Joint Venture Agreement - Lycos Inc. and Singapore Telecommunications Ltd.

                             JOINT VENTURE AGREEMENT

         THIS JOINT VENTURE AGREEMENT is made as of September 13, 1999 by and
between LYCOS, INC. ("Lycos"), a corporation organized under the laws of the
State of Delaware, United States of America, and SINGAPORE TELECOMMUNICATIONS
LIMITED ("SingTel"), a company incorporated under the laws of Singapore.

         RECITALS

         A. Lycos provides a World Wide Web navigation, search, directory, web
community and e-mail service which is supported by advertising and electronic
commerce. Lycos has exclusive worldwide rights to certain technology and knowhow
used in providing such service. Lycos is interested in providing a comparable
service, as culturally adapted and with suitable local content, for each of the
countries in the Territory (as defined below) through a joint venture with
SingTel.

         B. SingTel is interested in establishing such a joint venture with
Lycos, and has various knowledge, experience and resources which would be of
benefit to the joint venture.

         NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

         1. INCORPORATION OF THE COMPANY. As promptly as possible after the
execution of this Agreement, the parties shall cause a private limited liability
company to be incorporated under the laws of Singapore (the "Company") in
accordance with the following:

                  1.1 NAME. The name of the Company shall be "Lycos Asia Pte
Ltd" or such other name as may be agreed by the parties and approved by the
Singapore Registrar of Companies.

                  1.2 MEMORANDUM AND ARTICLES. The Memorandum of Association
(the "Memorandum") and Articles of Association (the "Articles") of the Company
shall, as to form and substance, be as agreed to between the parties in
connection with the incorporation of the Company.

                  1.3 AUTHORISED CAPITAL. [***]

                  1.4      INITIAL SUBSCRIPTION.

                           (a)      The Memorandum shall be subscribed by two 
(2) persons and the parties shall each appoint one person to act as its nominee
for such purpose. Such nominees will each agree in the Memorandum to subscribe
for one (1) Share. As soon as practicable after the allotment and issue of such
Shares to such nominees, the nominee appointed by Lycos shall 

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transfer his or her Share to Lycos and the nominee appointed by SingTel shall
transfer his or her Share to SingTel, and such transfers shall not be subject to
any restriction on transfer of Shares set forth in this Agreement or in the
Articles. 
                   (b) Within sixty (60) days after the incorporation of the 
Company, each of Lycos and SingTel shall simultaneously subscribe and pay for 
its complement of Initial Shares (as defined below) at the Initial 
Subscription Price (as defined in Section 2.2), at a total subscription 
price, expressed in U.S. Dollars, of [***]. The Initial Subscription Price
shall be paid by each party by wire transfer to the bank account of the 
Company and shall be received by the Company in clear funds within such sixty 
(60) day period. "Initial Shares" with respect to a party means the whole 
number of Shares determined by dividing the Initial Subscription Price by 
S$1.00.

                  1.5      INITIAL ADDRESS OF REGISTERED OFFICE.  The address of
the registered office of the Company shall  initially be as follows:

                                    31 Exeter Road
                                    #18-00, Comcentre
                                    Singapore 239732

                  1.6      FIRST DIRECTORS. The first Directors of the Company 
shall be the following two directors appointed by Lycos, and two directors
appointed by SingTel as promptly as possible after the date of this Agreement:

                                    Edward M. Philip
                                    Eric J. Gerritsen

                  1.7      FINANCIAL YEAR. The financial year of the Company 
shall conform to the fiscal year of Lycos, as in effect from time to time.

                  1.8      INCORPORATION COSTS AND EXPENSES. The parties hereto 
shall procure that the Company shall bear all costs and expenses directly
relating to the incorporation of the Company, including without limitation
registration fees, filing fees, notary fees, stamp duties and the like, and, to
the extent permitted by law, legal fees.

         2.       CAPITAL CONTRIBUTIONS.

                  2.1      CAPITAL COMMITMENT. [***]

                  2.2      INITIAL CAPITAL CONTRIBUTION. As used in 
this Agreement, "Initial Subscription Price" means the Singapore Dollar
equivalent of [cad 157]***[cad 179], as converted from US Dollars to Singapore 
Dollars at an exchange rate calculated and fixed on the date

                  *** A CONFIDENTIAL PORTION OF MATERIAL HAS BEEN OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



("Calculation Date") falling three (3) Business Days (as defined in Section 2.4)
prior to the scheduled payment date as being the average of the closing rates as
published by The Asian Wall Street Journal for the seven (7) Business Days
preceding (and excluding) the Calculation Date at which Singapore Dollars can be
purchased with US Dollars. Each of Lycos and SingTel shall make an initial
capital contribution to the Company by payment of the Initial Subscription Price
pursuant to Section 1.4.

                  2.3 MANDATORY ADDITIONAL CAPITAL CONTRIBUTIONS. After each 
of the parties has made its initial capital contribution to the Company as 
required under Section 2.2, each of the parties shall, from time to time in 
accordance with the capital contribution schedule set forth in the attached 
EXHIBIT A, contribute additional capital to the Company up to a maximum 
amount not to exceed [***] for each of Lycos and SingTel, for a total maximum 
aggregate additional amount of 
[A CONFIDENTIAL PORTION OF MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION.] Each additional capital contribution
to be made by the parties under this Section 2.3 shall be made by wire 
transfer to the bank account of the Company in Singapore Dollars at an 
exchange rate calculated and fixed on the date ("Relevant Calculation Date") 
falling three (3) Business Days prior to the scheduled payment date as being 
the average of the closing rates as published by The Asian Wall Street 
Journal for the seven (7) Business Days preceding (and excluding) the 
Relevant Calculation Date at which Singapore Dollars can be purchased with US 
Dollars.

                  2.4 BUSINESS DAY. As used in this Agreement, "Business Day"
means a day (other than a Saturday or a Sunday or public holiday) on which banks
are open for business in Singapore; provided, however, that if any payment
obligation of Lycos hereunder falls due on a date on which banks are not open
for business in New York City, the due date for such payment shall automatically
be extended to the next date on which banks are open for business in New York
City and Singapore.

                  2.5 NO FRACTIONAL SHARES. In the event any capital
contribution amount after conversion from US Dollars to Singapore Dollars
results in either of the parties being entitled to fractional parts of a Share,
the fractional entitlement shall be disregarded and such party shall be allotted
and issued such maximum whole number of Shares as corresponds to the relevant
capital contribution amount paid by such party, with the excess funds relating
to the fractional parts of a Share to be refunded to such party.

                  2.6 VOLUNTARY ADDITIONAL CAPITAL CONTRIBUTIONS. Neither party
shall be required or permitted to make any capital contribution to the Company
in excess of its commitment amount as required under Section 2.1 unless by
mutual agreement.

         3.       LICENSES.

                  3.1 INITIAL LYCOS LICENSES. Within seven (7) days after the
incorporation of the Company, Lycos shall enter into a license agreement with
the Company in the form attached as EXHIBIT B (the "Local Searchservice
Agreement"), and cause Tripod, Inc. to enter into a license agreement with the
Company in the form attached as EXHIBIT C (the "Tripod Agreement"). As promptly
as possible after the incorporation of the Company, Lycos shall (a) 

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WITH THE SECURITIES AND EXCHANGE COMMISSION.



enter into a license agreement with the Company in substantially the form of 
the attached EXHIBIT B, but as modified to provide for the licensing of the 
MyLycos technology, to provide for lump sum royalties in the amount of [***]
with respect to the initial English version of MyLycos and [***] with respect 
to the initial Chinese double byte version of MyLycos, and to omit the 
provision for termination in the event of failure to agree on "Commercial 
Readiness", and (b) cause WhoWhere, Inc. to enter into a license agreement 
with the Company in substantially the form of the attached EXHIBIT B, but as 
modified to provide for the licensing of the MailCity technology, to provide 
for lump sum royalties in the amount [***] of with respect to the initial 
English version of MailCity and with respect to the initial Chinese double 
byte version of MailCity, and [***] to omit the provision for termination in 
the event of failure to agree on "Commercial Readiness" (the four aforesaid 
agreements, collectively, the "Lycos License Agreements").

                  3.2 ADDITIONAL PROPERTIES OF LYCOS AND ITS AFFILIATES. Lycos
agrees that neither Lycos nor any of its Affiliates (as defined in Section
21.14) will grant to any third party, or itself exercise, any right or license
to offer, operate or maintain any service or feature from time to time offered
by Lycos at or by any Affiliate of Lycos at a web site linked to on a networked
basis (other than MyLycos, Tripod, MailCity or any search, navigation and
directory service offered by Lycos under the "Lycos" brand name) which Lycos or
such Affiliate is free to license to third parties, at a website including a
country designation for any country in the Territory or at any other website
which specifically targets residents in any country in the Territory unless
Lycos or such Affiliate first offers to grant to the Company, on most favored
customer terms (which may include payment of a lump sum royalty on a most
favored customer basis), the right and license to offer, operate and maintain
such features or services at the local websites at which the Company offers its
services and the Company shall have failed to accept such offer within sixty
(60) days after such offer is made, or, notwithstanding the good faith efforts
of the parties, shall have failed to enter into a mutually acceptable license
agreement with Lycos or such Affiliate within ninety (90) days after such offer
is made.

                  3.3 PROPERTIES OF SINGTEL AND ITS AFFILIATES. SingTel agrees
that neither SingTel nor any of its Affiliates will grant to any third party, or
itself exercise, any right or license to offer, operate or maintain any Internet
content properties acquired, licensed or developed by SingTel or its Affiliates
after the date of this Agreement, at a website including a country designation
for any country in the Territory or at any other website which specifically
targets residents in any country in the Territory unless SingTel or such
Affiliate first offers to grant to the Company, on most favored customer terms
(which may include payment of a lump sum royalty on a most favored customer
basis), the right and license to offer, operate and maintain such Internet
content property at the local websites at which the Company offers its services
and the Company shall have failed to accept such offer within sixty (60) days
after such offer is made, or, notwithstanding the good faith efforts of SingTel
and the Company, shall have failed to enter into a mutually acceptable license
agreement with SingTel or such Affiliate within ninety (90) days after such
offer is made. SingTel further agrees that a provision to the effect of this
Section 3.1, and an exclusivity provision comparable to Section 2.2 of the Local
Searchservice Agreement, shall be included in any license agreement for Internet
content 

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WITH THE SECURITIES AND EXCHANGE COMMISSION.



properties hereafter entered into between SingTel or any of its Affiliates and
the Company, whether entered into pursuant to this Section 3.3 or otherwise. 

         4.       DURATION AND SURVIVAL.

                  4.1 DURATION. This Agreement shall commence and be effective
from the date hereof and continue in effect until the earlier to occur of any of
the following events, upon the occurrence of which this Agreement shall
terminate:

                           (a)      the voluntary written agreement of the 
parties to terminate this Agreement;

                           (b)      the dissolution of the Company pursuant to 
the provisions of this Agreement or otherwise;

                           (c)      the purchase by Lycos of all of the ordinary
shares in the capital of the Company registered in the name of SingTel or any of
its Affiliates pursuant to the provisions of this Agreement or otherwise;

                           (d)      the making of any order by the High Court of
the Republic of Singapore for the winding up or judicial management of the
Company, or the passing of any special resolution by the shareholders of the
Company for the winding up or liquidation of the Company;

                           (e)      the acquisition of all of the ordinary 
shares in the capital of the Company by a third party, or the acquisition of the
Company by a third party by means of merger or consolidation resulting in the
exchange of any ordinary shares for securities issued, or caused to be issued,
by the acquiring entity;

                           (f)      the listing of the shares in the capital of 
the Company on any stock exchange; or

                           (g)      the termination of the Local Searchservice 
Agreement pursuant to Section 6.2 thereof or the Tripod Agreement pursuant to
Section 5.2 thereof.

                  4.2      SURVIVAL.  The provisions of  Section 15 shall 
survive the termination of this Agreement.

         5.       PARTIES AS SHAREHOLDERS.

                  5.1 EXERCISE OF RIGHTS. Each of the parties, in its capacity
as a shareholder of the Company, shall exercise, or refrain from exercising, any
of its voting rights as a shareholder of the Company and any of its rights to
appoint and remove Directors, so as to insure the adoption of any and every
resolution of shareholders necessary to give effect to the provisions of this
Agreement and to insure that no resolution of shareholders is adopted in
violation of the provisions of this Agreement.



                  5.2      COMPLIANCE BY DIRECTORS.

                           (a)      Each party shall cause the Directors which 
such party has the right to designate under this Agreement to act or refrain
from acting, in their capacity as Directors, so as to observe, comply with and
give effect to the provisions of this Agreement.

                           (b)      The failure of a Director to act or refrain 
from acting, in his or her capacity as a Director, so as to observe, comply with
and give effect to the provisions of this Agreement shall constitute a breach of
this Agreement by the party for which such Director is designee.

                  5.3 PREVALENCE OF AGREEMENT. In the event of any inconsistency
or conflict between the provisions of this Agreement and the provisions of the
Memorandum or Articles, the parties shall give effect to the provisions of this
Agreement.

         6.       MANAGEMENT.

                  6.1      DIRECTORS.

                           (a)      As used in this Agreement:

                                    (i)     "Additional Appointment Date" shall 
mean the earlier of (A) either (1) the third anniversary date of the date of
incorporation of the Company or (2) the first Business Day of the financial year
of the Company in which the third anniversary date of the date of incorporation
of the Company falls, as Lycos may decide, or (B) the date on which SingTel
completes a sale of the SingTel Shares (as defined in Section 20.1) pursuant to
Section 20; and

                                    (ii) "Initial Period" shall mean the period
commencing from the date of incorporation of the Company and ending on the
Additional Appointment Date.

                           (b)      At all times during the Initial Period, the
Company shall have four (4) Directors, two (2) of whom shall be designated by
Lycos and two (2) of whom shall be designated by SingTel.

                           (c)      At all times after the Initial Period, the
Company shall have (without necessity of amending the Memorandum or the Articles
at the expiration of the Initial Period to make provision therefor) five (5)
Directors, three (3) of whom shall be designated by Lycos and two (2) of whom
shall be designated by SingTel.

                           (d)      Lycos and SingTel shall cast their votes as 
shareholders of the Company to elect Directors in accordance with the
requirements of Section 6.1(b) or (c), as applicable. Neither party shall cast
its votes as a shareholder of the Company to remove a Director designated by the
other party without the written consent of the other party.







                           (e)      The Company shall have a Chairman of the 
Board, who shall be one of the acting Directors of the Company. The Chairman of
the Board shall preside at all meetings of the Board of Directors of the Company
(the "Board") at which the Chairman of the Board is present, but otherwise shall
not have any powers, rights, duties or authorities which are different from the
powers, rights, duties and authorities of any of the other Directors. The right
to appoint the Chairman of the Board shall rotate between Lycos and SingTel, and
Lycos shall have the right to appoint the first Chairman of the Board. Upon
appointment by either Lycos or SingTel, the Chairman of the Board shall hold
such office for the period from the conclusion of one annual general meeting of
shareholders until the conclusion of the next following annual general meeting
of shareholders, except that the first appointed Chairman of the Board shall
hold such office from the date of the first Board meeting held after the
incorporation of the Company to the conclusion of the first annual general
meeting of shareholders.

                           (f) A Director shall be entitled at any time and from
time to time to appoint any person to act as his or her alternate and to
terminate such appointment, in each case in accordance with the applicable
provisions of the Articles. From the time of appointment until the termination
of such appointment, any such alternate director shall be entitled to receive
notices of meetings of the Board, to attend meetings of the Board (whether or
not the Director appointing him or her is present at any such meeting) and
generally to exercise all of the powers, rights, duties and authorities and
perform all of the functions of the appointing Director, except that he or she
shall not be entitled to vote at any meeting at which the appointing Director is
present. In the event that the appointing Director is not present at any meeting
of the Board, such alternate director shall be entitled to exercise the vote of
the appointing Director at such meeting, and if such alternate director
represents more than one Director, such alternate director shall be entitled to
one vote for every Director he or she represents who is not present at such
meeting.

