Cooperative Marketing Agreement - Loislaw.com Inc. and CDB Infotek


                        COOPERATIVE MARKETING AGREEMENT


     This COOPERATIVE MARKETING AGREEMENT (the 'Agreement') is entered into as
of the 17th day of November, 1999 by and between Loislaw.com, Inc.,
('LOISLAW.COM'), and CDB Infotek, a subsidiary of ChoicePoint Services Inc.
('CDB') with reference to the following facts.

     WHEREAS, CDB is the owner and operator of a proprietary electronic public
record information reference and retrieval system maintained on the World Wide
Web portion of the Internet ('CDB Site') containing certain data set forth on
Exhibit 'A' ('CDB Data'), which it provides to its legal market subscribers
('CDB Subscribers'); and

     WHEREAS, LOISLAW.COM is a legal publisher operating a proprietary
electronic law library maintained on the World Wide Web portion of the Internet
('LOISLAW.COM Site') containing certain data set forth on Exhibit 'B'
('LOISLAW.COM Data'), which it provides to its subscribers ('LOISLAW.COM
Subscribers'); and

     WHEREAS, CDB and LOISLAW.COM do not currently compete with each other, and
CDB and LOISLAW.COM desire to enter into a mutually beneficial arrangement so
they can better compete in their respective markets by offering enhanced
products and services; and

     WHEREAS, CDB desires to make certain CDB Data available to LOISLAW.COM
Subscribers who are eligible to become CDB Subscribers ('Referred Subscribers')
through the normal course of business and via a hotlinked URL connection to a
co-branded CDB maintained site on the World Wide Web portion of the Internet
('Co-Branded Site'), and LOISLAW.COM 

 
desires to provide access to the CDB Data to the Referred Subscribers, on the
terms and subject to the conditions set forth herein; and

     WHEREAS, LOISLAW.COM desires to make the LOISLAW.COM Data available to CDB
Subscribers through the normal course of business and via a hotlinked URL
connection to the LOISLAW.COM Site, and CDB desires to provide access to the
LOISLAW.COM Data to CDB Subscribers, on the terms and subject to the conditions
set forth herein.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound hereby, the
parties agree as follows:

     1.   Icon(s).  Each party shall provide the other with an icon(s) that
          represents the other party's web site. Each Party will incorporate the
          other party's icon(s) into its web site and will make such icon(s)
          visible to all customers accessing such web site. In order to
          facilitate such access, each party will supply the NIC registered
          address(es) of those server(s) that will be accessed when any users
          double-clicks the other party's icon(s).

     2.   Proprietary Interest.  Each party acknowledges that the other party's
          intellectual property, including without limitation, trademarks, logos
          or icons are proprietary to each party and are protected by applicable
          laws relating to copyright, trademark, patent and trade secrets. Each
          party agrees that no proprietary rights pass to the other party by
          virtue of this Agreement except for the right to incorporate each
          party's icon(s) on the other party's web site.

     3.   Grant to LOISLAW.COM.

          (a)  CDB hereby grants to LOISLAW.COM the right to offer to the
               LOISLAW.COM Subscribers the opportunity to become Referred

 
               Subscribers, as determined by CDB, and to access the CDB Data on
               the Co-Branded Site.

          (b)  LOISLAW.COM agrees that it will not offer data, which is the same
               or similar to the CDB Data, from other public records providers
               (except for data which may be offered by a subsidiary, parent, or
               affiliate of LOISLAW.COM) on the LOISLAW.COM Site, any other
               LOISLAW.COM site or any third party web site. Other public record
               providers include without limitation, LEXIS-NEXIS, West Group,
               Merlin, Dun & Bradstreet, DBT, Information America, U.S.
               Search.com, Inc. and any parent, subsidiary, or affiliate of
               each.

          (c)  LOISLAW.COM agrees to cooperate with CDB throughout the term
               hereof and to dedicate such resources as shall be necessary and
               reasonable to assist CDB in the automation, tracking, fulfillment
               and customer delivery of the CDB Data, without recourse to CDB
               for any costs or expenses incurred by LOISLAW.COM. CDB shall be
               responsible for all costs associated with the development and
               maintenance of the CDB Site, the Co-Branded Site and the link
               between the Co-Branded Site and the LOISLAW.COM Site, without
               recourse to LOISLAW.COM for any costs or expenses incurred by CDB
               in the development and maintenance of said sites.

