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Published: 2008-03-26

First Amendment to License Agreement - American Lawyer Media Inc. and Law.com Inc.



     CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS
     DOCUMENT. CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY WITH THE
     SECURITIES AND EXCHANGE COMMISSION.


                      FIRST AMENDMENT TO LICENSE AGREEMENT


         This FIRST AMENDMENT TO LICENSE AGREEMENT is entered into as of the 6th
day of December, 2000 (the "AMENDMENT") by and among AMERICAN LAWYER MEDIA,
INC., a Delaware corporation, ("ALM") and LAW.COM, INC., a Delaware corporation
("LAW.COM").

                                    RECITALS

         WHEREAS, ALM and Law.com have entered into a Licensing Agreement dated
as of December 13, 1999, a copy of which is attached hereto as Exhibit A (the
"License Agreement"); and

         WHEREAS, ALM and Law.com desire to amend Section 5.4 of the License
Agreement concerning subscription pricing for the Publication Related Sites.

         NOW, THEREFORE, in consideration of the terms and conditions set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                  1. Definitions. Each initially capitalized term used herein
without definition shall have the meaning ascribed to such term in the License
Agreement.

                  2. Amendments. It is hereby agreed that Section 5.4 of the
License Agreement shall be amended, effective as of the date hereof, to read in
its entirety as follows:

         5.4       Subscriptions.

                  (a)      Pricing. [CONFIDENTIAL PORTION]

                  (b)      Selling. [CONFIDENTIAL PORTION] Subject to the terms
                  hereof, Law.com may sell its products and services to any firm
                  or group of individuals. Law.com shall provide ALM with a list
                  of parties to whom it has sold Group Subscriptions. Neither
                  party will attempt to sell the same Group Subscription into a
                  firm or group of individuals that has already purchased a
                  Group Subscription from the other party. Furthermore, neither
                  party will attempt to sell a renewal of a Group Subscription
                  to any subscriber that has already purchased the same Group
                  Subscription from the other party. Except for those firms
                  Law.com has current pending proposals to, prior to January 15,
                  2001, Law.com shall not sell any Group Subscriptions to any
                  person or entity which is an ALM Multiple 


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                  Subscriber. Law.com and ALM shall exchange lists of pending
                  proposals and the ALM list of Multiple Subscribers by December
                  8, 2000 (provided, in each case, such lists shall not be used
                  to sell products or as sales leads, and will be kept
                  confidential from any sales personnel). ALM shall not be
                  responsible for providing lists of Multiple Subscribers in
                  those States where Publication Related Sites have not yet been
                  converted to subscription sites. When such Publication Related
                  Sites are converted to subscription sites, ALM will have a two
                  week exclusive right to sell Group Subscriptions to any person
                  or entity which is an ALM Multiple Subscriber to the regional
                  publication located in the relevant State. For purposes of
                  this Agreement, an ALM Multiple Subscriber shall be defined as
                  any person or entity with two or more subscriptions to the
                  same publication delivered to the same address. Neither party
                  will disparage or encourage the cancellation of the other
                  party's products when selling to a subscriber or potential
                  subscriber including, but not limited to, urging cancellation
                  of a print or online product because all or a portion of the
                  information in the print or online product is available in the
                  other party's product. Upon request, each party will provide
                  to the other party copies of its advertising and marketing
                  materials to, inter alia, ensure compliance with this Section
                  5.4(b).

                  (c)      Billing and Customer Service. ALM will provide 
                  Law.com with copies of all contracts or invoices for
                  Individual Subscriptions, Group Subscriptions and PRS Bundles
                  sold by ALM promptly following execution of such agreements.
                  For Individual Subscriptions, Group Subscriptions and PRS
                  Bundles sold by ALM, Law.com will provide instructions on how
                  to subscribe to the product. ALM will instruct such
                  subscribers to follow the instructions provided by Law.com.
                  Each of ALM and Law.com will be responsible for billing
                  customers to whom they sold Individual Subscriptions, Group
                  Subscriptions or PRS Bundles. ALM will promptly remit to
                  Law.com its share of any fees billed by ALM in connection with
                  sales under this Section 5.4 (subject to any credits for trial
                  subscriptions, billing periods, bad debts, non-payments,
                  etc.). Law.com will promptly remit to ALM its share of any
                  fees billed by Law.com in connection with sales under this
                  Section 5.4 (subject to any credits for trial subscriptions,
                  billing periods, bad debts, non-payments, etc.). Law.com will
                  be responsible for providing customer service and support to
                  all subscribers for any Law.com product or service sold
                  pursuant to this Section 5.4.


                  3. Term of Amendment. This Amendment shall be in effect for
180 days from the date indicated above. Unless either party provides written
notice requesting cancellation of the Amendment within 30 days of its
expiration, the Amendment shall automatically renew for successive 180 day terms
until the License Agreement expires. If this Amendment expires prior to the
expiration of the License Agreement, the original language of Section 5.4 shall
supersede the language of this Amendment. Upon termination of this 


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Amendment, the parties will continue to be responsible for fulfilling their
obligations under this Amendment, including, without limitation, fulfilling
previously sold subscriptions for the term of subscription.

                  4. Full Force and Effect. Except as specifically modified or
amended by the terms of this Amendment, the License Agreement and all provisions
contained therein are, and shall continue, in full force and effect and are
hereby ratified and confirmed.

                  5. Counterparts. This Amendment may be executed in any number
of separate counterparts, each of which shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument.

                  1. Miscellaneous. This Amendment shall be binding upon all the
parties to the License Agreement and their respective successors and assigns.
This Amendment shall be governed by, and construed and enforced in accordance
with, the internal laws in effect in the State of New York.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                     AMERICAN LAWYER MEDIA, INC.

                                     By: ______________________________________
                                         Name:
                                         Title:

                                     LAW.COM, INC.

                                     By: ______________________________________
                                         Name:
                                         Title:


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