                  6.2 DECISIONS BY THE BOARD OF DIRECTORS. The quorum necessary
for the transaction of any business of the Board shall be four (4) Directors,
two of whom are Directors appointed by Lycos and two of whom are Directors
appointed by SingTel. All decisions or actions taken by the Board shall require
the affirmative majority vote of the Directors present at the meeting; provided,
however, that any resolution of the Directors with regard to short notice of
meetings of the Board shall require the approval of all of the Directors; and
provided further that effective upon and from the expiration of the Initial
Period the unanimous affirmative vote of all of the Directors shall be required
with respect to any of the following matters:

                           (a)      the entry or participation by the Company in
any business which is not within the scope of the business described in Section
7.2;

                           (b)      the authorization, creation, allotment or 
issuance of any shares, or classes or series of shares, in the capital of the
Company or any securities or debentures of the Company (other than the allotment
and issuance of Shares pursuant to Section 2.2 and Section 2.3), the issuance or
grant of any option over the unissued share capital of the Company, or any
change in the capital structure of the Company or the rights, preferences and
privileges of any shares, or classes or series of shares, in the capital of the
Company;



                           (c)      the merger, consolidation, amalgamation or 
other such combination of the Company with any other entity, the
recapitalization of the Company, the redemption, repurchase or cancellation of
any securities of the Company, or a sale of all or substantially all of the
assets of the Company;

                           (d)      the giving or provision by the Company of 
any guarantees or indemnities, other than guarantees or indemnities necessary to
secure borrowing or indebtedness of the Company or its Affiliates in the
ordinary course of business, and any extension of credit or the making of any
loans to any person or entity other than in the ordinary course of business;

                           (e)      any transactions or agreements by the 
Company other than in the ordinary course of business and on arms-length terms
with:

                                    (i)     any shareholder;

                                    (ii)    any Affiliate of any shareholder;

                                    (iii)   any Director or officer of the 
Company;

                                    (iv)    any director or officer of any 
shareholder or any Affiliate of any shareholder;

                                    (v)     any person who is a spouse, child or
stepchild of the persons referred to in subparagraphs (iii) or (iv) above; or

                                    (vi) any body corporate as to which the
persons referred to in subparagraphs (iii) or (iv) above are interested in
shares in the share capital of such body corporate of a nominal value equal to
at least twenty percent (20%) of such share capital or are entitled to exercise
or control the exercise of more than twenty percent (20%) of the voting power at
any general meeting of such body corporate;

                           (f)      any material modification of any transaction
or any material amendment of any agreement subject to Section 6.2(e);

                           (g)      any delegation of any powers of (or ceding 
of control by) the Board to (i) any committee of Directors, or (ii) any person,
including any officer of the Company, with respect to any matter requiring the
unanimous affirmative vote of the Directors as set forth in this Section 6.2;

                           (h)      the declaration of any dividends or other 
distributions of profits of the Company; or

                           (i)      any amendment to the Memorandum or the 
Articles.

                  6.3      MEETINGS OF DIRECTORS.



                           (a)      The Company shall bear all reasonable 
expenses of Directors in connection with their attendance at meetings of the
Board, including without limitation travel, lodging and meals. Unless otherwise
agreed by the parties, the location of meetings of the Board shall alternate
between a location in Asia, as designated by SingTel from time to time, and a
location in the United States, as designated by Lycos from time to time.

                           (b)      Meetings of the Board shall be held at such 
times as the Board shall determine. A meeting of the Board shall be held at
least four (4) times per year. Not less than seven (7) days' notice (or such
shorter period of notice in respect of any particular meeting as may be agreed
unanimously by all Directors) specifying the date, place and time of the meeting
and the business to be transacted at such meeting shall be given to all
Directors.

                           (c)      All or any of the Directors may participate 
in a meeting of the Board by means of a conference telephone or any
communications equipment which allows all persons participating in the meeting
to hear one another. A person so participating shall be deemed to be present in
person at the meeting and shall be entitled to vote or be counted in a quorum
accordingly. Any meeting of the Board in which one or more of the Directors
participates by conference telephone or other communications equipment shall be
deemed to take place at the site where the largest number of participating
Directors are present, or if there is no site at which the number of
participating Directors present exceeds the number of participating Directors
present at each other site at which participating Directors are present, at the
site where the Chairman of the Board is located.

                           (d)      Any action required or permitted to be taken
by the Board may be taken by a resolution in writing signed by all of the
Directors, except that after the Initial Period any action required or permitted
to be taken by the Board (other than any action requiring the unanimous approval
of all of the Directors pursuant to Section 6.2) may be taken by at least four
(4) Directors, two (2) of whom are Directors appointed by Lycos and two (2) of
whom are Directors appointed by SingTel. Any such resolutions may be executed in
counterparts, and copies of such resolutions transmitted by facsimile shall have
the same effect as the originals.

                  6.4 MINUTES OF MEETINGS. Minutes of meetings of the Board and
meetings of the shareholders of the Company, including records of all
resolutions adopted and all actions taken by the Board or the shareholders of
the Company, shall be in English.

                  6.5 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer or
such other position as shall constitute the most senior executive position of
the Company (the "Chief Executive Officer") shall be as designated by SingTel.
The Chief Executive Officer shall have internal control over the day-to-day
affairs of the Company, including without limitation (a) the Company's incurring
or making of any capital expenditures, (b) the Company's acquisition of any
assets or property, or (c) the Company's creation of any security interest or
encumbrance over any of its assets or properties.




                  6.6 CHIEF OPERATING OFFICER. The Chief Operating Officer or
such other position as shall constitute the second most senior executive
position of the Company (the "Chief Operating Officer") shall be as designated
by Lycos.

                  6.7 MANAGEMENT PERSONNEL. Except as provided in Sections 6.5
and 6.6, the management personnel of the Company shall be as designated by the
Chief Executive Officer in consultation with the Chief Operating Officer.

                  6.8 BUSINESS PLANS AND STRATEGIES. The management team of the
Company shall have responsibility for developing and executing the business
plans and strategies of the Company. The annual business plans, and any proposed
diversification of or other material change to the business of the Company (as
such business is described in Section 7.2), shall be subject to the internal
approval of the Chief Executive Officer, who may in his discretion, subject
always to the best interests of the Company, make all final decisions with
respect thereto. Only the Chief Executive Officer shall submit to the Board for
its approval the annual business plans for the Company, any variations of any
such approved annual business plans, and any proposed diversification of or
other material change to the business of the Company (as such business is
described in Section 7.2).

         7. BUSINESS OF THE COMPANY.

                  7.1 TERRITORY. For purposes of this Agreement, "Territory"
means the following countries, except any of such countries otherwise excluded
under the provisions of Section 7.4:

                           (a)      Singapore, Hong Kong, Peoples' Republic of 
China, Taiwan, Malaysia and India (collectively, "Tier One Countries");

                           (b)      Thailand, Philippines and Brunei 
(collectively, "Tier Two Countries"); and

                           (c)      Indonesia, Vietnam, Laos, Myanmar and 
Cambodia (collectively, "Tier Three Countries").

                  7.2 BUSINESS PURPOSE. The business purpose of the Company
shall be, and the parties have entered into this Agreement for the purpose of
forming the Company to engage in, the following activities, directly or through
Licensee Subsidiaries or Licensee Affiliates (as such terms are defined below)
established pursuant to Section 8 or other sublicensees where permitted under
the Lycos License Agreements:


                           (a)      to provide, at a local site for each country
in the Territory, a "Lycos" branded World Wide Web navigation, search,
directory, web community and e-mail service which has the "look and feel" of the
World Wide Web navigation, search, directory, web community and e-mail service
offered by Lycos at and web sites linked to on a networked basis, but which is
adapted culturally and in local content to be 




suitable for, and is in a suitable language or languages for, each such 
country (collectively, the "Service");

                           (b)      to generate revenue from all sources 
relating to the Service, including without limitation revenue from the sale of
advertising and from electronic commerce; and

                           (c)      to engage in all business activities 
relating to the development, maintenance, support, enhancement and promotion of
the Service, including without limitation the development and acquisition of
local content and the development and expansion of distribution channels for the
Service.

For the avoidance of doubt, the Lycos branding and "look and feel" of the
Service as referred to in paragraph (a) of this Section 7.2 shall not preclude
the use of separate brand identities for established properties licensed by
Lycos or its Affiliates to the Company under the Lycos License Agreements or
otherwise, for established properties licensed by SingTel or its Affiliates to
the Company, for established properties acquired by the Company from third
parties or for new properties developed by the Company.

                  7.3      ROLL-OUT SCHEDULE.

                           (a)      Unless otherwise agreed by the parties from 
time to time, the Service shall be initiated first in Tier One Countries, then
in Tier Two Countries and finally in Tier Three Countries. Subject to Section
7.3 (b), any of the Tier One Countries for which the Service is not initiated on
or before September 30, 2000, any of the Tier Two Countries for which the
Service is not initiated on or before December 31, 2000, and any of the Tier
Three Countries for which the Service is not initiated on or before March 31,
2001 shall thereupon be automatically excluded from the Territory and from the
business activities of the Company.

                           (b) If the Company fails to meet the deadline set 
forth in Section 7.3(a) with respect to any country included in the Territory 
and such failure is solely attributable to (i) events beyond the control of 
the Company, including without limitation acts of God, war, invasion, 
rebellion, revolution, insurrection, civil commotion, civil war, acts of 
government, earthquakes, fire, lightning, storms, floods, unusually severe 
weather conditions, natural disasters, strikes, lockouts, boycotts, labor 
disputes, terrorism, sabotage, arson, and the like, (ii) the failure of the 
Company (or any Licensee Subsidiary or Licensee Affiliate established for 
such country), notwithstanding its diligent efforts, to obtain from any 
government, regulatory or administrative body any license, approval or permit 
required with respect to such country, or (iii) the failure of Lycos and/or 
its Affiliates to timely perform their respective obligations under the Lycos 
License Agreements, then such deadline shall be extended by a reasonable 
period of time having regard to the circumstances of the delay.

                  7.4 ACQUISITION OF ADDITIONAL PROPERTIES. The Company shall
not be permitted to acquire from a party other than Lycos, SingTel or their
respective Affiliates any Internet content properties which are similar or
identical to any Internet content properties of Lycos, 




SingTel or their respective Affiliates not then licensed to the Company unless
the Company first offers to acquire from Lycos, SingTel or such Affiliate, on
most favored customer terms (which may include payment of a lump sum royalty on
a most favored customer basis), the right and license to offer, operate and
maintain such Internet content property at the local webites at which the
Company offers its services and Lycos, SingTel or such Affiliate of Lycos or
SingTel, as applicable, shall have failed to accept such offer within sixty (60)
days after such offer is made, or, notwithstanding the good faith efforts of the
parties, shall have failed to enter into a mutually acceptable license agreement
with the Company within ninety (90) days after such offer is made.

                  7.5      EMPLOYEES. The Company shall hire and engage such
employees as shall be required from time to time to carry out its business
purposes.

                  7.6      ACCOUNTING MATTERS AND BOOKS AND RECORDS.

                           (a)      The Company shall be required to keep 
accurate books of account and financial and related records in accordance with
both United States and Singapore generally accepted accounting principles,
consistently applied. Upon reasonable prior notice and during normal business
hours, the Company shall be required to make available at its principal office
in Singapore for inspection by Lycos and SingTel, and their designated
representatives, the books of account and records of the Company.

                           (b)      The auditors for the Company shall be KPMG 
Peat Marwick or such other internationally recognized firm of certified public
accountants as may be designated by Lycos from time to time.

                           (c)      Within twenty (20) days after the end of the
calendar month in which the Company commences to transact business, and within
twenty (20) days after the end of each calendar month thereafter, the Company
shall be required to provide to Lycos, for the calendar month then ended,
unaudited financial statements, prepared in accordance with United States
generally accepted accounting principles, for the Company and each Licensee
Subsidiary and Licensee Affiliate then existing.

                           (d)      Within thirty (30) days after the end of 
each financial year of the Company, the Company shall be required to provide to
Lycos, for the financial year then ended, unaudited financial statements,
prepared in accordance with United States generally accepted accounting
principles, for the Company and each Licensee Subsidiary and Licensee Affiliate
then existing.

                           (e)      Within ninety (90) days after the end of
each financial year of the Company which ends during or concurrently with the
expiration of the Initial Period, and within sixty (60) days after the end of
each financial year of the Company which ends after the Initial Period, the
Company shall be required to provide to Lycos, for the financial year then
ended, audited financial statements, prepared in accordance with United States
generally accepted accounting principles, for the Company and each Licensee
Subsidiary and Licensee Affiliate then existing.





         8.       LICENSEE SUBSIDIARIES AND LICENSEE AFFILIATES.

                  8.1      LICENSEE SUBSIDIARIES.

                           (a)      Subject to the approval of the Board of 
Directors of the Company, the Company may establish wholly-owned corporate
subsidiaries to engage in the business described in Section 7.2 with respect to
one or more specific countries included in the Territory (collectively,
"Licensee Subsidiaries").

                           (b)      Except as may be otherwise required by 
applicable local law, the composition of the board of directors of any Licensee
Subsidiary shall be determined in accordance with this paragraph. The number of
Lycos designated directors and the number of SingTel designated directors
appointed to the board of directors of any Licensee Subsidiary shall be the same
as the number of Lycos designated Directors and the number of SingTel designated
Directors, respectively, appointed to the Board of Directors of the Company.

                           (c)      Except as may be otherwise required by 
applicable local law, all matters set forth in subparagraphs (a) through (i) of
Section 6.2 shall require the unanimous affirmative vote of all of the directors
of any Licensee Subsidiary (and for this purpose each reference to the "Company"
in subparagraphs (a) through (i) of Section 6.2 shall be deemed to be a
reference to such Licensee Subsidiary).

                           (d)      Lycos and SingTel agree that any sublicense 
granted to a Licensee Subsidiary under the Lycos License Agreements shall be
royalty-free, provided that the Company shall be permitted to recapture from any
Licensee Subsidiary any cost items for technical assistance, referrals, catalog
generation or the like benefitting such Licensee Subsidiary and chargeable to
the Company.

                           (e)      The financial year of each Licensee 
Subsidiary shall conform with the fiscal year of Lycos, as in effect from time
to time, and each Licensee Subsidiary shall be required to maintain its books of
account and financial and related records both in accordance with United States
generally accepted accounting principles and in accordance with such other
accounting system as may be imposed by local requirements. 

                  8.2      LICENSEE AFFILIATES.

                           (a)      Subject to the approval of the Board of 
Directors of the Company, the Company may establish affiliated corporate
entities as to which the Company owns at least fifty percent (50%) and less than
one hundred percent (100%) of all voting interests and neither Lycos nor SingTel
directly or indirectly owns any voting interest other than through the Company,
to engage in the business described in Section 7.2 with respect to one or more
specific countries included in the Territory (collectively, "Licensee
Affiliates").

                           (b)      Except as may be otherwise required by 
applicable local law, the composition of the board of directors of any Licensee
Affiliate shall be determined in accordance 





with this paragraph. During the Initial Period, the board of directors of any
Licensee Affiliate shall at all times have six directors, four of which shall be
appointed by the Company. Lycos shall have the right to appoint two of the four
directors to be appointed by the Company and SingTel shall have the right to
appoint two of the four directors to be appointed by the Company. After the
Initial Period, the board of directors of any Licensee Affiliate shall at all
times have five directors, three of which shall be appointed by the Company.
Lycos shall have the right to appoint two of the three directors to be appointed
by the Company and SingTel shall have the right to appoint one of the three
directors to be appointed by the Company.

                           (c)      Except as may otherwise be required by 
applicable local law, all matters set forth in subparagraphs (a) through (i) of
Section 6.2 shall require the unanimous affirmative vote of all of the directors
of any Licensee Affiliate (and for this purpose each reference to the "Company"
in subparagraphs (a) through (i) of Section 6.2 shall be deemed to be a
reference to such Licensee Affiliate), and all other matters shall require a
greater than 66 2/3% vote of all of the directors of any Licensee Affiliate.

                           (d)      Lycos and SingTel agree that any sublicense 
granted to a Licensee Affiliate under the Lycos License Agreements shall be
royalty-free, provided that the Company shall be permitted to recapture from any
Licensee Affiliate any cost items for technical assistance, referrals, catalog
generation or the like benefitting such Licensee Affiliate and chargeable to the
Company.