          (d)  CDB shall have the exclusive right to determine whether
               LOISLAW.COM Subscribers qualify to become Referred Subscribers in
               order to access 

 
               CDB Data. CDB may in its sole discretion terminate any Referred
               Subscriber's access immediately for any reason.

          (e)  CDB shall perform for the Referred Subscribers all functions that
               it performs for its customers generally including customer
               service and training for qualified Referred Subscribers, and CDB
               shall act as the point of contact and communication with Referred
               Subscribers for CDB Data and services.

     4.   Use Limitations of the CDB Data.

          (a)  Both parties acknowledge that CDB, LOISLAW.COM and Referred
               Subscribers will be required to agree that CDB Data cannot be
               used for any consumer credit purposes, consumer insurance
               underwriting, employment purposes, tenant screening purposes, or
               for any other purpose(s) specified by the federal Fair Credit
               Reporting Act (15 U.S.C. Sec. 1681 et seq., as amended) or
               similar state or federal statute.

          (b)  LOISLAW.COM understands and acknowledges that CDB complies with
               the IRSG Principles and that compliance to IRSG Principles
               extends to the Referred Subscribers. LOISLAW.COM also understands
               and acknowledges that CDB has identified industry specific
               appropriate uses for which the CDB Data is to be used, and
               LOISLAW.COM understands and acknowledges that the IRSG Principles
               may be amended at any time and/or that other industry principles
               or CDB policies and procedures may be amended at any time, which
               may have the effect of either limiting or 

 
               expanding the ability of LOISLAW.COM or Referred Subscribers to
               use the CDB Data.

          (c)  LOISLAW.COM understands and acknowledges that the Referred
               Subscribers must agree to state their appropriate use for any CDB
               Data, prior to accessing it, must limit their use to those stated
               purposes, and must take appropriate measures so as to protect
               against the misuse of CDB's Data. Provided however, that
               LOISLAW.COM shall not be responsible, and shall have no
               liability, with respect to any misuse of CDB Data by a Referred
               Subscriber. LOISLAW.COM understands and agrees that in order to
               ensure compliance with IRSG Principles and other use limitations,
               CDB will conduct periodic audits and reviews of the Referred
               Subscriber activity and will, on a random basis, contact the
               Referred Subscribers to provide documentation of executed
               searches.

          (d)  LOISLAW.COM acknowledges that CDB and/or third parties retain all
               right, title and interest under applicable contractual, copyright
               and related laws in the CDB Data, and LOISLAW.COM and Referred
               Subscribers shall be required to use such CDB Data consistent
               with such right, title and interest of CDB.

          (e)  LOISLAW.COM further acknowledges that Referred Subscribers must
               agree not to reproduce, retransmit, republish or otherwise
               transfer for commercial purpose any CDB Data, except to employees
               whose duties reasonably relate to the legitimate business
               purposes for which the 

 
               information is requested. LOISLAW.COM acknowledges that Referred
               Subscribers shall warrant that they are the end users of the
               information.

     5.   Grant to CDB.

          (a)  LOISLAW.COM hereby grants to CDB the right to offer CDB
               Subscribers access to the LOISLAW.COM Data by way of the Co-
               Branded Site and/or the CDB Site.

          (b)  CDB agrees that it will not offer data, which is the same or
               similar to the LOISLAW.COM Data, from comprehensive electronic
               case law providers (except for data which may be offered by a
               subsidiary, parent or affiliate of CDB) on the Co-Branded Site,
               the CDB Site, or on another CDB or third party web site. Other
               comprehensive electronic case law providers include without
               limitation, LEXIS-NEXIS, West Group and any parent, subsidiary,
               or affiliate of each.

