Content Agreement - Lycos Inc. and Snap Technologies Inc.


CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS. 


                                CONTENT AGREEMENT

       This Agreement, dated as of January 30, 1999 (the "Effective Date"), is
made by and between Lycos, Inc., a Delaware corporation with a principal place
of business at 400-2 Totten Pond Road, Waltham, MA 02154 ("Lycos"), and Snap
Technologies, Inc., a California corporation with a principal place of business
at 101 Townsend Street, Suite 333, San Francisco, California 94107 ("Snap").

                                    RECITALS

       WHEREAS Lycos is the owner or licensee of certain Web services which are
accessible through the URLs www.lycos.com (the "Lycos Site"), www.tripod.com,
www.angelfire.com, www.mailcity.com and www.whowhere.com (all sites are
collectively referred to as the "Lycos Network"); and

       WHEREAS Snap operates an Internet site with a URL www.collegeedge.com
(the "Snap Site") that provides content regarding colleges and graduate schools
("Content"); and

       WHEREAS Lycos wants to establish a link from the Lycos Site to a
co-branded version of the Snap Site (the "Co-branded Site") in order to make the
Content easily accessible to Lycos' users; and

       WHEREAS Snap wants to establish the Co-branded Site and have it linked
to the Lycos Site in order to expose the Content to Lycos' users;

       NOW, THEREFORE, Lycos and Snap hereby agree as follows:

       1.   LINKS. Lycos will place links, at its sole discretion, from relevant
portions of the Lycos Site to the Co-branded Site. When Lycos creates an area of
the Lycos Network dedicated to educational content targeted to users under the
age of eighteen, Lycos will place a link to the Co-branded Site in such area.

       2.   CO-BRANDED SITE.

            a.    OPERATING AND SERVING. Snap shall launch the Co-branded Site 
on March 18, 1999 (the "Launch Date"), unless otherwise agreed to by the 
parties. Snap will operate and serve the Co-branded Site in a manner 
consistent with the present quality standards of Lycos and which meets 
response performance standards for Lycos users at least as good as those of 
the Lycos Site. In addition, Snap will be responsible for system operation 
software costs, hardware costs, and network costs. Snap will generate weekly
traffic reports and provide Lycos with traffic reports. Snap will be responsible
for integration of Lycos' ad serving software with the Co-branded Site. Snap
shall not sell or place advertisements or sponsorships on any page of the 
Co-Branded Site for any entity or person and shall not sell any merchandise or
other items on any page of the Co-branded Site without the prior approval of
Lycos. In addition, without Lycos' prior



*  Portions of this exhibit have been omitted and filed separately with the 
Commission pursuant to a request for confidential treatment under Rule 406.




approval, Snap shall not place a link to the Snap Site or any other site on the
Co-branded Site. Additional services and functionality that are developed by
Snap for the Snap Site (or any successor to it) will be provided by Snap at no
cost so that the Co-Branded Site is maintained at a level substantially equal to
the Snap Site as it appears from time to time. Lycos may elect not to include on
the Co-branded Site any such additional services and functionality. Lycos shall
have the right to provide online access to the Co-Branded Site to Lycos'
subsidiaries, joint venture partners of Lycos, and licensees of the Lycos Web
services.

            b.    LOOK AND FEEL; BRANDING. Lycos shall create and design the
"look and feel" of the Co-branded Site. The Co-branded Site shall include Snap's
logo (subject to Lycos' approval) displayed on each page, unless otherwise
agreed to by both parties. Lycos, in its sole discretion, shall determine the
URL of the Co-branded site.

       3.   ADVERTISING. In its sole discretion, Lycos will sell either or 
both advertising or sponsorships on the Co-branded Site. The Net Revenue from 
[*] will be split [*]. "Net Revenue" means [*]. Payment will be made in the 
month following the quarter in which Lycos actually receives the revenues. 
Snap will have the right, at its expense (except as provided below) to audit 
Lycos' books and records for the purpose of verifying Net Revenues. Such 
audits will be made not more than once per year, on not less than ten (10) 
days written notice, during regular business hours, by auditors reasonably 
acceptable to Lycos. If the auditor's figures reflect Net Revenues higher 
than those reported by Lycos, Lycos will pay the difference. If the auditor's 
figures vary more than 10% from the figures provided by Lycos, Lycos will 
also pay the reasonable cost of the audit.

       4.   TEASERS. Lycos may use portions of the Content to create "teasers"
to be displayed, in Lycos' sole discretion, throughout the Lycos Site to entice
users to view the Co-branded Site.

       5.   COLLEGE FEES. Snap will pay Lycos [*] of the fees (the "College 
Fees") charged by Snap to the colleges and universities whose applications 
are displayed on the Co-branded Site. Payment will be made in the month 
following the month in which Snap begins displaying a college's or 
university's application on the Co-branded Site. Snap will provide Lycos with 
monthly reports regarding the College Fees invoiced and collected during the 
prior month. Lycos will have the right, at its expense (except as provided 
below) to audit Snap's books and records for the purpose of verifying the 
College Fees. Such audits will be made not more than once per year, on not 
less than ten (10) days written notice, during regular business hours, by 
auditors reasonably acceptable to Snap. If the auditor's figures reflect 
College Fees higher than those reported by Snap, Snap will pay the 
difference. If the auditor's figures vary more than 10% from the figures 
provided by Snap, Snap will also pay the reasonable cost of the audit.



* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.