                           (e) The financial year of each Licensee Affiliate
shall conform with the fiscal year of Lycos, as in effect from time to time, and
each Licensee Affiliate shall be required to maintain its books of account and
financial and related records both in accordance with United States generally
accepted accounting principles and in accordance with such other accounting
system as may be imposed by local requirements.

         9. LISTING. The parties intend that shares of the Company be listed on
a local Singapore exchange or on an appropriate foreign exchange (such as
NASDAQ) as soon as practically feasible after the Company's first full year of
business. The parties acknowledge and agree that the timing and particulars of
any such listing will depend on business and market conditions and regulatory
requirements, and that the written consent or written agreement of each of the
parties is required in connection with any such listing. The Company shall not
be listed unless and until all capital contributions required to be made by the
parties under Section 2.2 and Section 2.3 shall have been made in full, and
Lycos shall have received the full amount of all royalty payments required to be
made by the Company to Lycos under the Lycos License Agreements. For the
avoidance of doubt, the failure of the parties to agree on any matter relating
to the listing of the Company shall not constitute a deadlock for any purpose
under Section 16.

         10. OWNERSHIP OF PROPERTIES DEVELOPED BY THE COMPANY. The Company shall
be the owner of any trademark, copyright and other intellectual property rights
in respect of any and all brand names, trade names, content, services or other
such properties originally created or developed by the Company, it being
understood that any brand names, trade names, content, services or other such
properties licensed by Lycos or SingTel to the Company, and any 




derivatives thereof, are not "originally developed or created by the Company"
within the meaning of this Section 10.

         11. URLS. To the extent permitted under applicable local law and
regulation, the Company shall be the owner, for the ultimate benefit of Lycos,
of domain names which include the name "Lycos" or any other name licensed to the
Company under the Lycos License Agreements and which are the domain names of
sites at which the Company offers the Service ("Lycos Domain Names"). In the
event the Company is at any time not permitted under applicable local law and
regulation to be the owner of any Lycos Domain Name, then a third party
acceptable to Lycos and SingTel and permitted under applicable local law and
regulation to be the owner of such Lycos Domain Name shall be designated to hold
ownership of such Lycos Domain Name for the benefit of the Company, and for the
ultimate benefit of Lycos. Before any such Lycos Domain Name is registered in
the name of the Company or any third party, the Company and/or such third party,
as applicable, shall execute and deliver to Lycos such instruments or documents
as Lycos may reasonably require to assure to Lycos its ultimate beneficial
interest in such Lycos Domain Name. For the avoidance of doubt, for so long as
Lycos or an Affiliate of Lycos is a shareholder of the Company, the Company
shall have the right to use any Lycos Domain Names without charge, other than
payment of registration and maintenance fees to the applicable regulatory
authority. Further, the Company shall, as absolute owner, own all right, title
and interest in, to and under all domain names (other than Lycos Domain Names)
for all websites established and operated by the Company.

         12. LEAKAGE. With respect to all internet traffic which is incoming to
 and websites linked to on a networked basis and which originates from any
 country in the Territory for which the Service has been
initiated, Lycos shall automatically redirect such traffic to the appropriate
website at which the Service is offered for such country, except that and
websites linked to on a networked basis shall be accessible through links
maintained at the local sites. In addition, with respect to all internet traffic
which is incoming to and websites linked to on a networked basis and which
originates from any country outside the Territory from a user identifiable as a
user whose normal access would be from a country in the Territory for which the
Service has been initiated, Lycos shall automatically redirect such traffic to
the appropriate website at which the Service is offered for such country

         13. REPRESENTATIONS AND WARRANTIES OF LYCOS. Lycos hereby represents
and warrants to SingTel as follows:

                  13.1 ORGANIZATION, POWER AND AUTHORITY. Lycos is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, United States of America. Lycos has all requisite power and
authority to execute, deliver and perform its obligations under this Agreement.

                  13.2 AUTHORIZATION AND BINDING OBLIGATIONS. Lycos has taken
all requisite corporate action to authorize and approve the execution, delivery
and performance of this Agreement by Lycos. This Agreement has been duly
executed and delivered by Lycos, and 




constitutes the legal, valid and binding obligations of Lycos, enforceable
against Lycos in accordance with its terms.

                  13.3 NO CONFLICTS. The execution, delivery and performance of
this Agreement by Lycos, and the consummation of the transactions contemplated
hereby, will not (a) violate any provision of the Certificate of Incorporation
or Bylaws of Lycos, (b) violate, conflict with or result in (or with notice or
lapse of time or both result in) a breach of or default under any term or
provision of any contract or agreement to which Lycos is a party or by which
Lycos or any of its assets or properties is or may be bound, or (c) violate any
order, judgment, injunction, award or decree of any court or arbitration body,
or any governmental, administrative or regulatory authority, by which Lycos or
any of its assets or properties is or may be bound.

                  13.4 NO PENDING LITIGATION. No action, suit or proceeding
which seeks to prevent the consummation of the transactions contemplated by this
Agreement, or would impair the ability of Lycos to consummate the transactions
contemplated by this Agreement, is pending against Lycos, and no such action,
suit or proceeding has been threatened against Lycos.

         14. REPRESENTATIONS AND WARRANTIES OF SINGTEL. SingTel hereby
represents and warrants to Lycos as follows:

                  14.1 ORGANIZATION, POWER AND AUTHORITY. SingTel is a company
duly organized and validly existing under the laws of Singapore, and has all
requisite power and authority to execute, deliver and perform its obligations
under this Agreement.

                  14.2 AUTHORIZATION AND BINDING OBLIGATIONS. SingTel has taken
all requisite corporate action to authorize and approve the execution, delivery
and performance of this Agreement by SingTel. This Agreement has been duly
executed and delivered by SingTel, and constitutes the legal, valid and binding
obligations of SingTel, enforceable against SingTel in accordance with its
terms.

                  14.3 NO CONFLICTS. The execution, delivery and performance of
this Agreement by SingTel, and the consummation of the transactions contemplated
hereby, will not (a) violate any provision of the memorandum of association or
articles of association of SingTel, (b) violate, conflict with or result in (or
with notice or lapse of time or both result in) a breach of or default under any
term or provision of any contract or agreement to which SingTel is a party or by
which SingTel or its assets or properties is or may be bound, or (c) violate any
order, judgment, injunction, award or decree of any court or arbitration body,
or any governmental, administrative or regulatory authority, by which SingTel or
any of its respective assets or properties is or may be bound.

                  14.4 NO PENDING LITIGATION. No action, suit or proceeding
which seeks to prevent the consummation of the transactions contemplated by this
Agreement, or would impair the ability of SingTel to consummate the transactions
contemplated by this Agreement, is 




pending against SingTel, and no such action, suit or proceeding has been
threatened against SingTel.

         15. CONFIDENTIALITY. For so long as this Agreement remains in effect
and for a period of two (2) years after the termination of this Agreement
howsoever occasioned, each of Lycos and SingTel shall keep strictly
confidential, and shall not disclose, use, divulge, publish or otherwise reveal,
directly or through any third party (including without limitation the Company),
any confidential or proprietary information of the other party which was
disclosed by or received pursuant to this Agreement, or in connection with the
preparation and negotiation of this Agreement, or by reason of the performance
by the parties of their obligations hereunder or their involvement in activities
of the Company, including, but not limited to, documents and/or information
regarding customers, costs, profits, markets, sales, products, product
development, key personnel, pricing policies, operational methods, technology,
know-how, technical processes, formulae or plans for future development
(collectively, "Confidential Information"), except as may be necessary in
connection with filings with governmental agencies as required under applicable
law, including, in the case of Lycos, the rules and regulations promulgated
under the Securities Exchange Act of 1934. Upon the termination of this
Agreement, each of Lycos and SingTel shall either destroy or return to the other
all memoranda, notes, records, reports and other documents (including all copies
thereof) relating to the Confidential Information of the other which such party
may then possess or have under its control. Notwithstanding the foregoing,
Confidential Information of a party shall not include (a) information which was
already known to the recipient at the time of its receipt, (b) information which
is or becomes freely and generally available to the public through no wrongful
act of the recipient, (c) information which is rightfully received by the
recipient from a third party legally entitled to disclose such information free
of confidentiality restrictions, (d) information disclosed in connection with
legal action initiated by a party to enforce rights under this Agreement, or any
agreement executed pursuant to this Agreement, or (e) information required to be
disclosed by the order of any court, provided that the recipient gives the
disclosing party reasonable prior notice so as to permit the disclosing party an
opportunity to seek a protective order.

         16.      DEADLOCK.

                  16.1 DEADLOCK. As used in this Agreement, "Deadlock" shall
mean that at two consecutive meetings of the Board a formal vote of the
Directors is taken on any of the matters set forth in Section 6.2 (other than
Section 6.2(e) or (f)) and that the vote taken on each such occasion is 2-2 if
such votes are taken within the Initial Period or less than unanimous if such
votes are taken after the Initial Period, or that at two consecutive shareholder
meetings a formal vote of the shareholders of the Company is taken to approve
any of the following matters and that the vote taken on each such occasion is
50-50 if such votes are taken during the Initial Period or less than unanimous
if such votes are taken after the Initial Period:

                           (a)      the entry or participation by the Company in
any business which is not within the scope of the business described in Section
7.2;




                           (b)      the authorization, creation, allotment or 
issuance of any shares, or classes or series of shares, in the capital of the
Company or any other securities or debentures of the Company (other than the
allotment and issuance of Shares pursuant to Section 2.2 and Section 2.3), the
issuance or grant of any option over the unissued share capital of the Company,
or any change in the capital structure of the Company or the rights, preferences
and privileges of any shares, or classes or series of shares, in the capital of
the Company;

                           (c)      the merger, consolidation, amalgamation or 
other such combination of the Company with any other entity, the
recapitalization of the Company, the redemption, repurchase or cancellation of
any securities of the Company, or a sale of all or substantially all of the
assets of the Company;

                           (d)      the giving or provision by the Company of 
any guarantees or indemnities, other than guarantees or indemnities necessary to
secure borrowing or indebtedness of the Company or its Affiliates in the
ordinary course of business, and any extension of credit or the making of any
loans to any person or entity other than in the ordinary course of business;

                           (e)      any delegation of any powers of (or ceding 
of control by) the Board to (i) any committee of Directors, or (ii) any person,
including any officer of the Company, with respect to any matter referred to in
paragraphs (a) through (g) of this Section 16.1;

                           (f)      the declaration of any dividends or other 
distributions of profits of the Company; or

                           (g)      any amendment to the Memorandum or the 
Articles.

                  16.2 REMEDY. In the event of any Deadlock, then, unless each
party expressly waives its rights under this Section 16.2 within thirty (30)
days after the vote resulting in such Deadlock:

                           (a)      The Company and, unless otherwise agreed by 
the parties, all Licensee Subsidiaries and Licensee Affiliates shall be
dissolved, and the parties, in their capacities as shareholders of the Company,
shall promptly take all such actions as may be required to cause the Company
and, unless otherwise agreed by the parties, the Licensee Subsidiaries and
Licensee Affiliates to expeditiously wind up their affairs and dissolve. 

                           (b) In the event Lycos was the party which 
initiated or proposed the item as to which the Deadlock occurred, then, 
within thirty (30) days after the dissolution of the Company and all Licensee 
Subsidiaries and Licensee Affiliates has been completed, Lycos shall pay to 
SingTel, in cash or in cash and Lycos stock as described below, an amount in 
US Dollars equal to the sum of:

                                    (i)     the amount (the "Lycos Base Amount")
by which the total amount of the capital contributions made by SingTel to the
Company during the period from the date of incorporation of the Company up to
and including the date of dissolution, not to exceed a 




maximum amount of [***], exceeds the 
total amount of all liquidation distributions distributed to SingTel upon the 
dissolution of the Company, whether in cash or in kind (with such in kind 
distributions being valued at the fair market value of the property 
distributed); plus

                                    (ii) an amount (the "Lycos Incremental
Amount") equal to: [***]


The Lycos Base Amount shall be paid by Lycos entirely in cash in US Dollars. The
Lycos Incremental Amount shall be paid by Lycos, at its option, entirely in
cash, entirely in Lycos stock traded on NASDAQ or in part in cash and in part in
Lycos stock traded on NASDAQ, in such proportion as Lycos may determine. The
number of shares of Lycos stock to be issued or transferred to SingTel in full
or partial payment of the Lycos Incremental Amount shall be determined by
dividing the payment amount by the average share price of Lycos stock over the
thirty (30) day period ending on the 7th Business Day prior to the date on which
payment of the Lycos Incremental Amount is to be paid. The issuance or transfer
of any Lycos stock to SingTel pursuant to this Section 16.2(b) shall be made in
compliance with all applicable securities laws.
                           (c)      In the event SingTel was the party which 
initiated or proposed the item as to which the Deadlock occurred, then, within
thirty (30) days after the dissolution of the Company and all Licensee
Subsidiaries and Licensee Affiliates has been completed, SingTel shall pay to
Lycos an amount in US Dollars equal to the sum of:

                                    (i)     the amount (the "SingTel Base 
Amount") by which the total amount of the capital contributions made by Lycos to
the Company during the period from the date of incorporation of the Company up
to and including the date of dissolution, not to exceed a maximum amount of
[***]; plus

                                    (ii) an amount (the "SingTel Incremental
Amount") equal to: [***]

*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



The SingTel Base Amount shall be paid by SingTel entirely in cash in US Dollars.
The SingTel Incremental Amount shall be paid by SingTel, at its option, entirely
in cash, entirely in shares in the capital or stock of SingTel or any Affiliate
of SingTel traded on the Stock Exchange of Singapore Ltd or in part in cash and
in part in shares in the capital or stock of SingTel or any Affiliate of SingTel
traded on the Stock Exchange of Singapore Ltd, in such proportion as SingTel may
determine. The number of shares or amount of such stock to be issued or
transferred to Lycos in full or partial payment of the SingTel Incremental
Amount shall be determined by dividing the payment amount by the average share
price of such shares or stock over the thirty (30) day period ending on the 7th
Business Day prior to the date on which payment of the SingTel Incremental
Amount is to be paid. The issuance or transfer of any such shares or stock to
Lycos pursuant to this Section 16.2(c) shall be made in compliance with all
applicable securities laws.
         17.      LYCOS BREACH.

                  17.1 LYCOS BREACH. As used in this Agreement, "Lycos Breach"
shall mean the occurrence of any of the following breaches of this Agreement,
and the failure of Lycos to cure any such breach within sixty (60) days after
written notice of such breach is given by SingTel to Lycos:

                           (a)      failure of Lycos to make any capital 
contribution when and as required under Section 2.2 or Section 2.3 of this
Agreement;

                           (b) failure by Lycos to perform its obligations under
Section 3.1 with respect to the execution of the Lycos License Agreements by the
parties thereto; or

                           (c)      failure of Lycos to perform its obligations 
under Section 5.1, or the occurrence of a breach under Section 5.2(b) which,
under Section 5.2(b) is deemed to be a breach of Lycos. 

                  17.2 REMEDIES. In the event of any Lycos Breach, SingTel shall
be entitled, at its election made by giving written notice thereof to Lycos, to
select either of the following remedies as its sole and exclusive remedy:

                           (a)      recover from Lycos its provable contract 
damages attributable to such breach; or

                           (b)      require Lycos to purchase all of the 
ordinary shares in the capital of the Company registered in the name of SingTel
or any of its Affiliates as of the date of such 




written election notice (collectively, for purposes of Section 17.3, the
"SingTel Shares") in accordance with the applicable provisions of Section 17.3.




                  17.3     PURCHASE AND SALE OF SINGTEL SHARES.

                           (a)      Upon written notice of election given by 
SingTel under Section 17.2 to require Lycos to purchase all of the SingTel
Shares ("SingTel Sale Notice"), SingTel shall be bound to sell to Lycos, and
Lycos shall be bound to purchase from SingTel, all of the SingTel Shares in
accordance with the applicable provisions of this Section 17.3. The sale and
purchase of the SingTel Shares shall be effected at a closing (the "SingTel
Closing") to be held in Singapore at the registered office of SingTel at 3:00 pm
on the seventh (7th) Business Day after the SingTel Determination Date (as
defined below) or at such other place and time as the parties may agree in
writing.