          (c)  CDB agrees to cooperate with LOISLAW.COM throughout the term
               hereof and to dedicate such resources as shall be necessary and
               reasonable to assist LOISLAW.COM in the automation, tracking,
               fulfillment and customer delivery of LOISLAW.COM Data, without
               recourse to LOISLAW.COM for any costs or expenses incurred by
               CDB. LOISLAW.COM shall be responsible for all costs associated
               with the development and maintenance of the LOISLAW.COM site and
               the link between the LOISLAW.COM Site and the CDB Site, without
               recourse to CDB for any costs or expenses incurred by LOISLAW.COM
               in the development and maintenance of said site.

 
          (d)  LOISLAW.COM shall perform for CDB Subscribers all functions that
               it performs for its customers generally, including without
               limitation, customer service and related functions, including
               training for all qualified CDB Subscribers, and LOISLAW.COM shall
               act as the point of contact and communication with CDB
               Subscribers for LOISLAW.COM Data and services.

          (e)  LOISLAW.COM grants to CDB the right to use LOISLAW.COM's merchant
               identification number for the orders placed by Referred
               Subscribers under this Agreement.
     6.   Pricing.

          (a)  Each party shall have the right at all times to determine the
               product it will offer, the prices to be charged by it for each
               product and the methods of sale and distribution of its products,
               it being the intention of the parties hereto to preserve in full
               CDB's unencumbered ownership of the CDB Data and the rights and
               benefits thereof and LOISLAW.COM's unencumbered ownership of the
               LOISLAW.COM data and the rights and benefits thereof.

               (i)  For each search purchased by a Referred Subscriber and
                    charged to LOISLAW.COM's merchant identification number, CDB
                    will receive $22.50 for each Comprehensive Business Search
                    and $11.70 for each Comprehensive Individual Search from
                    LOISLAW.COM.  LOISLAW.COM is free to determine the prices to
                    be charged for each product as stated above.  If a Referred

 
                    Subscriber stops accessing the Co-Branded Site and starts
                    accessing CDB Date directly from the CDB Site and is not
                    already a CDB Subscriber, then CDB agrees to pay LOISLAW.COM
                    10% of the payment made by Referred Subscriber to CDB for
                    each search of the CDB Data conducted by the Referred
                    Subscriber for a period of one (1) year after the initial
                    search.
               (ii) LOISLAW.COM agrees to pay to CDB a 30% commission for a
                    period of one (1) year from the initial (not renewal)
                    commencement date of any subscription (based on the price of
                    all the LOISLAW.COM products or services) sold by CDB and
                    licensed by LOISLAW.COM. The appropriate split on commission
                    for joint sales efforts will be determined on a case-by-case
                    basis.

          (b)  All fees for the previous month's activity are due within thirty
               (30) days after the end of that month.

     7.   Marketing and Sales Efforts.

          (a)  The parties hereby undertake to use their reasonable efforts
               during the Initial Term and any Renewal Term(s) to promote the
               availability of the other party's data, to undertake marketing
               and promotional activities both jointly and separately related
               thereto, and to make regular efforts to increase the number of
               Subscribers with access to each other's Sites. Without limiting
               the foregoing, each party shall advise its Subscribers on or
               about the Effective Date, either through notice, publication in
               its

 
               newsletter or the circulation of announcements of the
               availability of the CDB Data and the LOISLAW.COM Data.

          (b)  All marketing materials describing this agreement or relationship
               between the parties must be approved prior to production and
               distribution by both parties.

          (c)  Both parties agree to make joint sales calls to the largest 250
               law firms in the United States.

     8.   CDB Database Enhancement.  LOISLAW.COM agrees on a quarterly basis to
          update the CDB lawyer database with the lawyer address and law firm
          affiliation information that LOISLAW.COM has in its possession.

     9.   Representations and Warranties.

          (a)  CDB hereby represents and warrants to LOISLAW.COM that (i) it is
               a corporation duly organized and validly existing under the laws
               of the State of California, (ii) it has the right, authority, and
               ability to conduct its business as it is currently being
               conducted, (iii) to its knowledge, its license and distribution
               of the CDB Data to Referred Subscribers shall be in accordance
               with all applicable laws, regulations and ordinances, and (iv) to
               its knowledge, such license and distribution of the CDB Data to
               Referred Subscribers shall not infringe on the rights of any
               other person or entity.