       6.   LICENSES. To the extent access to the Co-branded Site is deemed a 
use, public display, transmission, distribution or reproduction of the 
Content, or to the extent the Content is actually used, publicly displayed, 
transmitted, distributed or reproduced on the Lycos Site, Snap hereby grants 
Lycos a non-transferable (except as provided herein), royalty-free (except 
as provided herein), worldwide license to use, publicly display, transmit, 
distribute and reproduce the Content during the Term solely for the purposes 
described herein. In addition, subject to the terms and conditions of this 
Agreement, Lycos hereby grants Snap, and Snap hereby grants Lycos, the right 
to reproduce and display the other's logos, trademarks, trade names and other 
similar identifying material solely for the purposes described herein.

       7.   NO INFRINGEMENT. Each party has the right to enter into this
Agreement and to grant the licenses provided herein. Each party represents and
warrants that neither its Internet site nor any elements or parts thereof (other
than content placed on such site by a third party, of which the site owner does
not have actual knowledge) will violate or infringe upon the patent, copyright,
literary, privacy, publicity, trademark, service mark or any other personal or
property right of any person, nor will same constitute a libel or defamation of
any person or entity. EXCEPT FOR THE FOREGOING REPRESENTATIONS AND WARRANTIES,
NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABIITY OR OTHERWISE
WHICH WOULD EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.

       8.   INDEMNIFICATION. Each party agrees to indemnify and hold harmless
the other party and the other party's officers, directors, shareholders,
employees, accountants, attorneys, agents, affiliates, subsidiaries, successors
and assigns from and against any and all third party claims, damages,
liabilities, costs and expenses, including reasonable legal fees and expenses,
arising out of or related to any breach of any warranty, representation,
covenant or agreement made by the indemnifying party in this Agreement. The
foregoing indemnity is conditioned upon: prompt written notice by the
indemnified party to the indemnifying party of any claim, action or demand for
which indemnity is claimed; complete control of the defense and settlement
thereof by the indemnifying party; and such reasonable cooperation by the
indemnified party in the defense as the indemnifying party may request.

       9.   PRESS RELEASES. The parties may jointly prepare press releases
concerning the existence of this Agreement and the terms hereof. Otherwise, no
public statements concerning the existence or terms of this Agreement will be
made or released to any medium except with the prior approval of both parties or
as required by law.

       10.  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


* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.





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, 
the term "Confidential Information" specifically excludes (A) information 
that is now in the public domain or subsequently enters the public domain by 
publication or otherwise 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.

       11.  TERM. The term ("Term") of this Agreement will commence on the
Effective Date and continue until December 31, 2000 unless terminated earlier as
provided below. This Agreement will renew automatically for successive one year
periods unless either party gives written notice of non-renewal to the other
party at least thirty (30) days prior to any such renewal date.

       12.  TERMINATION. Either party may terminate this Agreement (a) if the 
other party files a petition for bankruptcy, becomes insolvent, or makes an 
assignment for the benefit of its creditors, or a receiver is appointed for 
the other party or its business; (b) upon the occurrence of a material breach 
of a material provision by the other party if such breach is not cured within 
thirty (30) days after written notice is received by the breaching party 
identifying the matter constituting the material breach; (c) upon thirty (30) 
days written notice if the other party's product or service, viewed as a 
whole, ceases to be competitive with substantially similar services then 
being offered by third parties; or (d) by mutual consent of the parties. In 
addition, Lycos may terminate this Agreement on [*] written notice.

       13.  RELATIONSHIP OF PARTIES. Snap and Lycos are independent 
contractors under this Agreement, and nothing herein will be construed to 
create a partnership, joint venture or agency relationship between them. 
Neither party has authority to enter into


* Portions of this exhibit have been omitted and filed separately with the 
  Commission pursuant to a request for confidential treatment under Rule 406.




agreements of any kind on behalf of the other.

       14.  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
Commonwealth of Massachusetts applicable to contracts entered into and wholly to
be performed within said state. Both parties hereby consent to the personal
jurisdiction of the Commonwealth of Massachusetts, acknowledge that venue is
proper in any state or Federal court in the Commonwealth of Massachusetts, agree
that any action related to this Agreement must be brought in a state or Federal
court in the Commonwealth of Massachusetts, and waive any objection it has or
may have in the future with respect to any of the foregoing.

       15.  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.

       16.  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.

       17.  LIMITATIONS OF LIABILITY. 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; PROVIDED THAT THIS SECTION DOES NOT 
LIMIT EITHER PARTY'S LIABILITY TO THE OTHER FOR (A) WILLFUL AND MALICIOUS
MISCONDUCT; (B) DIRECT DAMAGES TO REAL OR TANGIBLE PERSONAL PROPERTY; (C) 
BODILY INJURY OR DEATH CAUSED BY NEGLIGENCE; OR (D) INDEMNIFICATION OR 
CONFIDENTIALITY OBLIGATIONS HEREUNDER.

       18.  SURVIVAL. All terms of this Agreement which by their nature extend
beyond its termination remain in effect until fulfilled, and apply to respective
successors and assigns.


*  Portions of this exhibit have been omitted and filed separately with the 
Commission pursuant to a request for confidential treatment under Rule 406.




Executed as an instrument under seal as of the date first written above:

Snap Technologies, Inc.                   Lycos, Inc.


By:     /s/ Howard A. Berman              By:     /s/ Edward M. Philip
   ------------------------------------      -----------------------------------

Name:   Howard A. Berman                  Name:   Edward M. Philip
     ----------------------------------        ---------------------------------

Title:  E.V.P., C.O.O.                    Title:  C.O.O.
      ---------------------------------         --------------------------------

Date:   Feb. 5, 1999                      Date:   2/10/99
     ----------------------------------        ---------------------------------



*  Portions of this exhibit have been omitted and filed separately with the 
Commission pursuant to a request for confidential treatment under Rule 406.



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