                           (b)      At the SingTel Closing, SingTel shall 
deliver to Lycos duly executed transfer form(s) in relation to the transfer of
the SingTel Shares by SingTel to Lycos together with the relative share
certificates in respect of the SingTel Shares in exchange for receipt of the
SingTel Purchase Price (as defined below) from Lycos, and Lycos shall pay to
SingTel the SingTel Purchase Price by cashier's order or bank draft drawn on a
licensed bank in Singapore made payable to SingTel in exchange for receipt of
such transfer form(s) and share certificates.

                           (c)      Unless the parties otherwise agree on the 
amount of the SingTel Purchase Price, the SingTel Shares shall be appraised by
three independent third party appraisers, each of whom shall have not less than
ten (10) years experience in appraising the value of private companies. Within
thirty (30) days after the date on which Lycos receives the SingTel Sale Notice,
each of Lycos and SingTel shall select one appraiser. The appraiser selected by
Lycos and the appraiser selected by SingTel shall select the third appraiser
within twenty-one (21) days after the selection of an appraiser by each of Lycos
and SingTel has been completed, except that if such appraisers are unable to
agree on the third appraiser within such twenty-one (21) day period, either
Lycos or SingTel may make written request to the President for the time being of
the Singapore International Arbitration Centre (the "President of SIAC") to
appoint the third appraiser, which appointment by The President of SIAC shall be
binding on Lycos and SingTel. Each appraiser shall present its appraisal report
within forty-five (45) days after the selection of the third appraiser and shall
express the appraised value of the SingTel Shares in Singapore Dollars. Any
appraisal report not presented within such forty-five (45) day period shall be
disregarded. If three appraisal reports are timely presented, the two appraisal
reports which are closest in amount shall be averaged (with the third appraisal
report being disregarded) and the resulting amount, which shall be expressed in
Singapore Dollars, shall be the appraised value of the SingTel Shares, if two
appraisal reports are timely presented, the two appraisal reports shall be
averaged and the resulting amount, which shall be expressed in Singapore
Dollars, shall be the appraised value of the SingTel Shares, and if one
appraisal report is timely presented, such report 




shall be the appraised value of the SingTel Shares (as so determined, the
"SingTel Appraised Value"). The fees and costs of the appraiser selected by
Lycos shall be borne by Lycos, the fees and costs of the appraiser selected by
SingTel shall be borne by SingTel, and the fees and costs of the appraiser
appointed by such appraisers (or by The President of SIAC) shall be borne half
by Lycos and half by SingTel. The date on which the SingTel Appraised Value is
determined by completion of the procedure set forth in this paragraph (c) is
referred to in this Section 17.3 as the "SingTel Determination Date."

                           (d)      As used in this Section 17.3, "SingTel 
Purchase Price"means (i) the purchase price of the SingTel Shares as 
determined by the written agreement of the parties at any time prior to or on 
the SingTel Determination Date, or, in the absence of such agreement, (ii) 
the higher of (A) the amount of the capital contributions made by SingTel to 
the Company during the period from the date of incorporation of the Company 
up to and including the date of the SingTel Sale Notice, not to exceed [***],
or (B) an amount equal to [***] of the SingTel Appraised Value.



         18. SINGTEL BREACH.

                  18.1 SINGTEL BREACH. As used in this Agreement, "SingTel
Breach" shall mean the occurrence of any of the following breaches of this
Agreement, and the failure of SingTel to cure any such breach within sixty (60)
days after written notice of such breach is given by Lycos to SingTel:

                           (a)      failure of SingTel to make any capital 
contribution when and as required under Section 2.2 or Section 2.3 of this
Agreement;

                           (b)      failure of SingTel to perform its 
obligations under Section 5.1, or the occurrence of a breach under Section
5.2(b) which, under Section 5.2(b) is deemed to be a breach of SingTel.

                  18.2 REMEDIES. In the event of any SingTel Breach, Lycos shall
be entitled, at its election made by giving written notice thereof to SingTel,
to select any of the following remedies as its sole and exclusive remedy:

                           (a)      recover from SingTel its provable contract 
damages attributable to such breach;

                           (b)      dissolve the Company and, unless otherwise 
agreed between the parties, the Licensee Subsidiaries and the Licensee
Affiliates, in which case, the Company and, unless otherwise agreed between the
parties, all Licensee Subsidiaries and Licensee Affiliates shall be dissolved,
and the parties, in their capacities as shareholders of the Company, shall
promptly take all such actions as may be required to cause the Company and,
unless otherwise agreed between the parties, the Licensee Subsidiaries and the
Licensee Affiliates to expeditiously wind up their affairs and dissolve; or

*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.



                           (c)      require SingTel to sell to Lycos  all of the
ordinary shares in the capital of the Company registered in the name of SingTel
or any of its Affiliates as of the date of such written election notice
(collectively, for purposes of Section 18.3, the "SingTel Shares") in accordance
with the provisions of Section 18.3.

                  18.3     PURCHASE AND SALE OF SINGTEL SHARES.

                           (a)      Upon written notice of election given by 
Lycos under Section 18.2 to require Singtel to sell to Lycos all of the SingTel
Shares ("Lycos Election Notice"), SingTel shall be bound to sell to Lycos, and
Lycos shall be bound to purchase from SingTel, all of the SingTel Shares in
accordance with the applicable provisions of this Section 18.3. The sale and
purchase of the SingTel Shares shall be effected at a closing (the "Lycos
Closing") to be held in Singapore at the registered office of SingTel at 3:00 pm
on the seventh (7th) Business Day after the Lycos Determination Date (as defined
below) or at such other place and time as the parties may agree in writing.

                           (b) At the Lycos Closing, SingTel shall deliver to
Lycos duly executed transfer form(s) in relation to the transfer of the SingTel
Shares by SingTel to Lycos together with the relative share certificates in
respect of the SingTel Shares in exchange for receipt of the Lycos Purchase
Price (as defined below) from Lycos, and Lycos shall pay to SingTel the Lycos
Purchase Price by cashier's order or bank draft drawn on a licensed bank in
Singapore made payable to SingTel in exchange for receipt of such transfer
form(s) and share certificates.

                           (c)      Unless the parties otherwise agree on the 
amount of the Lycos Purchase Price, the SingTel Shares shall be appraised by
three independent third party appraisers, each of whom shall have not less than
ten (10) years experience in appraising the value of private companies. Within
thirty (30) days after the date on which Lycos receives the SingTel Sale Notice,
each of Lycos and SingTel shall select one appraiser. The appraiser selected by
Lycos and the appraiser selected by SingTel shall select the third appraiser
within twenty-one (21) days after the selection of an appraiser by each of Lycos
and SingTel has been completed, except that if such appraisers are unable to
agree on the third appraiser within such twenty-one (21) day period, either
Lycos or SingTel may make written request to The President of SIAC to appoint
the third appraiser, which appointment by The President of SIAC shall be binding
on Lycos and SingTel. Each appraiser shall present its appraisal report within
forty-five (45) days after the selection of the third appraiser and shall
express the appraised value of the SingTel Shares in Singapore Dollars. Any
appraisal report not presented within such forty-five (45) day period shall be
disregarded. If three appraisal reports are timely presented, the two appraisal
reports which are closest in amount shall be averaged (with the third appraisal
report being disregarded) and the resulting amount, which shall be expressed in
Singapore Dollars, shall be the appraised value of the SingTel Shares, if two
appaisal reports are timely presented, the two appraisal reports shall be
averaged and the resulting amount, which shall be expressed in Singapore
Dollars, shall be the appraised value of the SingTel Shares, and if one
appraisal report is timely presented, such report shall be the appraised value
of the SingTel Shares (as so determined, the "Lycos Appraised Value"). The fees
and costs of the appraiser selected by Lycos shall be borne by Lycos, the fees
and costs of the appraiser selected by SingTel shall be borne by SingTel, and





the fees and costs of the appraiser appointed by such appraisers (or by The
President of SIAC) shall be borne half by Lycos and half by SingTel. The date on
which the Lycos Appraised Value is determined by completion of the procedure set
forth in this paragraph (c) is referred to in this Section 18.3 as the "Lycos
Determination Date."

                           (d) As used in this Section 18.3, "Lycos Purchase 
Price"means (i) the purchase price of the SingTel Shares as determined by the 
written agreement of the parties at any time prior to or on the Lycos 
Determination Date, or, in the absence of such agreement, (ii) [***] of the
Lycos Appraised Value.

         19.      RESTRICTIONS ON TRANSFER OF SHARES.

                  19.1 GENERAL RESTRICTION ON TRANSFER OF SHARES. Except as
otherwise expressly provided in Section 17, 18, 19.2, 19.3 or Section 20,
neither Lycos nor SingTel shall sell, assign or otherwise transfer any or all of
its Shares or any interest therein.

                  19.2 TRANSFER TO AFFILIATES. Subject to the following
conditions, each of Lycos and SingTel shall have the right to transfer all (and
not some only) of its Shares to its Affiliates (any such Affiliate to which any
such Shares are transferred, a "Transferee Affiliate"):

                           (a)      Each such Transferee Affiliate shall assume 
by written agreement all of the transferor's obligations under this Agreement in
respect of the Shares transferred to such Transferee Affiliate, including
without limitation the obligation to sell Shares in accordance with the
applicable provisions of this Agreement.

                           (b)      The Shares transferred to a Transferee 
Affiliate shall remain subject to all of the restrictions on transfer set forth
in this Agreement.

                           (c)      SingTel shall not transfer any Shares to any
Affiliate of SingTel which at the time of transfer is a competitor of Lycos, and
Lycos shall not transfer any Shares to any Affiliate of Lycos which at the time
of transfer is a competitor of the SingTel group. 

                           (d) If any Transferee Affiliate ceases to be an 
Affiliate of the original transferor, it shall be required to notify the 
other shareholders of the Company of same and shall be required to transfer 
all of its Shares to the original transferor, any such transfer being 
expressly permitted under this Section 19.

                  19.3 TRANSFER UPON ACQUISITION. Notwithstanding anything to
the contrary in this Agreement or the Articles, each of Lycos and SingTel shall
have the right to transfer all (and not some only) of its Shares in connection
with any merger or other transaction, regardless of its form, in which all or
substantially all of the assets of such party are acquired, to the surviving,
acquiring or resulting entity in any such transaction.


         20.      SINGTEL RIGHT TO SELL SHARES.

*** A CONFIDENTIAL PORTION OF MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.



                  20.1 RIGHT TO SELL SHARES. Subject to the terms and conditions
of this Section 20, SingTel shall have the right to sell all (but not less than
all) of its Shares (for purposes of this Section 20, the "SingTel Shares").

                  20.2 RESTRICTED PERIOD. Except for any sale of the SingTel
Shares to Lycos and any transfer to any of the SingTel Shares by SingTel to any
Transferee Affiliate as permitted under Section 19.2, SingTel shall not sell any
or all of the SingTel Shares during the period commencing from the date of this
Agreement and ending on the later of (a) the second anniversary date of this
Agreement or (b) the date on which SingTel completes its required capital
contributions to the Company under Sections 2.2 and 2.3 (the "Restricted
Period").

                  20.3 SALE NOTICE. In the event SingTel desires to sell all
(but not less than all) of the SingTel Shares at any time after the expiration
of the Restricted Period, SingTel shall give written notice thereof (for
purposes of this Section 20, "Sale Notice") to Lycos in writing, and shall
specify in such Sale Notice the price at which SingTel is willing to sell the
SingTel Shares, which shall be SingTel's best estimation of the fair market
value of the SingTel Shares (for purposes of this Section 20, the "Sale Notice
Offering Price"). The Sale Notice Offering Price shall be binding on SingTel for
thirty (30) days after the Sale Notice is received by Lycos and shall lapse at
the expiration of such thirty (30) day period. SingTel shall not be entitled to
give more than one Sale Notice in any twenty-four (24) month period.

                  20.4 NEGOTIATED SALE. Notwithstanding anything to the contrary
in this Agreement, SingTel may at any time, whether before or after Lycos
receives any Sale Notice from SingTel, sell all (but not less than all) of the
SingTel Shares (a) to Lycos on such terms and conditions as may be negotiated
and agreed to between SingTel and Lycos, or (b) to a purchaser or purchasers
(which may include Lycos or any of its Affiliates) approved by Lycos in writing,
on such terms and conditions as may be agreed to between SingTel and such
purchaser or purchasers. In the event any purchase and sale of the SingTel
Shares is effected pursuant to this Section 20.4 after Lycos has received a Sale
Notice from SingTel and before any other sale of the SingTel Shares contemplated
by this Section 20, the provisions of this Section 20 shall thereupon cease to
apply and shall have no further force or effect.

                  20.5 ELECTIVE SALE TO LYCOS. Lycos may, by giving written
notice ("Election Notice") to SingTel during the thirty (30) day period after
the date on which Lycos receives a Sale Notice from SingTel, elect to purchase
the SingTel Shares at the Sale Notice Offering Price. Any purchase and sale of
the SingTel Shares pursuant to this Section 20.5 shall be effected at a closing
(the "Election Sale Closing") to be held in Singapore at the registered office
of SingTel at 3:00 p.m. on the fourteenth (14th) Business Day after SingTel
receives the Election Notice, or at such other place and time as SingTel and
Lycos may agree in writing. In the event any purchase and sale of the SingTel
Shares is effected pursuant to this Section 20.5 at the Election Sale Closing,
the provisions of this Section 20 shall thereupon cease to apply and shall have
no further force or effect.

                  20.6 SALE TO LYCOS DESIGNEES. During the 270 day period after
the date on which Lycos receives a Sale Notice (the "Lycos Designation Period"),
Lycos shall have the right 




to enter into discussions with a third party or third parties regarding the
purchase of the SingTel Shares by such third party or third parties, and SingTel
shall be required from time to time, within five (5) Business Days after written
request by Lycos, to specify the price at which SingTel is willing to sell the
SingTel Shares, which price shall be SingTel's best estimation of the fair
market value of the SingTel Shares, and, unless superseded by a price specified
by SingTel in response to a subsequent written request by Lycos, shall be
binding on SingTel for thirty (30) days from the date on which such price is
specified to Lycos and shall (unless a Designation Notice (as defined below) is
given by Lycos) lapse at the expiration of such thirty (30) day period (for
purposes of this Section 20, such price, as revised in response to written
requests from Lycos from time to time, the "SingTel Offering Price"). Lycos may,
by giving written notice ("Designation Notice") to SingTel during the Lycos
Designation Period, elect to require SingTel to sell the SingTel Shares at the
SingTel Offering Price (as in effect at the time such Designation Notice is
given by Lycos) to a purchaser or purchasers (which may include Lycos or any of
its Affiliates) designated by Lycos in such Designation Notice. Any purchase and
sale of the SingTel Shares pursuant to this Section 20.6 shall be effected at a
closing (the "Designee Sale Closing") to be held in Singapore at the registered
office of SingTel at 3:00 p.m. on the fourteenth (14th) Business Day after
SingTel receives the Designation Notice, or at such other place and time as the
parties may agree in writing. In the event any purchase and sale of the SingTel
Shares is effected pursuant to this Section 20.6 at the Designee Sale Closing,
the provisions of this Section 20 shall thereupon cease to apply and shall have
no further force or effect.

                  20.7 APPRAISAL. In the event that a purchase and sale of the
SingTel Shares pursuant to Section 20.4, 20.5 or 20.6 does not occur during the
Lycos Designation Period, the value of the SingTel Shares shall be determined by
appraisal in accordance with this Section 20.7. The SingTel Shares shall be
appraised by three independent third party appraisers, each of whom shall have
not less than ten (10) years experience in appraising the value of private
companies. Within thirty (30) days after the expiration of the Lycos Designation
Period, each of Lycos and SingTel shall select one appraiser. The appraiser
selected by Lycos and the appraiser selected by SingTel shall select the third
appraiser within twenty-one (21) days after the selection of an appraiser by
each of Lycos and SingTel has been completed, except that if such appraisers are
unable to agree on the third appraiser within such twenty-one (21) day period,
either Lycos or SingTel may make written request to The President of SIAC to
appoint the third appraiser, which appointment by The President of SIAC shall be
binding on Lycos and SingTel. Each appraiser shall present its appraisal report
within forty-five (45) days after the selection of the third appraiser and shall
express the appraised value of the SingTel Shares in Singapore Dollars. Any
appraisal report not presented within such forty-five (45) day period shall be
disregarded. If three appraisal reports are timely presented, the two appraisal
reports which are closest in amount shall be averaged (with the third appraisal
report being disregarded) and the resulting amount, which shall be expressed in
Singapore Dollars, shall be the appraised value of the SingTel Shares, if two
appaisal reports are timely presented, the two appraisal reports shall be
averaged and the resulting amount, which shall be expressed in Singapore
Dollars, shall be the appraised value of the SingTel Shares, and if one
appraisal report is timely presented, such report shall be the appraised value
of the SingTel Shares (as so determined, the "Appraised Value"). The fees and
costs of the appraiser selected by Lycos shall be borne by Lycos, the fees and
costs of the 




appraiser selected by SingTel shall be borne by SingTel, and the fees and costs
of the appraiser appointed by such appraisers (or by The President of SIAC)
shall be borne half by Lycos and half by SingTel. The date on which the
Appraised Value is determined by completion of the procedure set forth in this
Section 20.7 is referred to in this Section 20 as the "Determination Date." In
the event that a purchase and sale of the SingTel Shares pursuant to Section
20.6 occurs after the expiration of the Designation Period pursuant to a
Designation Notice given by Lycos during the Designation Period, the parties
shall promptly discontinue the appraisal process commenced under this Section
20.7.

