded Pages (including those shareware
files or other software available for download either via a download button on
the Yahoo Cobranded Pages or which are specifically referred to on the Yahoo
Cobranded Pages), infringes in any manner any Intellectual Property Right of
any third party or contains any material or information that is obscene,
defamatory, libelous, slanderous, that violates any person's right of
publicity, privacy or contains any virus; PROVIDED, HOWEVER, that Licensor
shall have no obligation to indemnify under this section unless: (x) Yahoo
provides Licensor with prompt written notice of any such claim; (y)Yahoo
permits Licensor to assume and control the defense of such action, with counsel
chosen by Licensor (who shall be reasonably acceptable to Yahoo); and (z)
Licensor does not enter into any settlement or compromise of any such claim
without Yahoo's prior written consent, which consent shall not be unreasonably
withheld. Licensor will pay any and all costs, damages, and expenses,
including, but not limited to, reasonable attorneys' fees and costs awarded
against or otherwise incurred by Yahoo or an Affiliate in connection with or
arising from any such claim, suit, action or proceeding. It is understood and
agreed that Yahoo does not intend and will not be required to edit or review
for accuracy or appropriateness any



Licensor Content.

5.2  YAHOO INDEMNITY.  Yahoo, at its own expense, will indemnify, defend and
hold harmless Licensor, its Affiliates, and their respective employees,
representatives, officers, directors, and agents (collectively, the "Licensor
Parties") from and against any judgment, loss, damages, liability, cost or
expense (including reasonable attorneys' fees) arising from any third party
claim brought against any Licensor Party to the extent such claim alleges that
any modification made by Yahoo to any Licensor Content or any Licensor Brand
Feature or any use of the Licensor Content or Licensor Brand Feature by Yahoo
in a manner not permitted by this Agreement infringes in any manner any
Intellectual Property Right of any third party or contains any material or
information that is obscene, defamatory, libelous, slanderous, that violates
any person's right of publicity, privacy; PROVIDED, HOWEVER, that Yahoo shall
have no obligation to indemnify any Licensor Party under this section unless:
(x) Licensor provides Yahoo with prompt written notice of any such claim; (y)
Licensor permits Yahoo to assume and control the defense to such action, with
counsel chosen by Yahoo (who shall be reasonably acceptable to Licensor); and
(z) Yahoo does not enter into any settlement or compromise of such claim
without Licensor's prior written consent, which consent shall not be
unreasonably withheld.

SECTION 6: LIMITATION OF LIABILITY AND WARRANTY

6.1. LIMITATION OF LIABILITY.  EXCEPT AS PROVIDED IN SECTION 5, UNDER NO
CIRCUMSTANCES SHALL LICENSOR, YAHOO, OR ANY AFFILIATE BE LIABLE TO ANOTHER
PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
ARISING FROM THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFITS OR LOST BUSINESS.

6.2  LIMITATION OF WARRANTY.  THE LICENSOR CONTENT AND THE LICENSOR BRAND
FEATURES ARE PROVIDED HEREUNDER BY LICENSOR ON AN "AS IS" BASIS WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE.

SECTION 7: TERM AND TERMINATION

7.1  INITIAL TERM AND RENEWALS.  This Agreement will become effective as of the
Effective Date and shall, unless sooner terminated as provided below or as
otherwise agreed, remain effective for an initial term of twenty-four (24)
months following the Launch Date (the "INITIAL TERM"). Yahoo shall notify
Licensor of such first date of public availability.  After the Initial Term,
this Agreement will be automatically renewed for successive additional one year
periods ("EXTENSION TERMS"), unless otherwise terminated by either party by
giving notice to the other party not less than sixty (60) days prior to the end
of a Term. As used herein, the "Term" means the Initial Term and any Extension
Term(s).



7.2  EARLY TERMINATION.  Notwithstanding the foregoing, this Agreement may be
terminated by either party immediately upon notice if the other party: (a)
becomes insolvent; (b) files a petition in bankruptcy; (c) makes an assignment
for the benefit of its creditors; or (d) breaches any of its obligations under
this Agreement in any material respect, which breach is not remedied within
fifteen  (15) days following written notice to such party or (e) for any reason
or for no reason sixty (60) days after notice to the other party. In addition,
Licensor may terminate this Agreement prior to the end of the term pursuant to
Section 4.1.