          (b)  LOISLAW.COM hereby represents and warrants to CDB that (i) it is
               a corporation duly organized and validly existing under the laws
               of the State of Delaware, (ii) it has the right, authority, and
               ability to conduct its

 
               business as it is currently being conducted, (iii) to its
               knowledge, its licensing and distribution of the LOISLAW.COM Data
               to CDB Subscribers shall be in accordance with all applicable
               laws, regulations and ordinances, and (iv) to its knowledge, such
               licensing and distribution of the LOISLAW.COM Data by CDB shall
               not infringe on the rights of any other person or entity.

          (c)  Neither party shall be liable to the other party or any third
               party in contract, tort, or otherwise for any indirect,
               incidental, or consequential loss or damage.

          (d)  EACH PARTY COVENANTS AND PROMISES THAT IT WILL NOT SUE THE OTHER
               PARTY FOR OR SEEK PUNITIVE DAMAGES IN ANY SUIT. EACH PARTY DOES
               NOT MAKE AND HEREBY DISCLAIMS ANY WARRANTY EXPRESS OR IMPLIED.
               NEITHER PARTY GUARANTEES OR WARRANTS THE CORRECTNESS,
               COMPLETENESS, CURRENTNESS, MERCHANT ABILITY, OR FITNESS FOR A
               PARTICULAR PURPOSE OF THE DATA. NEITHER PARTY SHALL BE LIABLE TO
               THE OTHER PARTY OR TO ANY PERSON CLAIMING THROUGH IT FOR ANY LOSS
               OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART, BY SUCH
               OTHER PARTY'S NEGLIGENT ACTS OR OMISSIONS IN PROCURING,
               COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR
               DELIVERING THE DATA.

 
     10.  Breach of Representations and Warranties. Notwithstanding section
          9(c), in the event that either party breaches any of the
          representations and warranties made to the other party herein, or
          fails to perform any of its obligations contained in this Agreement,
          and if such breach or failure is not cured within 10 business days of
          written notice thereof (or if a cure is not commenced if such breach
          or failure is not readily curable within such period) and damages
          result therefrom, the non-breaching party shall be entitled to receive
          from a court of competent jurisdiction the entire amount of costs,
          claims, demands, damages, losses or liabilities incurred or suffered
          by such non-breaching party resulting from such breach or failure by
          the other party, including, without limitation, reasonable attorneys'
          fees and costs of suit incurred in defending any action brought by any
          person or entity as a result of such breach of failure, as such fees
          and costs are incurred.

     11.  Term and Termination.

          (a)  The term of this Agreement ('Term') shall be for an initial
               period of two (2) years (the 'Initial Term'), unless earlier
               terminated pursuant hereto, commencing on the date first set
               forth above ('Effective Date'). This Agreement shall
               automatically be renewed for additional one year periods (each a
               'Renewal Term') unless either party, within the 60 day period
               prior to the end of the Initial Term or of any Renewal Term,
               informs the other party of its intention not to renew this
               Agreement.

          (b)  Either party may terminate this Agreement and the rights granted
               hereunder at any time without any liability or obligation
               whatsoever: (i)

 
               upon One Hundred and Twenty (120) days prior written notice to
               the other party, or (ii) upon fifteen (15) business days prior
               written notice of a material breach of the other party, if such
               breach is not cured within such fifteen (15) business day period.

          (c)  If at any time during the Initial Term or any Renewal Term,
               applicable law or regulation, including the Individual Reference
               Services Group ('IRSG') Principles dated December 15, 1997 set
               forth at Exhibit 'C', restricts or forbids CDB's resale of the
               CDB Data or LOIS LAW. COM Data such that the benefit to CDB from
               this Agreement is materially reduced or eliminated, CDB shall
               have the right, in its discretion, to terminate this Agreement
               upon ten (10) days prior written notice to LOISLAW.COM.

          (d)  If LOISLAW.COM terminates this Agreement pursuant to paragraph
               (b) of this section, LOISLAW.COM agrees that it will not enter
               into the same or similar business arrangement offering data,
               which is the same or similar to the CDB Data, from any other
               public records provider for a period of one (1) year after the
               termination of this Agreement. If CDB terminates this Agreement
               pursuant to paragraph (b) of this Section, CDB agrees that it
               will not enter into the same or similar business arrangement
               offering data, which is the same or similar to the LOISLAW.COM
               Data, from any other comprehensive electronic case law provider
               for a period of one (1) year after the termination of this
               Agreement.