                  20.8 SALE TO LYCOS OR LYCOS DESIGNEE AT APPRAISED VALUE. In
the event that a purchase and sale of the SingTel Shares pursuant to Section
20.4, 20.5 or 20.6 does not occur during the Lycos Designation Period, and a
purchase and sale of the SingTel Shares does not occur after the expiration of
the Lycos Designation Period pursuant to a Designation Notice given within the
Designation Period, then, Lycos may, by giving written notice ("Purchase
Notice") to SingTel during the period of fourteen (14) Business Days after the
Determination Date, elect to purchase the SingTel Shares, or require SingTel to
sell the SingTel Shares to a purchaser or purchaser designated by Lycos (which
may include Lycos or any of its Affiliates), at the Appraised Value. Any
purchase and sale of the SingTel Shares pursuant to this Section 20.8 shall be
effected at a closing (the "Appraised Value Closing") to be held in Singapore at
the registered office of SingTel at 3:00 p.m. on the fourteenth (14th) Business
Day after SingTel receives the Purchase Notice, or at such other place and time
as the parties may agree in writing.

                  20.9 SALE TO SINGTEL SELECTED THIRD PARTY. In the event that
the appraisal process is completed under Section 20.7 and either (a) Lycos does
not give a Purchase Notice pursuant to Section 20.8 during the period of
fourteen (14) Business Days after the Determination Date, or (b) Lycos does give
a Purchase Notice pursuant to Section 20.8 during the period of fourteen (14)
Business Days after the Determination Date but the Appraised Value Closing does
not occur on or before the date by which the Appraised Value Closing is required
to occur under Section 20.8, then, until the expiration of 180 days after the
Determination Date (in the event clause (a) above applies) or the date by which
the Appraised Value Closing was required to occur (in the event clause (b) above
applies) (as applicable, the "Cut-Off Date"), SingTel shall be free to sell the
SingTel Shares to any third party selected by SingTel at a price no less than
the Appraised Value. In the event SingTel has not completed a sale of the
SingTel Shares to a third party selected by SingTel at a price no less than the
Appraised Value within 180 days after the Cut-Off Date, SingTel's rights to sell
the SingTel Shares shall thereupon again be subject to all of the requirements
of this Section 20.

                  20.10 CLOSING. At any closing held pursuant to any of the
provisions of this Section 20, SingTel shall deliver to the purchaser or
purchasers duly executed transfer form(s) for, and share certificates in respect
of, the SingTel Shares in exchange for receipt of the purchase price therefor,
which shall be payable by cashier's order or bank draft drawn on a licensed bank
in Singapore made payable to SingTel.

                  20.11 ADJUSTMENT OF TERRITORY. If at the time of any closing
held pursuant to any of the provisions of this Section 20 the Company has not
initiated the Service in any country of 




the Territory, such country shall be excluded from the Territory and from the
business of the Company and the parties shall take such steps as may be
necessary to cause the Lycos License Agreements to be terminated with respect to
any such country.

         21.      MISCELLANEOUS.

                  21.1 BROKERS. Each of Lycos and SingTel shall hold the other
harmless from any claims, liabilities or damages relating to any commissions or
fees claimed by any broker or finder by reason of any engagement or relationship
of such broker or finder by or with Lycos or SingTel, respectively.

                  21.2 NOTICES. Any notice, request, demand, approval or consent
required or permitted under this Agreement shall be in writing and shall be
effective upon actual receipt when delivered by (a) registered mail, postage
prepaid, return receipt requested, (b) personal delivery, (c) an overnight
courier of recognized reputation (such as DHL or Federal Express), or (d)
transmission by facsimile (with confirmation by mail), in each case addressed as
follows:

                           If to Lycos:       Lycos, Inc.
                                              400-2 Totten Pond Road
                                              Waltham, MA 02451, U.S.A.
                                              Attention:      General Counsel
                                              Telephone:      (781) 370-2700
                                              Facsimile:      (781) 370-2600

                           With a copy to:    Coudert Brothers
                                              1055 West 7th Street, 20th Floor
                                              Los Angeles, CA 90017, U.S.A.
                                              Attention:      Richard G. Wallace
                                              Telephone:      (213) 688-9088
                                              Facsimile:      (213) 689-4467





                           If to SingTel:     Singapore Telecommunications 
                                              Limited
                                              31 Exeter Road, #18-00 Comcentre
                                              Singapore 239732
                                              Attention:      Vice President
                                                          (Business Development)
                                              Telephone:      (65) 838-3388
                                              Facsimile:      (65) 235-4566

                                       and



                                              Attention:      Company Secretary
                                              Telephone:      (65) 838-3388
                                              Facsimile:      (65) 732-8426

Any party may change its address or facsimile number for notice purposes by
notice given to the other parties in accordance with this Section 21.2.

                  21.3 ASSIGNMENT. Neither party's rights, duties or
responsibilities under this Agreement may be assigned, delegated or otherwise
transferred in any manner, without the prior written consent of the other party.
Notwithstanding the foregoing, no such consent shall be required in connection
with the assignment, delegation or other transfer of any such rights, duties or
responsibilities (a) by a party to any Affiliate, (b) in connection with any
merger or other transaction, regardless of its form, in which all or
substantially all of the assets of either party are acquired, or (c) in
connection with the sale of all of the shares of SingTel and its Affiliates in
the share capital of the Company pursuant to Section 20 to a party other than
Lycos, provided that such party shall assume all of the obligations of SingTel
under this Agreement. In the event of any assignment permitted under this
Section 21.3, the parties shall enter into such novation agreements as may be
necessary to properly give effect to such assignment.

                  21.4 ENTIRE AGREEMENT. This Agreement, including the exhibits
referred to herein, which are hereby incorporated in and made a part of this
Agreement, constitutes the entire contract among the parties with respect to the
subject matter covered by this Agreement. This Agreement supersedes all previous
letters of intent, agreements and understandings, if any, by and among the
parties with respect to the subject matter covered by this Agreement. This
Agreement may not be amended, changed or modified except by a writing duly
executed by the parties hereto.

                  21.5 SEVERABILITY. If any provision of this Agreement is held
by a court of competent jurisdiction to be unenforceable, invalid or void in any
respect, no other provision of this Agreement shall be affected thereby, all
other provisions of this Agreement shall nevertheless be carried into effect and
the parties shall amend this Agreement to modify the unenforceable, invalid or
void provision to give effect to the intentions of the parties to the extent
possible in a manner which is valid and enforceable.

                  21.6 REMEDIES AND WAIVERS. All rights and remedies of the
parties are separate and cumulative, and no one of them, whether exercised or
not, shall be deemed to be to the exclusion of or to limit or prejudice any
other rights or remedies which the parties may have. The parties shall not be
deemed to waive any of their rights or remedies under this Agreement, unless
such waiver is in writing and signed by the party to be bound. No delay or
omission on the part of any party in exercising any right or remedy shall
operate as a waiver of such right or remedy or any other right or remedy. A
waiver on any one occasion shall not be construed as a bar to or waiver of any
right or remedy on any future occasion.

                  21.7 ARBITRATION. In the event any dispute arises between
Lycos and SingTel with respect to any matter arising out of or relating to this
Agreement which cannot be amicably 



resolved, such dispute shall be submitted to the London Court of International
Arbitration for binding arbitration in accordance with the UNCITRAL arbitration
rules as then in effect. The arbitration shall be conducted in the English
language, and shall be held in London, England. Any arbitration award rendered
in any such arbitration proceeding may be entered in and enforced by any court
of competent jurisdiction. Nothing contained in this Section 21.7 shall prevent
or be construed to prevent either party from seeking a temporary restraining
order or a preliminary or permanent injunction or any other form of interim,
provisional or equitable relief in any court of competent jurisdiction.

                  21.8 GOVERNING LAW, CONSENT TO JURISDICTION, ETC. This
Agreement shall be governed by, and interpreted in accordance with, the laws of
Singapore except that each party shall have the right in its capacity as a
disclosing party to enforce the provisions of Section 15 under either the laws
of the State of Massachusetts or the laws of Singapore. For all purposes
relating to this Agreement, the parties shall submit to the non-exclusive
jurisdiction of the Courts of Singapore, and for the purposes specified above
relating to the provisions of Section 15, the parties shall submit to the
non-exclusive jurisdiction of the Courts of Singapore and the federal and state
courts located in the State of Massachusetts provided that in any matter brought
before the federal and state courts located in the State of Massachusetts the
parties irrevocably waive all rights to a jury trial.

                  21.9 HEADINGS. The headings contained in this Agreement are
for convenience only and are not a part of this Agreement, and do not in any way
interpret, limit or amplify the scope, extent or intent of this Agreement, or
any of the provisions of this Agreement.

                  21.10 COUNTERPARTS AND FACSIMILE. This Agreement may be
executed in counterparts, each of which shall constitute an original, but all of
which together shall constitute one and the same agreement. Transmission of
facsimile copies of signed original signature pages of this Agreement shall have
the same effect as delivery of the signed originals.

                  21.11 CONTROLLING LANGUAGE. This Agreement has been prepared,
negotiated and signed in English, and English is the controlling language of
this Agreement.

                  21.12 PRESS RELEASES. Neither Lycos nor SingTel shall issue
any press releases or publicity statements relating to this Agreement, the
transactions contemplated by this Agreement or the business of the Company
without the prior written approval of the other, which approval shall not be
unreasonably withheld or delayed, except that each of Lycos and SingTel shall be
permitted to issue any press releases or publicity statements (whether or not
approved by the other) to the extent required by any securities laws or
regulations applicable to Lycos or SingTel, respectively.

                  21.13 BINDING EFFECT. Subject to Section 21.3, this Agreement
shall be binding upon and shall inure to the benefit of the parties and their
respective successors and assigns.



                  21.14 AFFILIATES. "Affiliate" shall mean, as to either party,
any person or entity that, directly or indirectly, controls, is under common
control with, or is controlled by, such party, where such control is by the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such person or entity, whether through the ownership
of voting securities, by contract or otherwise; provided, however, that the
Company and any corporation or other entity directly or indirectly owned or
controlled by the Company shall not be an "Affiliate" of either party as such
term is used in this Agreement; and provided further that the term "Affiliate"
shall not include a person or entity in which either party has an interest
coupled with the right to veto specific matters concerning such person or entity
but which such party does not otherwise control.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                    LYCOS, INC.,
                    a corporation organized under the laws of
                    Delaware, USA
                    /s/ Edward M. Philip
                    ----------------------------
                    By: Edward M. Philip
                    Its: Chief Operating Officer

                    SINGAPORE TELECOMMUNICATIONS LIMITED,
                    a corporation organized under the laws of
                    Singapore
                    /s/ Mary Ong
                    ----------------------------
                    By: Mary Ong
                    Its: Vice President of Business Development


                                LIST OF EXHIBITS

EXHIBIT A: Capital Contribution Schedule
EXHIBIT B: Local Searchservice Agreement
EXHIBIT C: Tripod Agreement



                                   EXHIBIT A
                           CAPITAL CONTRIBUTION SCHEDULE

[A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]


                                                                  Exhibit 10.27

                                    EXHIBIT B
                                LICENSE AGREEMENT

         THIS LICENSE AGREEMENT (this "Agreement") is made and entered into as
of _____________, 1999 by and between LYCOS, INC., a corporation organized under
the laws of the State of Delaware, United States of America ("Lycos"), and LYCOS
ASIA PTE LTD, a corporation organized under the laws of Singapore ("Licensee").

                                    RECITALS

         A. Lycos owns or licenses from third parties certain rights relating to
the Lycos Searchservice (as defined below).

         B. Licensee desires to offer local versions of the Lycos Searchservice
in the various countries in the Territory (as defined below), as customized for
the market in each such country.

         C. On the terms and subject to the conditions hereafter set forth,
Licensee desires to obtain from Lycos, and Lycos is willing to grant to
Licensee, the rights and licenses described below.

         NOW THEREFORE, in consideration of the mutual covenants contained
herein, and for other valuable consideration received, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
have the meanings set forth below:

                  "Additional Properties shall mean, as to Lycos or any of its
Affiliates, any service or feature from time to time offered by Lycos at or by
any Affiliate of Lycos at a web site linked to on a networked basis (other than
MyLycos, Tripod, MailCity or any search, navigation and directory service
offered by Lycos under the "Lycos" brand name,) which Lycos or such Affiliate is
free to license to third parties.

                  "Affiliate" shall mean, as to any Person, any other Person
that, directly or indirectly, controls, is under common control with, or is
controlled by, such Person, where such control is through the ownership of
voting securities, except that, in any event, a Licensee Affiliate shall not
constitute an Affiliate of Lycos or SingTel for any purpose under this Agreement
and any third party which may hereafter acquire control of Lycos shall not
constitute an Affiliate of Lycos for any purpose under this Agreement.

                  "Commercial Readiness" shall mean, with respect to any Local
Searchservice, the performance of such Local Searchservice at a performance
level commensurate with the performance of the Lycos Searchservice.


                  "Derivative Works" shall mean all Enhancements which are
"derivative works," as such term is defined in the U.S. Copyright Act (17 U.S.C.
Section 101 et seq.).
                  "Directory Software" shall mean all computer software used by
Lycos as of the date of this Agreement in connection with the Lycos
Searchservice, and performing the functionality described in the attached
EXHIBIT A.

                  "Enhancements" shall mean all enhancements, improvements,
additions or modifications to the Local Catalogs, the Local Directories, the
Lycos Catalog, the Lycos Directories, the Licensed Software, the Licensed
Property or the Local Searchservices, of whatever type or nature, whether
created or developed solely by Lycos or its Affiliates, agents, consultants or
independent contractors, solely by Licensee or its Affiliates, agents,
consultants or independent contractors, or jointly by Lycos or its Affiliates,
agents, consultants or independent contractors, on one hand, and Licensee or its
Affiliates, agents, consultants or independent contractors, on the other hand.

                  "Effective Date" shall mean the date of this Agreement as set
forth in the preamble hereof.

                  "Internet" shall mean the global computer network comprised of
multiple interconnected computer networks commonly and collectively referred to
as the "internet," as the same may exist from time to time.

                  "Initial Chinese Version" shall mean the first Local Catalogs
made available by Lycos to Licensee in either traditional Chinese language or
simplified Chinese language, and the Licensed Software relevant to such Local
Catalog.

                  "Initial English Version" shall mean the first Local Catalog
made available by Lycos to Licensee in the English language, and the Licensed
Software relevant to such Local Catalog.

                  "Initial Local Catalogs" shall mean Local Catalogs in English,
traditional Chinese and simplified Chinese, for use in the Tier One Countries.

                  "Initial Local Searchservices" shall mean Local Searchservices
in English, traditional Chinese and simplified Chinese, for use in the Tier One
Countries.

                  "Joint Enhancements" shall mean any Enhancements which are not
Derivative Works and which are created or developed jointly by Lycos or its
Affiliates, agents, consultants or independent contractors, on one hand, and
Licensee or its Affiliates, agents, consultants or independent contractors, on
the other hand.

                  "Joint Venture Agreement" shall mean the Joint Venture
Agreement dated as of September __, 1999 by and between Lycos and SingTel.