7.3  YAHOO EARLY TERMINATION.  Yahoo may terminate this Agreement prior to the
end of the term effective on any of the following dates in the circumstances
described below: twelve (12) months, fifteen (15) months, eighteen (18) months,
or twenty-one (21 months after the Launch Date (each, an "Offer Matching
Date"). In the event that Yahoo receives a bona fide third party offer to
provide any segment of Computing Content of the type listed in Section 3 of
Exhibit B, on an exclusive basis for the Yahoo Properties (i.e., Yahoo may
license Computing Content only from such third party), then at least sixty (60)
days prior to the applicable Offer Matching Date,  Yahoo shall give Licensor
written notice (the "Offer Notice") of the material terms of such third party
offer. Licensor shall have ten (10) business days from its receipt of the Offer
Notice to either accept the Offer Notice and provide such Computing Content on
the terms specified therein or decline the Offer Notice in which event this
Agreement shall terminate as of such Offer Matching Date and Yahoo shall be
free to license such content from a third party on terms no less favorable to
Yahoo than those offered to Licensor in the Offer Notice.  Notwithstanding the
foregoing, this Section 7.3 shall not apply to any Premier Merchant Program of
Yahoo.  A  "Premier Merchant Program" is defined as an arrangement between
Yahoo and a third party in which links to the third party's Web site are placed
in relevant areas of the Yahoo Properties for the primary purpose of generating
sales of the third party's goods and services and where the third party
provides content directly related to such good and services as an ancillary
feature of such arrangement.

7.4  EFFECT OF TERMINATION.  Except as expressly set forth in Section 4.1, a
party's right to terminate pursuant to this Section 7 shall be in addition to
any other right or remedy available to such party whether pursuant to this
Agreement, in law or at equity. Upon termination of this agreement for any
reason, Yahoo shall immediately (i) remove all Licensor Content and Licensor
Brand Features from its server(s) and from the Yahoo Properties and shall
promptly delete the Licensor Content and Licensor Brand Features from its
computer systems.  The provisions of Sections 5, 6, 7, 8, 9, 10, and this
Section 7.4 shall survive any termination or expiration of this Agreement.

SECTION 8: OWNERSHIP

8.1  BY LICENSOR.  Yahoo acknowledges and agrees that: (i) as between Licensor
and its Affiliates on the one hand, and Yahoo and its Affiliates on the other,
Licensor and its Affiliates own all right, title and interest in the Licensor
Content, the Licensor Site and the Licensor Brand Features; (ii) nothing in
this Agreement shall confer in Yahoo or any Yahoo Affiliate any right of
ownership in the Licensor Content, the Licensor Site or the Licensor Brand
Features; and (iii) neither Yahoo or its Affiliates shall now or in the future
contest the validity of the Licensor



Brand Features.

8.2  NO OTHER LICENSES.  No licenses are granted by either party except for
those expressly set forth in this Agreement.

SECTION 9: PUBLIC ANNOUNCEMENTS

     The parties will cooperate to create any and all appropriate public
announcements relating to the relationship set forth in this Agreement. Neither
party shall make any public announcement regarding the existence or content of
this Agreement without the other party's prior written approval and consent,
which consent shall not be unreasonably withheld.

SECTION 10: NOTICES; MISCELLANEOUS PROVISIONS

10.1 NOTICES.  All notices, requests and other communications called for by
this agreement shall be deemed to have been given immediately if made by
telecopy or electronic mail (confirmed by concurrent written notice sent first
class U.S. mail, postage prepaid), if to Yahoo at 3400 Central Expressway,
Suite 201, Santa Clara, CA 95051, Fax; (408) 731-3301 Attention: Vice President
(e-mail: jmallett@yahoo.com), with a copy to its General Counsel (e-mail:
jplace@yahoo.com), and if to Licensor at the physical and electronic mail
addresses set forth on the signature page of this Agreement to the attention of
President, or to such other addresses as either party shall specify to the
other. A copy of any notice to Licensor regarding breach, interpretation or
termination of this Agreement shall be sent to Licensor's Legal Department at
Ziff-Davis Inc., One Park Avenue, NY, NY 10016, Attn:! Legal Department.
Notice by any other means shall be deemed made when actually received by the
party to which notice is provided.

10.2 MISCELLANEOUS PROVISIONS.  This Agreement will bind and inure to the
benefit of each party's permitted successors and assigns. Neither party may
assign this Agreement, in whole or in part, without the other party's written
consent; PROVIDED, HOWEVER, that: (i) either party may assign this Agreement
without such consent in connection with any merger, consolidation, any sale of
all or substantially all of such party's assets or any other transaction in
which more than fifty percent (50%) of such party's voting securities are
transferred. Any attempt to assign this Agreement other than in accordance with
this provision shall be null and void. This Agreement will be governed by and
construed in accordance with the laws of the State of California, without
reference to conflicts of laws rules, and without regard to its location of
execution or performance. If any provision of this Agreement is found invalid
or unenforceable, that provision will be enforced to the maximum extent
permissible, and the other provisions of this Agreement will remain in force.
Neither this Agreement, nor any terms and conditions contained herein may be
construed as creating or constituting a partnership, joint venture or agency
relationship between the parties. No failure of either party to exercise or
enforce any of its rights under this Agreement will act as a waiver of such
rights. This Agreement and its exhibits are the complete and exclusive
agreement between the parties with respect to the subject matter hereof,
superseding and replacing any and all prior agreements, communications, and
understandings,