     12.  Miscellaneous.

 
          (a)  Notwithstanding any of the provisions of this Agreement, the
               relationship between the parties shall be that of independent
               contractors. No provision hereof shall be construed to imply the
               formation of a joint venture, partnership, agency relationship or
               any other joint relationship, and neither party shall have the
               right, power or authority to create any obligation, express or
               implied, on behalf of the other without its express prior written
               permission.

          (b)  This Agreement may be executed in one of more counterparts, each
               of which shall be deemed an original, but all of which together
               shall constitute one and the same document. This Agreement is
               entered into and shall be interpreted in accordance with the laws
               of the State of Georgia, without giving effect to the principles
               of conflicts of law thereof.

          (c)  All notices and other communications given or made pursuant
               hereto shall be in writing and shall be deemed to have been given
               or made when delivered personally or three business days after
               having been sent by registered or certified mail (postage
               prepaid, return receipt requested) or one business day after
               having been sent by Federal Express or other comparable
               nationally recognized overnight courier service (receipt
               requested), as follows:

                    Kyle D. Parker
                    Loislaw.com, Inc.
                    105 North 28th Street
                    Van Buren, AR  72956
                    Phone:  501-471-5581
                    Fax:  (501) 471-7145

 
                    If to CDB, to:

                    CDB Infotek
                    Six Hutton Centre, Suite 650
                    Santa Ana, CA  92707
                    Attn:  Legal Department
                    Telephone:  (714) 708-2000
                    Facsimile:  (714) 708-1021

                    With a copy to:

                    ChoicePoint Services Inc.
                    1000 Alderman Drive, MD71A
                    Alpharetta, GA 30005
                    Attn:  J. Michael de Janes, Esq.
                    Telephone:  (770) 752-5745
                    Facsimile:  (770) 752-5939

or such other persons or at such other addresses as either party shall have
designated by like notice in writing to the other party.

          (d)  If any provision of this Agreement shall be declared by any court
               of competent jurisdiction to be illegal, void or unenforceable,
               all other provisions of this Agreement shall not be affected and
               shall remain in full force and effect. The headings contained in
               this Agreement are inserted for convenience only and do not
               constitute a part of this Agreement. This Agreement (including
               Exhibits) constitutes the entire agreement among the parties
               hereto and supersedes all prior and contemporaneous agreements
               and understandings, both written and oral, between the parties
               hereto, with respect to the subject matter hereof.

          (e)  This Agreement shall inure to the benefit of and be binding upon
               the parties and their respective successors and assigns. Neither
               this Agreement nor any of the parties' rights, interests or
               obligations hereunder 

 
               shall be assignable by either party without the prior written
               consent of the other party, provided that no transfer of the
               capital stock or sale of all or substantially all of the assets
               of a party shall be considered an assignment hereunder. Any
               attempted assignment of this Agreement in breach of this
               provision shall be void and of no effect.

          (f)  In the event any dispute between the parties relating to
               enforcement or interpretation of this Agreement cannot be
               resolved, the parties hereby agree to have such dispute settled
               by arbitration conducted by a single arbitrator acceptable to
               both parties pursuant to the then current rules of the American
               Arbitration Association. Unless the arbitrator shall rule
               otherwise, each party shall pay its own expenses related to such
               arbitration and one-half of the costs of conducting the
               arbitration procedure.

          IN WITNESS WHEREOF, the parties hereto, by their duly authorized
officers, have executed this Agreement as of the day and year first above
written.

Loislaw.com, Inc.                            CDB Infotek


By: /s/ Kyle Parker                          By: /s/ J. Michael de Janes
    -----------------------------                -----------------------------

Name:   Kyle Parker                          Name:   J. Michael de Janes
        -------------------------                    -------------------------

Title:  C.E.O                                Title:  General Counsel
        -------------------------                    -------------------------

 
                               List of Exhibits


     Exhibit A:  Description of CDB Data Used by the Legal Market Segment
 
     Exhibit B:  Description of Loislaw.com Data

     Exhibit C:  Individual References Services Group Principles