                  "Licensed Brands" shall mean the brand names, logos and word
phrases listed in the attached EXHIBIT B, and any other brand names, logos and
word phrases which Lycos hereafter uses specifically in connection with the
Lycos Searchservice, to the extent such brand names, logos or word phrases are
not registered as trademarks or service marks in countries in the Territory.

                  "Licensed Marks" shall mean the registered trademarks and
service marks listed in the attached EXHIBIT B, and any other brand name, logo
or word phrase hereafter used by Lycos specifically in connection with the Lycos
Searchservice (including without limitation any Licensed Brand) and registered
by Lycos (or a third party which grants Lycos the right to use or grant licenses
to use any such other brand name, logo or word phrase) as a trademark or service
mark in any country in the Territory.

                  "Licensed Property" shall mean the Licensed Technology and all
rights in patents, copyright, proprietary information or other intellectual
property recognizable under applicable law in the Territory derived from or
pertaining to the Local Catalogs, the Lycos Catalog, the Lycos Directory, the
Licensed Software, the Licensed Technology, the Local Searchservices or the
Lycos Enhancements, EXCLUDING, HOWEVER, any of the foregoing relating to
web-crawler or spider technology used to index and catalog web sites on the
Internet.

                  "Licensed Software" shall mean the Lycos Software and the
Directory Software, enabled as necessary to handle double-byte characters, and
all relevant application programming interfaces, as the Lycos Software, the
Directory Software and the relevant application programming interfaces are
modified or supplemented to support the Local Searchservices, and as thereafter
modified, supplemented, updated or replaced (by software developed by Lycos)
from time to time.

                  "Licensed Technology" shall mean all inventions, ideas,
knowhow, expertise, trade secrets and proprietary information now or hereafter
used by Lycos in connection with the Licensed Software, EXCLUDING, HOWEVER, any
of the foregoing relating to web-crawler or spider technology used to index and
catalog web sites on the Internet.

                  "Licensee Affiliate" shall mean a corporation or other entity
of which Licensee owns, directly or indirectly, at least 50% of all of the
issued and outstanding shares or other voting ownership interests, and which has
been established pursuant to, and in compliance with the applicable requirements
of, the Joint Venture Agreement.

                  "Licensee Enhancements" shall mean any Enhancements, including
compilations, which (a) are not Derivative Works, and (b) are created or
developed solely by Licensee or its Affiliates, agents, consultants or
independent contractors (other than Lycos) without breaching any provision of
this Agreement, including without limitation all Local Directories and all local
content created or generated solely by Licensee or any Licensee Affiliate.


                  "Local Catalog" shall mean, with respect to a country in the
Territory, one or more local versions of the Lycos Catalog, in English and/or in
a principal language of such country, each version of which consists of URLs in
the language of such version drawn from such country or a group of countries in
the Territory as well as (to a lesser extent) from countries outside the
Territory, as such database is modified, supplemented, replaced or updated from
time to time, and "Local Catalogs" shall mean, collectively, all of the Local
Catalogs for the various countries in the Territory.

                  "Local Directory" shall mean, with respect to a country in the
Territory, a local version of the Lycos Directory, compiled and edited by
Licensee specifically for such country, as such local version is modified,
supplemented, replaced or updated from time to time, and "Local Directories"
shall mean, collectively, all of the Local Directories for the various countries
in the Territory.

                  "Local Searchservice" shall mean, with respect to a country in
the Territory, one or more local versions of the Lycos Searchservice, as
customized for such country and in the same language or languages as the Local
Catalog with respect to such country, and "Local Searchservices" shall mean,
collectively, all of the Local Searchservices for the various countries in the
Territory.

                  "Local Site" shall mean, with respect to a country in the
Territory, the Internet site or sites through which the Local Searchservice for
such country is from time to time made available to users, the domain name for
which Local Site shall include the name "Lycos" and the appropriate country
designation for such country, and "Local Sites" shall mean, collectively, all of
the Local Sites for the various countries in the Territory.

                  "Lycos Catalog" shall mean the database compiled by Lycos and
accessed through the search engine providing the search function of the Lycos
Searchservice, as such database is modified, supplemented, replaced or updated
from time to time.

                  "Lycos Directory" shall mean the directory compiled and edited
by or for Lycos from the Lycos Catalog, as such directory is modified,
supplemented, replaced or updated from time to time.

                  "Lycos Enhancements" shall mean any Enhancements which are (a)
Derivative Works, or (b) created or developed solely by Lycos or its Affiliates,
agents, consultants or independent contractors.

                  "Lycos Searchservice" shall mean the search service offered by
Lycos on the Internet at www.lycos.com, through a search engine used to access
the Lycos Catalog, which provides to the user information regarding Internet
sites relevant to the user's search request.

                  "Lycos Software" shall mean all computer software used by
Lycos as of the date of this Agreement to operate and maintain the Lycos
Searchservice, and performing the 





functionality described in the attached EXHIBIT A, EXCLUDING, HOWEVER, any
software relating to web-crawler or spider technology used to index and catalog
web sites on the Internet.

                  "Person" shall mean a natural person, sole proprietorship,
corporation, general partnership, limited partnership, limited liability
partnership, limited liability company, joint venture, unincorporated
organization, joint stock company, trust, estate, Regulatory Body or other
entity.

                  "Regulatory Body" shall mean any national, state, municipal,
local or other governmental body or authority, or any quasi-governmental or
private body exercising any regulatory authority, including any subdivision or
agency thereof.

                  "Roll-Out Schedule" shall mean the roll-out schedule
established pursuant to Section 11.1(a).

                  "Searchservice" shall mean a search service offered on the
Internet, through a search engine used to access a database of Internet sites,
which provides to the user information regarding Internet sites relevant to the
user's search request.

                  "SingTel" shall mean Singapore Telecommunications Limited, a
corporation organized under the laws of Singapore.

                  "Staging Period" shall mean, with respect to any Local
Searchservice, the period commencing from the date Lycos makes the Local
Catalogs and the Licensed Software for such Local Searchservice available to
Licensee under Section 6.1 and ending upon the determination of the parties
under Section 6.2 that such Local Searchservice has achieved Commercial
Readiness.

                  "Territory" shall mean the Tier One Countries, the Tier Two
Countries and the Tier Three Countries.

                  "Third Party Properties" shall mean, as to any party other
than Lycos or any of its Affiliates, any service or feature from time to time
offered by such party at an Internet site.

                  "Tier One Countries" shall mean Singapore, Hong Kong, Peoples'
Republic of China, Taiwan, Malaysia and India.

                  "Tier Two Countries" shall mean Thailand, Philippines and
Brunei.

                  "Tier Three Countries" shall mean Indonesia, Vietnam, Laos,
Myanmar and Cambodia.

         2. LICENSE.


                  2.1 GRANT OF LICENSE. On the terms and subject to the
conditions of this Agreement, Lycos hereby grants to Licensee the following
rights and licenses:

                           (a) the exclusive right and license to provide,
operate and maintain the Local Searchservice for each country in the Territory
at the Local Site for such country;

                           (b) the exclusive right and license to market,
promote and otherwise exploit, in each country in the Territory, the Local
Searchservice for such country offered at the Local Site for such country;

                           (c) the exclusive right and license to do the
following in connection with, and only in connection with, providing, operating
and maintaining the Local Searchservice for each country in the Territory at the
Local Site for such country:

                                    (i) use, store, process, reformat, retrieve
and transmit the Local Catalogs and the Lycos Catalog, or any portion thereof,
and allow users of such Local Searchservices to download from the Local Catalogs
and the Lycos Catalog to the user's computer hard drive or onto a separate disk;

                                    (ii) compile and edit the Local Directories
from the Local Catalogs, and select, design and provide local content for, and
incorporate such local content into, each of the Local Searchservices, the Local
Directories and the Local Catalogs;

                                    (iii) market and sell, and attach and place
advertising content, materials and displays on, and/or linked to, the Internet
webpages of the Local Searchservices and/or Local Directories, including without
limitation banners, still and/or animated displays, java applets or displays,
hyperlinked material, and audio and/or video material, whether for a fee or
otherwise, for the purposes of advertising and promoting any goods and/or
services of Licensee or any third party;

                                    (iv) use the Local Catalogs, the Lycos
Catalog, the Lycos Directory, the Licensed Brands, the Licensed Property and the
Lycos Enhancements; and

                                    (v) use the Licensed Marks in the countries
in the Territory where such Licensed Marks are registered as trademarks.

                  2.2 EXCLUSIVITY. The rights and licenses granted under Section
2.1 are "exclusive" to the extent provided in this Section 2.2. Lycos shall not,
during the term of this Agreement, grant to any third party, or itself exercise
(other than for the benefit of Licensee), any right or license granted under
Section 2.1 or any right or license to offer, operate or maintain any
Searchservice offered under the brand name "Lycos" at a web site including a
country designation for any country in the Territory or at any other website
which specifically targets residents in any country in the Territory. Licensee
acknowledges that, except as otherwise expressly provided in this Section 2.2,
Lycos is free to use or license the Local Catalogs, the 




Lycos Catalog, the Lycos Directory, the Licensed Brands, the Licensed Marks, the
Licensed Property and the Lycos Enhancements.

                  2.3 RESTRICTIONS ON TRANSFER. Except as expressly permitted
pursuant to and in accordance with Section 2.4, Licensee shall have no right to
sell, assign, sublicense or otherwise transfer, whether voluntarily or
involuntarily, any of the rights and license granted under Section 2.1.

                  2.4 SUBLICENSING.

                           (a) Subject to Section 2.4(b), Licensee shall have
the right to grant sublicenses under this Agreement for one or more countries in
the Territory to a Licensee Affiliate established to exploit such country or
countries (or, where applicable local law would prevent Licensee from directly
or through a Licensee Affiliate exploiting any country or countries in the
Territory, to a locally owned or controlled sublicensee located in such country
or countries and reasonably acceptable to Lycos) without any obligation to pay
Lycos any additional or increased royalty to Lycos by reason of any such
sublicense.

                           (b) Lycos shall have the right to approve all of the
terms and conditions on which any sublicense is granted by Licensee to a
sublicensee, which approval shall not be unreasonably withheld. Any sublicense
granted by Licensee to a sublicensee shall be granted pursuant to a written
sublicense agreement in form and substance acceptable to Lycos.

         3. DOMAIN NAMES.

                  3.1 OWNERSHIP OF DOMAIN NAMES. To the extent permitted under
applicable local law and regulation, Licensee shall be the owner, for the
ultimate benefit of Lycos, of domain names which include the name "Lycos" and
which are the domain names of websites at which Licensee offers the Local
Searchservices ("Lycos Domain Names"). In the event Licensee is at any time not
permitted under applicable local law and regulation to be the owner of any Lycos
Domain Name, then a third party acceptable to Lycos and Licensee and permitted
under applicable local law and regulation to be the owner of such Lycos Domain
Name shall be designated to hold ownership of such Lycos Domain Name for the
benefit of Licensee, and for the ultimate benefit of Lycos. Before any such
Lycos Domain Name is registered in the name of Licensee or any third party,
Licensee and/or such third party, as applicable, shall execute and deliver to
Lycos such instruments or documents as Lycos may reasonably require to assure to
Lycos its ultimate beneficial interest in such Lycos Domain Name. For the
avoidance of doubt, for so long as Lycos or an Affiliate of Lycos is a
shareholder of Licensee, Licensee shall have the right to use any Lycos Domain
Names without charge, other than payment of registration and maintenance fees.
Further, Licensee shall, as absolute owner, own all right, title and interest
in, to and under all domain names (other than Lycos Domain Names) for all
websites established and operated by the Licensee.

                  3.2 AVAILABILITY OF DOMAIN NAMES. Lycos makes no assurance or
representation that the domain name comprised of "www.lycos" and the appropriate
country 




designation is or will be available for any particular country in the Territory.
In the event the domain name comprised of "www.lycos" and the appropriate
country designation for any particular country in the Territory is not available
at the time of the initial commercial launch of the Local Searchservice for such
country, Lycos and Licensee shall, by mutual agreement, select a domain name for
such country which includes the name "Lycos" in combination with other letters
or words. Lycos shall use reasonable commercial efforts to procure for Licensee
registration of domain names comprised of "www.lycos" and the appropriate
country designation for any country in the Territory which have been registered
by third parties, provided that Lycos shall not be required to commence
litigation against any such third party or to make any payment to any such third
party in an amount which Lycos considers to be unreasonable under the
circumstances.

         4. CATALOGS. Lycos shall provide and update the Local Catalogs, and be
solely responsible for compiling, maintaining and updating the Lycos Catalog.
Licensee shall not, without the prior written approval of Lycos in each
instance, modify or change the Lycos Catalog in any respect. Lycos shall make
the Local Catalogs and the Lycos Catalog available as provided in Section 6, and
shall update the Local Catalogs and the Lycos Catalog as provided in Section
10.1.

         5. LICENSED SOFTWARE. Lycos shall be solely responsible for (a) making
any modifications or changes to the Lycos Software which may be necessary to
develop or create Licensed Software capable of supporting the Local
Searchservices, (b) updating the Licensed Software, and (c) maintaining and
supporting, at Licensee's cost and expense (except as otherwise expressly
provided herein), the Licensed Software. Licensee shall not, without the prior
written approval of Lycos in each instance, modify or change the Licensed
Software in any respect. Lycos shall initially make the Licensed Software for
any Local Searchservice available as provided in Section 6.1 and shall update
the Licensed Software as provided in Section 10.2.

         6. INITIAL STAGING, TESTING, PROBLEM RESOLUTION, COMMERCIAL READINESS
AND LAUNCH.

                  6.1 INITIAL STAGING. Within sixty (60) days after the
Effective Date, Lycos shall make the Initial Local Catalogs, the Lycos Catalog
and the Licensed Software, each as then existing, for the Initial Local
Searchservices available for use on a staging server located in the United
States, and shall inform Licensee how to access the Initial Local Catalogs, the
Lycos Catalog and the Licensed Software for the Initial Local Searchservices on
such staging server. Thereafter from time to time in accordance with the
Roll-Out Schedule, Lycos shall make the Local Catalog, the Lycos Catalog and the
Licensed Software, each as then existing, for other Local Searchservices
available for use on a staging server located in the United States, and shall
inform Licensee how to access the Local Catalog, the Lycos Catalog and the
Licensed Software for such Local Searchservices on such staging server.

                  6.2 TESTING, PROBLEM RESOLUTION AND COMMERCIAL READINESS.
During the Staging Period for any Local Searchservice, Lycos and Licensee shall
conduct such tests of the Local Catalogs, the Lycos Catalog and the Licensed
Software for such Local Searchservice as either party deems necessary or
desirable, and Lycos shall, at Lycos's expense, use reasonable 




commercial efforts to resolve any material performance issues with respect to
the Local Catalogs, the Lycos Catalog and the Licensed Software for such Local
Searchservice as may be identified by Lycos or as may be identified by Licensee
and communicated by Licensee to Lycos. When any Local Searchservice has achieved
Commercial Readiness, as jointly determined by Lycos and Licensee in their
reasonable commercial judgment, the Staging Period for such Local Searchservice
shall terminate. In the event that, notwithstanding the good faith efforts of
the parties, the parties have not jointly determined within 180 days after the
Effective Date that the Initial English Version and the Initial Chinese Version
have achieved Commercial Readiness, either party may terminate this Agreement by
written notice to the other.

                  6.3 INITIAL PUBLIC ACCESS AND LAUNCH. Upon termination of the
Staging Period with respect to any Local Searchservice by joint determination of
the parties that such Local Searchservice has achieved Commercial Readiness,
Lycos shall make the Local Catalog, the Lycos Catalog and the Licensed Software,
each as then existing, for such Local Searchservice available for use on the
servers which will be used to support the appropriate Local Site, either by
installation thereon if such servers are then located in the United States or by
transmission to Licensee by File Transfer Protocol or Federal Express, as Lycos
may determine in its discretion, if such servers are then located outside the
United States. Within sixty (60) days after Lycos has completed such
installation or transmission to Licensee, Licensee shall announce to the public
the commencement of such Local Searchservice at the appropriate Local Site,
making due allowance for the development of a well-considered plan for the
commercial launch and initial marketing of such Local Searchservice.