both written and oral, regarding such subject matter. This Agreement may only 
be modified, or any rights under it waived, by a written document executed by 
both parties. This Agreement may be executed in any number of counterparts, 
all of which taken together shall constitute a single instrument. Execution 
and delivery of this Agreement may be evidenced by facsimile transmission.

10.3 FORCE MAJEURE.  Neither party shall be responsible for any failure or
delay in performance of its obligations under this Agreement because of
circumstances beyond its reasonable control, including, without limitation,
acts of God, network failures or telecommunications failures.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date first written above.

YAHOO! INC.                        ZDNET
                                   
By:  /s/ JEFFREY A. MALLETT        By:  /s/ DANIEL ROSENSWEIG
     -----------------------       --------------------------
     Name:  Jeffrey A. Mallett     Name:  Daniel Rosensweig
     Title:  C.O.O.                Title:  President

Address:  3420 Central Expressway  Address:  One Athenaeum Street
          Santa Clara, CA  95051             Cambridge, MA  02142
Telecopy: 408-731-3510             Telecopy:  617-225-3600
E-mail: jmallett@yahoo-inc.com

j:\lbb\yahoolnk.doc




                                   EXHIBIT A

                                       
                                  DEFINITIONS
                                       
     
     "ADVERTISING RIGHTS" shall mean the advertising and promotional rights
sold or licensed with respect to Content Pages.

     "AFFILIATES" of any party shall mean any entity that controls, is
controlled by or is under common control with such party. For purposes of this
definition, "control" shall mean the possession, directly or indirectly, of a
majority of the voting power of such entity (whether though ownership of
securities, partnership or other ownership interests, by contract or
otherwise).

     "COMPUTING CONTENT" shall mean news stories, product reviews, features and
rankings, buying guides, technical tips, and other content relating to the
subject of what are commonly perceived as computer and computer related
products, including, without limitation, hardware, software, computer
peripherals, or similar computer related equipment or software.  In no event
shall Computer Content include reviews or other content relating to (1) books
on the subject of computing, (2) computer games or gaming, or (3) so called
"Enhanced" music compact disks.

     "LAUNCH DATE" shall mean February 15, 1998.

     "INTELLECTUAL PROPERTY RIGHTS" shall mean trade secrets, patents,
copyrights, trademarks, service marks, know-how,  moral rights and similar
rights of any type under the laws of any governmental authority, domestic or
foreign, including all applications and registrations relating to any of the
foregoing.

     "INTERNET" shall mean the collection of computer networks commonly known
as the Internet, and shall include, without limitation, the World Wide Web.

     "LICENSOR BRAND FEATURES" shall mean all trademarks, service marks, logos
and other distinctive brand features of Licensor that are used in the Licensor
Content which are protected under U.S. copyright law or as to which Licensor
has established trademarks or trade dress rights, including, without
limitation, the trademarks, service marks and logos described in EXHIBIT B
hereto.

     "LICENSOR CONTENT" shall mean, collectively, all materials, data, and
similar information from the Licensor Site selected by Licensor for inclusion
on Yahoo Cobranded Pages, of the categories listed  in EXHIBIT B attached
hereto.
     

     "LICENSOR SITE" shall mean the world wide web site entitled ZDNet and
any successor thereto.



     "POINTERS" shall mean headlines of Licensor articles from the Licensor
Content selected by Licensor with teaser copy from each such article.
     
     "YAHOO BRAND FEATURES" shall mean all trademarks, service marks, logos and
other distinctive brand features of Yahoo that are used in or relate to a Yahoo
Property, which are protected under U.S. copyright law or as to which Yahoo has
established trademark or trade dress rights, including, without limitation, the
trademarks, service marks and logos described in EXHIBIT B.

     "YAHOO COBRANDED  PAGES" shall mean those pages in the Yahoo Property that
reside on Yahoo server(s) that contain any Licensor Content and which shall
each be co-branded with both Licensor Brand Features and Yahoo Brand Features.

     "YAHOO PROPERTIES" shall mean any U.S. Yahoo branded or co-branded online
web site, including, without limitation, Internet guides, developed by Yahoo or
its Affiliates and distributed or made available by Yahoo or its Affiliates
over the Internet.