         7. LOCAL CONTENT AND LOCALIZATION.

                  7.1 LOCAL CONTENT. Licensee acknowledges that the displayable
content available through access to the Local Catalog, the Lycos Catalog and the
Licensed Software for any Local Searchservice will be limited to the content of
the Local Catalog and the Lycos Catalog and displays relating directly to
navigation, search and directory functions. Licensee shall design and develop
local content, including both information and advertising, customized for the
market in each country in the Territory and combine such local content with the
displayable content available through access to the Local Catalog, the Lycos
Catalog and the Licensed Software for each Local Searchservice, all in a manner
and format substantially similar to the Lycos Searchservice.

                  7.2 LOCALIZATION. Licensee shall be responsible, at its
expense, for all translation and other localization work (other than
modification of the Local Catalogs, the Lycos Catalog and the Licensed Software)
required in order to develop the Local Searchservices.

         8. TRANSFER OF OPERATIONS.

                  8.1 INITIAL OPERATIONS. Initially, Lycos shall operate and
maintain the Local Searchservices for Licensee using dedicated equipment
purchased or leased by Licensee and installed and located in the United States.
Licensee shall reimburse Lycos for all reasonable costs (including indirect
costs and overhead) reasonably incurred by Lycos in operating and maintaining
the Local Searchservices for Licensee, including without limitation costs
incurred in preparing to commence such operation and 




maintenance, but excluding all costs expressly agreed to be borne by Lycos under
this Agreement.

                  8.2 TRANSFER OF OPERATIONS. When and as feasible, as
determined and agreed by Lycos and Licensee, Lycos shall transfer the operation
and maintenance of the Local Searchservices from Lycos to Licensee, and, in
connection with such transfer, the equipment referred to in Section 8.1 shall be
shipped by Lycos, at Licensee's expense, to a site in the Territory as
determined by mutual agreement between Lycos and Licensee.

         9. TRAINING AND TECHNICAL ASSISTANCE.

                  9.1 INITIAL TRAINING. Within three (3) months after the
Effective Date, Lycos shall, at times reasonably convenient to Lycos and
Licensee, provide training at Lycos' principal place of business in the United
States for up to five (5) technical trainees who are employees of Licensee, for
a total of not more than three (3) man months, provided that the cost of travel,
food and lodging for such technical trainees shall be borne by Licensee, or, at
the option of Licensee, Lycos shall provide training at a location in Singapore
designated by Licensee for technical trainees who are employees of Licensee,
provided that the cost of travel, food and lodging for the Lycos trainers shall
be borne by Licensee.

                  9.2 INITIAL TECHNICAL ASSISTANCE. For a period of three (3)
months after the date of the commercial launch of any Local Searchservice, Lycos
shall, with respect to such Local Searchservice, provide to Licensee, without
charge, such technical assistance as Licensee may reasonably require to operate
and maintain such Local Searchservice at a performance level commensurate with
the performance of the Lycos Searchservice.

                  9.3 SUBSEQUENT TECHNICAL ASSISTANCE. After the expiration of
the period referred to in Section 9.1, Lycos shall, with respect to the relevant
Local Searchservice, provide to Licensee such technical assistance as Licensee
may reasonably require to operate and maintain such Local Searchservice at a
performance level commensurate with the performance of the Lycos Searchservice,
and Licensee shall compensate Lycos for such technical assistance in accordance
with the most favorable rates offered by Lycos to its customers for providing
such services.

         10. UPDATES.

                  10.1 CATALOG UPDATES. Lycos shall provide to Licensee updates
to (a) the Lycos Catalog when and as such updates are made accessible through
the Lycos Searchservice, and (b) the Local Catalogs at the same intervals as,
and as soon as practical after, updates of the Lycos Catalog are made accessible
through the Lycos Searchservice. Licensee shall reimburse Lycos for its actual
costs incurred in generating such updates. Until operations are transferred by
Lycos to Licensee pursuant to Section 8.2, such updates shall be made available
on the equipment through which the Local Catalogs and the Lycos Catalog are made
available by Lycos to Licensee. After operations are transferred by Lycos to
Licensee pursuant to Section 8.2, such updates shall be made available by File
Transfer Protocol or by Federal Express, as Lycos may 




determine. Lycos shall promptly notify Licensee each time any updates of the
Lycos Catalog or the Local Catalogs are made available.

                  10.2 LICENSED SOFTWARE UPDATES. Lycos shall provide to
Licensee, without charge, updates to (including entirely new versions of) the
Licensed Software at the same intervals as, and as soon as practical after,
updates of the Lycos Software and the Directory Software become available. Until
operations are transferred by Lycos to Licensee pursuant to Section 8.2, such
updates shall be made available by Lycos to Licensee on the equipment through
which the Lycos Software and the Directory Software are made available by Lycos
to Licensee, and Lycos shall promptly notify Licensee each time any such update
is made available. After operations are transferred by Lycos to Licensee
pursuant to Section 8.2, such updates shall be made available by Lycos to
Licensee by File Transfer Protocol or by Federal Express, as Lycos may
determine. At the time Lycos makes available to Licensee any updates to the
Licensed Software, Lycos shall notify Licensee of the changes to the Licensed
Software effected by such updates.

         11. DUTIES OF LICENSEE.

                  11.1 ROLL-OUT SCHEDULE.

                           (a) Unless otherwise agreed between Lycos and
Licensee, and, for so long as the Joint Venture Agreement remains in effect,
between Lycos and SingTel, Local Searchservices shall be initiated first in Tier
One Countries, then in Tier Two Countries and finally in Tier Three Countries.
Subject to Section 11.2 (b), any of the Tier One Countries for which the Service
is not initiated on or before September 30, 2000, any of the Tier Two Countries
for which the Service is not initiated on or before December 31, 2000, and any
of the Tier Three Countries for which the Service is not initiated on or before
March 31, 2001 shall thereupon be automatically excluded from the Territory and
from the license granted under Section 2.1. Lycos and Licensee shall cooperate
in establishing a reasonable roll-out schedule for Local Catalogs and Local
Searchservices in languages other than English, traditional Chinese and
simplified Chinese.

                           (b) If the Licensee fails to meet the deadline set
forth in Section 11.1(a) with respect to any country included in the Territory
and such failure is solely attributable to (i) events beyond the control of
Licensee, including without limitation acts of God, war, invasion, rebellion,
revolution, insurrection, civil commotion, civil war, acts of government,
earthquakes, fire, lightning, storms, floods, unusually severe weather
conditions, natural disasters, strikes, lockouts, boycotts, labor disputes,
terrorism, sabotage, arson, and the like, (ii) the failure of the Licensee (or
any Licensee Affiliate established for such country), notwithstanding its
diligent efforts, to obtain from any government, regulatory or administrative
body any license, approval or permit required with respect to such country, or
(iii) the failure of Lycos to timely perform its obligations under this
Agreement, then such deadline shall be extended by a reasonable period of time
having regard to the circumstances of the delay.

                  11.2 TRAFFIC REPORTS.


                           (a) Commencing on the fifth business day of the month
immediately following the month in which operations are transferred by Lycos to
Licensee pursuant to Section 8.2, and continuing on the fifth business day of
each month thereafter during the term of this Agreement, Licensee shall, for
itself and for each Licensee Affiliate, provide to Lycos via electronic mail a
file, in standard common log file format, containing a complete and detailed
record for the prior month of (a) user accesses (click stream data) to the
Licensed Software, (b) the total number of advertising impressions possible, (c)
advertising impressions filled expressed as a percentage of advertising
impressions possible, and (d) the number of specific advertisements placed by
each advertiser, indicating whether such advertisements are rotational, static
or keyword based.

                           (b) Commencing on the second business day of the week
immediately following the week in which the operations are transferred by Lycos
to Licensee pursuant to Section 8.2, and continuing on the second business day
of each week thereafter during the term of this Agreement, Licensee shall, for
itself and for each Licensee Affiliate, provide to Lycos via electronic mail a
report summarizing the previous week's daily traffic to each Local Site.

                  11.3 DATABASE TRANSFERS. Commencing on the fifth business day
of the month immediately following the month in which operations are transferred
by Lycos to Licensee pursuant to Section 8.2, and continuing on the fifth
business day of each month thereafter during the term of this Agreement,
Licensee shall, for itself and for each Licensee Affiliate, provide to Lycos via
electronic mail an updated database containing the names of the registered users
of any e-mail, web community or other service offered by Licensee and Licensee
Affiliates under license from Lycos or any of its Affiliates, together with such
other information regarding such users as Lycos may specify from time to time.
The content of the database and all other information regarding such users shall
be jointly owned by Lycos, SingTel and Licensee.

                  11.4 COMPLIANCE WITH LAW. Licensee shall operate and maintain
the Local Searchservice for each country in the Territory in compliance with all
applicable laws, rules and regulations of any relevant Regulatory Body.

                  11.5 STANDARD OF OPERATION. Licensee shall operate and
maintain the Local Searchservices in a manner which is consistent with the
quality standards of Lycos and which meets or exceeds the response performance
standards of the Lycos Searchservice, subject to compliance by Lycos with its
obligations under Section 9 and Section 10.

                  11.6 LYCOS APPROVAL OF SAMPLE MATERIALS. Lycos shall have the
right to approve, prior to distribution, samples of all hard copy advertising
and promotional materials developed by Licensee (or any Licensee Affiliate) and
using any of the Licensed Brands or the Licensed Marks. Lycos shall be deemed to
have given such approval in the event such samples are approved by the Chief
Operating Officer of Licensee.

                  11.7 PRIVACY POLICY. In connection with each Local
Searchservice, Licensee agrees to implement a privacy policy consistent with
that utilized by Lycos in connection with 


the Lycos Searchservice and posted at www.lycos.com, with such modifications as
may be required by applicable local law.

         12. LEAKAGE. With respect to all internet traffic which is incoming to
and websites linked to on a networked basis and which originates from any
country in the Territory for which the Local Searchservice has been initiated,
Lycos shall automatically redirect such traffic to the appropriate website at
which the Local Searchservice is offered for such country, except that and
websites linked to on a networked basis shall be accessible through links
maintained at the Local Sites. In addition, with respect to all internet traffic
which is incoming to and websites linked to on a networked basis and which
originates from any country outside the Territory from a user identifiable as a
user whose normal access would be from a country in the Territory for which the
Local Searchservice has been initiated, Lycos shall automatically redirect such
traffic to the appropriate Local Site at which the Local Searchservice is
offered for such country

         13. ADDITIONAL PROPERTIES.

                  13.1 LICENSEE'S RIGHT OF FIRST REFUSAL. Lycos agrees that
neither Lycos nor any of its Affiliates will grant to any third party, or itself
exercise, any right or license to offer, operate or maintain any Additional
Properties at a website including a country designation for any country in the
Territory or at any other website which specifically targets residents in any
country in the Territory unless Lycos or such Affiliate first offers to grant to
Licensee, on most favored customer terms (which may include payment of a lump
sum royalty on a most favored customer basis), the right and license to offer,
operate and maintain such Additional Property at the Local Sites together with
the Local Searchservice and Licensee shall have failed to accept such offer
within sixty (60) days after such offer is made, or, notwithstanding the good
faith efforts of the parties, shall have failed to enter into a mutually
acceptable license agreement with Lycos or such Affiliate within ninety (90)
days after such offer is made.

                  13.2 LICENSEE'S ACQUISITION OF THIRD PARTY PROPERTIES.
Licensee shall not acquire from a party other than Lycos or any of its
Affiliates any Third Party Properties which are similar or identical to any
Additional Properties of Lycos or any of its Affiliates not then licensed to
Licensee unless Licensee first offers to acquire from Lycos or such Affiliate,
on most favored customer terms (which may include payment of a lump sum royalty
on a most favored customer basis), the right and license to offer, operate and
maintain such Additional Property at the Local Sites and Lycos or such Affiliate
shall have failed to accept such offer within sixty (60) days after such offer
is made, or, notwithstanding the good faith efforts of the parties, shall have
failed to enter into a mutually acceptable license agreement with Licensee
within ninety (90) days after such offer is made.

         14. [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]


         15. TAXES. In the event the Singapore government imposes any
withholding taxes on any amounts payable by Licensee to Lycos under this
Agreement, including without limitation any royalty payment to be made by
Licensee to Lycos under Section 14, Lycos shall bear all such withholding taxes
and Licensee shall deduct the amount of such withholding taxes from the amount
of such payments, remit such taxes to the appropriate taxing authority, and
remit the balance of such payments, together with evidence of the remittance of
such tax to the appropriate taxing authority, to Lycos.

         16. RIGHTS IN INTELLECTUAL PROPERTY.

                  16.1 RESERVATION OF RIGHTS. Except as otherwise expressly set
forth in this Agreement, no right, title or interest in or to the Local
Catalogs, the Lycos Catalog, the Lycos Directory, the Licensed Software, the
Licensed Property, the Licensed Brands, the Licensed Marks, the Lycos
Enhancements, the Local Searchservices or in any domain name including the name
"Lycos," or any variant thereof or combination therewith, or in or to any other
intellectual property, shall pass to Licensee under this Agreement. Without
limiting the foregoing, no right or license is granted or shall pass to Licensee
with respect to any web-crawler or spidering technology used to index and
catalog web sites on the Internet, or to the Lycos Software, the Directory
Software or any patents, copyrights, knowhow, software or other rights or
property relating to any such technology.

                  16.2 LYCOS ENHANCEMENTS. All ownership and other rights in and
to the Lycos Enhancements shall vest in and inure to the benefit of Lycos. Upon
request, Licensee shall execute all such documents, including without limitation
documents of assignment, and take all such steps and render all such assistance
as may be necessary to assure to Lycos its rights under this Section 16.2.

                  16.3 JOINT ENHANCEMENTS. All ownership and other rights in and
to Joint Enhancements shall vest in and inure to the benefit of Lycos and
Licensee jointly. Each party shall have the right to use Joint Enhancements, but
neither party shall have the right to license Joint Enhancements without the
prior written consent of the other party.

                   16.4 LICENSEE ENHANCEMENTS. All ownership and other rights in
and to the Licensee Enhancements shall vest in and inure to the benefit of
Licensee. Licensee hereby grants to Lycos a royalty-free, non-exclusive,
worldwide (other than with respect to the Territory) license, with the right to
sublicense, to use the Licensee Enhancements in connection with the Lycos
Searchservice or otherwise.

                  16.5 NO REGISTRATION BY LICENSEE. Licensee shall not, in any
country in the Territory or in any other jurisdiction, make any patent,
trademark, service mark or copyright registration or application for
registration with respect to any intellectual property owned or licensed by
Lycos, including without limitation the Local Catalogs, the Lycos Catalog, the
Lycos




Directory, the Licensed Software, the Licensed Property, the Licensed Brands,
the Licensed Marks or the Lycos Enhancements, or, except as otherwise provided
in Section 3, with respect to any domain name which includes the name "Lycos,"
or any variant thereof or combination therewith.

                  16.6 BENEFIT. All use of the Licensed Property shall inure to
the benefit of Lycos, or, as applicable, its licensors.

         17. MARKING.

                  17.1 MARKING OF MATERIALS. Licensee shall, in accordance with
the applicable laws of the countries in the Territory, include any appropriate
patent, trademark and copyright markings and notations in all marketing,
advertising, promotional and other materials which are used in such countries
and which refer to the Licensed Property or the Licensed Marks. Without limiting
the foregoing, if the name "Lycos" appears in any such materials, such materials
shall include the following statement: "Lycos-REGISTERED- is a registered
trademark of Carnegie Mellon University in the United States of America [, the
country where used if registered as a trademark in such country] and other
countries. All Rights Reserved."

                  17.2 MARKING OF ENTRY SCREEN. Subject to applicable local law,
the following statement shall appear on the entry screen of the Local
Searchservices and at the bottom of each search result, in a font no smaller
than the font for the main text used in the relevant Local Searchservice and
otherwise in such manner as Lycos may specify to Licensee from time to time:

                                "-C-1995-____ Lycos, Inc.
                       Lycos-REGISTERED- is a registered trademark
                       of Carnegie Mellon University in the United
                       States of America [, the country for which
                       such Local Searchservice is offered if
                       registered as a trademark in such country]
                       and other countries. All Rights Reserved."