                                   EXHIBIT B
                                       
                               LICENSOR CONTENT

1.   Yahoo will include prominent Pointers throughout the Yahoo Properties in 
relevant areas, at the sole discretion of Yahoo; provided that in any area of 
the Yahoo Properties where Yahoo determines it is appropriate to include 
headlines of or links to Computing Content, Yahoo will make reasonably 
commercial efforts to include a Pointer (collectively, the "Covered Areas"). 
The Pointers will be placed more prominently in each of the Covered Areas 
than those pointing to similar content from any other third party content 
provider of Computing Content.  The Pointers will link (either textually or 
graphically, as Yahoo may determine at its sole discretion) to the Licensor 
Content from each such area. The Yahoo Cobranded Pages, accessed by clicking 
on the Pointers, will be co-branded with the Licensor Brand Features and the 
Yahoo Brand Features. Each party's Branded Features will be prominently 
positioned near the top of each Yahoo Cobranded Page as determined by Yahoo 
at its sole discretion, and will include prominent links to the Licensor 
Site, such links to be placed as determined by the parties.

     During the term of this Agreement, Yahoo shall not license for use on 
the Yahoo Property any Computing Content (including Pointers) of a nature 
different from that described in Section 3 of this Exhibit B (the "Additional 
Content") unless such opportunity is first discussed with Licensor. In the 
event that Yahoo receives a bona fide third party offer to provide Additional 
Content for the Yahoo Properties, or Yahoo desires to solicit interest from 
third parties in providing Additional Content, Yahoo shall deliver to 
Licensor a written notice (the "Discussion Notice") describing the material 
terms of such third party offer or of Yahoo's intended offer to third 
parties.  At Licensor's discretion, the parties will engage in good faith 
discussions concerning such opportunity.  If Licensor declines to commence 
discussions concerning such opportunity, or if after ten (10) days from the 
date of the Discussion Notice the parties have not after good faith 
negotiations reached agreement concerning the licensing of such Additional 
Content, Yahoo may license such Additional Content from a third party.  The 
foregoing shall not apply to any content which is to be an ancillary feature 
of a Premier Merchant Program of the type described in Section 7.3.

     During the term of this Agreement, Licensor shall not license for use on 
the Licensor Site any content organized into a browsable hierarchy from any 
major Internet search site ("Search Content") unless such opportunity is 
first discussed with Yahoo. In the event that Licensor receives a bona fide 
third party offer to provide Search Content for the Licensor Site or Licensor 
desires to solicit interest from third parties in providing Search Content, 
Licensor shall deliver to Yahoo a written notice (the "Search Notice") 
describing  the material terms of such third party offer or of Licensor's 
intended offer to third parties. At Yahoo's discretion, the parties will 
engage in good faith discussions concerning such opportunity, or if after ten 
(10) days from the date of the Search Notice the parties have not, after good 
faith negotiations, reached agreement concerning the licensing of Search 
Content, Licensor may license Search Content from a third party.



2.   Each Yahoo Cobranded Page will include prominent links to relevant areas 
of the Licensor Site. For example, a Pointer within the Software category of 
the Yahoo Property will link to a Yahoo Cobranded Page highlighting software, 
shareware and utilities that is downloadable from the Licensor Site.

3.   The parties have agreed on the following elements of content as the 
Licensor Content that will be delivered to Yahoo for incorporation into the 
Yahoo Cobranded Pages.  These feeds will be established as soon as is 
practical.

*0   ZDNet News stories
*1   Shareware features and rankings
*2   Anchordesk and Rumors and Comment stories
*3   Buying guide summaries (multi-product comparisons)
*4   Tech tips
*5   Featured hardware/software product of the week
*6   "First Look" segments from PC Magazine
*7   Single product reviews

Other elements may be added in the future as both parties agree to add them.



                            LICENSOR BRAND FEATURES
                                       
                                     ZDNET
                                  ZDNET Logo
                                       
                                       
                                       
                             YAHOO BRAND FEATURES
                                       
                                    Yahoo!
                              Yahoo related logos



                                  EXHIBIT C

                     DELIVERY AND TECHNICAL SPECIFICATIONS

CONTENT
  
1.   All Yahoo Cobranded Pages will reflect the general look and feel of the
     Yahoo Property on which such Cobranded Page resides or is linked from.
     The general look and feel (including layout and design) of the Yahoo
     Cobranded Pages and any Cobranded Pages will be mutually agreed to by the
     parties.

2.   Licensor will deliver the Licensed Content to Yahoo on a regular basis via
     e-mail or such other form as the parties may agree to from time to time.