         18. RIGHT TO LICENSE, PROTECTION OF RIGHTS AND INFRINGEMENT.

                  18.1 RIGHT TO LICENSE. Lycos hereby represents and warrants to
Licensee that:

                           (a) Lycos owns and will own, or is and will be a
licensee (with the right to grant sublicenses) of, the Local Catalogs, the Lycos
Catalog, the Lycos Directory, the Licensed Software and the Licensed Property
made available or to be made available by Lycos to Licensee under this
Agreement, and has the right and authority to grant the rights and licenses with
respect thereto set forth in Section 2.1; and

                           (b) "Lycos" is a registered trademark of Carnegie
Mellon University in the United States of America and in the countries in the
Territory indicated on the attached EXHIBIT B, trademark registrations for the
name "Lycos" are pending in the countries in the Territory indicated on the
attached EXHIBIT B, Lycos has requested Carnegie Mellon University to file
trademark applications for the trademark "Lycos" in all other countries in the
Territory and




has undertaken to bear all expenses relating thereto, and Lycos, as licensee,
has the right and authority to grant the rights and licenses with respect to the
Licensed Marks set forth in Section 2.1.

                  18.2 MAXIMUM LIABILITY. [***]

                  18.3 LICENSED BRANDS. Lycos agrees to use reasonable
commercial efforts to cause trademark applications for registration of the name
"Lycos" to be filed in each country in the Territory where no such application
has been filed as of the date of this Agreement, it being understood that
Carnegie Mellon University is the owner of the name "Lycos" and that Lycos is
accordingly very limited as to the reasonable commercial efforts it can make to
cause such trademark applications to be filed. LYCOS MAKES NO REPRESENTATIONS
AND WARRANTIES WITH RESPECT TO THE OWNERSHIP, THE RIGHT OF LYCOS TO LICENSE OR
THE RIGHT OF LICENSEE TO USE THE LICENSED BRANDS IN ANY COUNTRY IN ANY COUNTRY
IN THE TERRITORY, AND GIVES NO ASSURANCE THAT ANY OF THE LICENSED BRANDS CAN OR
WILL BE REGISTERED AS REGISTERED TRADEMARKS IN ANY COUNTRIES IN THE TERRITORY.

                  18.4 INFRINGEMENT ON RIGHTS OF THIRD PARTIES.

                           (a) In the event Licensee's use of the Local
Catalogs, the Lycos Catalog, the Lycos Directory, the Licensed Software and the
Licensed Property in accordance with the provisions of this Agreement and in the
form in which provided by Lycos to Licensee is determined to infringe on the
rights of any third party, Lycos shall, at its own expense and in its sole
discretion, (a) procure for Licensee the right to continue such use, (b) replace
the infringing item with a non-infringing item, or (c) modify the infringing
item to make it non-infringing; provided, however, that the liability of Lycos
to Licensee for any breach by Lycos of this Section 18.4(a) shall be subject to
the applicable liability limit set forth in Section 18.2.

                           (b) Subject to the applicable liability limit set
forth in Section 18.2, Lycos shall indemnify and hold Licensee harmless from and
against all losses, damages and liabilities resulting from the actual
infringement of the Local Catalogs, the Lycos Catalog, the Lycos Directory, the
Licensed Software, the Licensed Property, the Licensed Brands or the Licensed
Marks on the rights of third parties; provided, however, that this
indemnification shall not apply to any continued use of the Licensed Brands or
the Licensed Marks in any country in the Territory after Licensee is put on
notice or otherwise becomes aware that use of the Licensed Brands or the
Licensed Marks in such country infringes on the rights of a third party.

                  18.5 INDEMNIFICATION BY LICENSEE. Lycos shall not have any
obligation or liability to Licensee for any infringement of the Local Directory
on the rights of third parties, or any infringement of the Local Catalogs, the
Lycos Catalog, the Lycos Directory, the Licensed Software and the Licensed
Property on the rights of third parties if such infringement is attributable to
modifications thereto made by Licensee with or without the consent of Lycos,
and, subject to the applicable liability limit set forth in Section 18.2,
Licensee shall indemnify and 

*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION



hold Lycos harmless from and against all losses, damages or liabilities
resulting from any actual infringement resulting from such modifications.

                  18.6 INFRINGEMENT BY THIRD PARTIES. In the event Licensee
becomes aware of any infringement by any third party on the rights and licenses
granted by Lycos to Licensee under this Agreement, Licensee shall promptly
notify Lycos of any such infringement. Lycos may, but shall not be obligated to,
take such action against such infringement as Lycos may deem appropriate.

         19. YEAR 2000 WARRANTY. Lycos hereby represents and warrants to
Licensee that the Licensed Software will perform its functions and properly
access the Local Catalogs without interruption or failure by reason of the
calendar year in which used, whether before, during or after the year 2000, or
by reason of errors in date processing, date recognition or other date dependent
functions, provided that all other products used in combination with the
Licensed Software and the Local Catalogs, including without limitation operating
systems and other software, properly exchange data with the Licensed Software.
In the event of any breach of the foregoing warranty, Lycos shall, as Licensee's
sole remedy, modify the Licensed Software so as to comply with the foregoing
warranty.

         20. WARRANTY DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS
18.1 AND 19, LYCOS MAKES NO WARRANTIES TO LICENSEE OF ANY KIND, WRITTEN OR ORAL,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, ALL OF
WHICH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

         21. CONFIDENTIALITY.

                  21.1 CONFIDENTIALITY. For so long as this Agreement remains in
effect and for a period of two (2) years after any expiration or termination of
this Agreement, each party shall keep strictly confidential, and shall not
disclose, any confidential information of the other party received under or in
connection with this Agreement, including without limitation any information,
written or oral, relating to customers, costs, profits, markets, sales,
products, product development, key personnel, pricing policies, operational
methods, technology, know-how, technical processes, formulae or plans for future
development; provided, however, that confidential information shall not include,
and the disclosure restrictions of this Section 21.1 shall not apply to, any
information received by either party from the other which:

                           (a) was already known to the recipient at the time of
receipt;

                           (b) was at the time of receipt, or thereafter
becomes, freely and generally available to the public through no wrongful act of
the recipient;

                           (c) is rightfully received by the recipient from a
third party legally entitled to disclose such information free of
confidentiality restrictions;


                           (d) is disclosed by the recipient pursuant to the
order of any court or in connection with any legal proceeding commenced by or
against the recipient, provided that prior to any such disclosure the recipient
shall give the other party a reasonable opportunity to seek a protective order
with respect to any such disclosure; or

                           (e) is disclosed by the recipient, or any Affiliate
of the recipient, as required under any applicable securities laws Upon the
expiration or termination of this Agreement, either party shall either destroy
or return to the other party all memoranda, notes, records, reports and other
documents (including all copies thereof) containing any confidential information
of such other party and in such other party's possession or under its control at
the time of such expiration or termination, and shall give written certification
of compliance with this paragraph to such other party.

                  21.2 PRESS RELEASES AND ANNOUNCEMENTS. Neither party shall
issue any press releases or public announcements relating to this Agreement, the
transactions contemplated by this Agreement or the business of Licensee without
the prior written approval of the other party, which approval shall not be
unreasonably withheld or delayed, except that each party shall be permitted to
issue any press releases or publicity statements (whether or not approved by the
other party) to the extent required by any applicable securities laws, and Lycos
shall have the right to issue press releases and make public announcements
relating to its products, services and plans.

         22. TERM AND TERMINATION.

                  22.1 TERM. Unless sooner terminated as provided in Section
6.2, Section 22.2, Section 22.3 or Section 22.4 the term of this Agreement shall
commence from the Effective Date and continue until the dissolution of Licensee.

                  22.2 AUTOMATIC TERMINATION. This Agreement is subject to
automatic termination upon the making of any order by the High Court of the
Republic of Singapore for the winding up or judicial management of the Company,
or the passing of any special resolution by the shareholders of the Company for
the winding up or liquidation of the Company.

                  22.3 TERMINATION BY LYCOS. Lycos may terminate this Agreement
by written notice to Licensee in the event Licensee fails to make any
installment payment of royalties when and as due, or in the event Licensee
ceases to conduct business for a period of not less than sixty (60) consecutive
days, and such failure or cessation of business continues for thirty (30) days
after written notice thereof is given by Lycos to Licensee.

                  22.4 TERMINATION BY LICENSEE. Licensee may terminate this
Agreement in the event Lycos materially breaches this Agreement and such breach,
if susceptible of cure, remains uncured for thirty (30) days after Licensee
gives written notice of such breach to Lycos.


                  22.5 EFFECT OF TERMINATION. The expiration or termination of
this Agreement shall not affect any payment obligations of either party to the
other accrued or otherwise existing as of the date of such expiration or
termination. Upon the expiration or termination of this Agreement for any
reason, all of the rights and licenses granted under Section 2.1, and any
sublicenses granted pursuant to this Agreement, shall terminate, and Licensee
shall immediately (a) cease any use of the Licensed Brands, the Licensed Marks,
the Licensed Property, the Local Catalogs, the Lycos Catalog, the Lycos
Directory, the Licensed Software and the Lycos Enhancements, (b) either return
to Lycos or destroy all embodiments thereof, and (c) certify to Lycos in writing
that Licensee has complied with the requirements of clauses (a) and (b) of this
Section 22.5.

                  22.6 SURVIVAL. The provisions of Sections 16 and 21 shall
survive any expiration or termination of this Agreement.

         23. MISCELLANEOUS.

                  23.1 COSTS. Except as may be otherwise expressly provided in
this Agreement, each party shall bear its own costs and expenses in carrying out
its obligations under this Agreement.

                  23.2 LATE PAYMENTS. All amounts payable by either party to the
other party under this Agreement shall be due and payable within thirty (30)
days after the date of invoice. If any payment is not received within thirty
(30) days after the date of invoice, interest will be imposed on such amount
from the date due until paid in full at a rate of one percent (1%) per month.

                  23.3 NOTICES. Any notice, request, demand, approval or consent
required or permitted under this Agreement shall be in writing and shall be
effective upon actual receipt when delivered by (a) registered mail, postage
prepaid, return receipt requested, (b) personal delivery, (c) an overnight
courier of recognized reputation (such as DHL or Federal Express), or (d)
transmission by facsimile (with confirmation by mail), in each case addressed as
follows:

                           If to Lycos:     Lycos, Inc.
                                            400-2 Totten Pond Road
                                            Waltham, MA 02154, U.S.A
                                            Attention:  General Counsel
                                            Telephone:  (781) 370-2700
                                            Facsimile:  (781) 370-2600
                                         

                           With a copy to:  Coudert Brothers
                                            1055 West 7th Street, 20th Floor
                                            Los Angeles, CA 90017, U.S.A.
                                            Attention:   Richard G. Wallace
                                            Telephone:   (213) 688-9088
                                            Facsimile:   (213) 689-4467


                           If to Licensee:  Lycos Asia Pte Ltd
                                            ---------------------------
                                            ---------------------------
                                            Attention: 
                                                        ---------------
                                            Telephone:
                                                        ---------------
                                            Facsimile:
                                                        ---------------

Either party may change its address or facsimile number for notice purposes by
notice given to the other party in accordance with this Section 23.3.

                  23.4 ASSIGNMENT. Neither party's rights, duties or
responsibilities under this Agreement may be assigned, delegated or otherwise
transferred in any manner, without the prior written consent of the other party.
Notwithstanding the foregoing, no such consent shall be required in connection
with the assignment, delegation or other transfer of any such rights, duties or
responsibilities (a) by a party to any Affiliate, or (b) in connection with any
merger or other transaction, regardless of its form, in which all or
substantially all of the assets of either party are acquired.

                  23.5 ENTIRE AGREEMENT. This Agreement, including the exhibits
referred to herein, which are hereby incorporated in and made a part of this
Agreement, constitutes the entire contract between the parties with respect to
the subject matter covered by this Agreement. This Agreement supersedes all
previous letters of intent, agreements and understandings, if any, by and
between the parties with respect to the subject matter covered by this
Agreement. This Agreement may not be amended, changed or modified except by a
writing duly executed by the parties hereto.

                  23.6 SEVERABILITY. If any provision of this Agreement is held
by a court of competent jurisdiction to be unenforceable, invalid or void in any
respect, no other provision of this Agreement shall be affected thereby, all
other provisions of this Agreement shall nevertheless be carried into effect and
the parties shall amend this Agreement to modify the unenforceable, invalid or
void provision to give effect to the intentions of the parties to the extent
possible in a manner which is valid and enforceable.

                  23.7 REMEDIES AND WAIVERS. All rights and remedies of the
parties are separate and cumulative, and no one of them, whether exercised or
not, shall be deemed to be to the exclusion of or to limit or prejudice any
other rights or remedies which the parties may have. The parties shall not be
deemed to waive any of their rights or remedies under this Agreement, unless
such waiver is in writing and signed by the party to be bound. No delay or
omission on the part of either party in exercising any right or remedy shall
operate as a waiver of such right or remedy or any other right or remedy. A
waiver on any one occasion shall not be construed as a bar to or waiver of any
right or remedy on any future occasion.


                  23.8 ARBITRATION. In the event any dispute arises between
Lycos and Licensee with respect to any matter arising out of or relating to this
Agreement which cannot be amicably resolved, such dispute shall be submitted to
the London Court of International Arbitration for binding arbitration in
accordance with the UNCITRAL arbitration rules as then in effect. The
arbitration shall be conducted in the English language, and shall be held in
London, England. Any arbitration award rendered in any such arbitration
proceeding may be entered in and enforced by any court of competent
jurisdiction. Nothing contained in this Section 23.8 shall prevent or be
construed to prevent either party from seeking a temporary restraining order or
a preliminary or permanent injunction or any other form of interim, provisional
or equitable relief in any court of competent jurisdiction.

                  23.9 GOVERNING LAW. This Agreement shall be governed by, and
interpreted in accordance with, the laws of England except that each party shall
have the right in its capacity as a disclosing party to enforce the provisions
of Section 21 under either the laws of the State of Massachusetts or the laws of
England. For all purposes relating to the enforcement of Section 21, the parties
shall submit to the non-exclusive jurisdiction of the Courts of Singapore and
the federal and state courts located in the State of Massachusetts provided that
in any matter brought before the federal and state courts located in the State
of Massachusetts the parties irrevocably waive all rights to a jury trial.

                  23.10 HEADINGS. The headings contained in this Agreement are
for convenience only and are not a part of this Agreement, and do not in any way
interpret, limit or amplify the scope, extent or intent of this Agreement, or
any of the provisions of this Agreement.

                  23.11 COUNTERPARTS AND FACSIMILE. This Agreement may be
executed in counterparts, each of which shall constitute an original, but all of
which together shall constitute one and the same agreement. Transmission of
facsimile copies of signed original signature pages of this Agreement shall have
the same effect as delivery of the signed originals.

                  23.12 CONTROLLING LANGUAGE. This Agreement has been prepared,
negotiated and signed in English, and English is the controlling language of
this Agreement.

                  23.13 THIRD PARTY BENEFICIARY. This Agreement is not intended
to and does not confer any rights on any third party, and no such third party
shall be a third party beneficiary under or in respect of this Agreement.


                  23.14 BINDING EFFECT. Subject to Section 23.4, this Agreement
shall be binding upon and shall inure to the benefit of the parties and their
respective successors and assigns.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                             LYCOS, INC.,
                             a corporation organized under the laws of
                             Delaware, USA

                             By:                                             
                             Its:                                            

                             LYCOS ASIA PTE LTD,
                             a company organized under the laws of  Singapore

                             By:                                             
                             Its:                                            





























                                    EXHIBITS


         EXHIBIT A:        Licensed Software
         EXHIBIT B:        Licensed Brands and Marks









                                    EXHIBIT A

 [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]




                                    EXHIBIT B


1.       LICENSED BRANDS

         The Licensed Brands are as follows:

         (a)      Lycos
         (b)      Go Get It


2.       LICENSED MARKS

         The Licensed Marks are as follows:

         Currently none


3.       TRADEMARK REGISTRATIONS FOR LYCOS IN THE TERRITORY

         The trademark registrations for "Lycos" in the Territory are as
         follows:


         Currently none


4.       PENDING TRADEMARK APPLICATIONS FOR LYCOS IN THE TERRITORY

         The pending trademark applications for "Lycos" in the Territory are as
         follows:

         (a)      China             -       filed 10/21/97, published 11/21/98
         (b)      Hong Kong         -       filed 10/07/97
         (c)      Singapore         -       filed 08/22/97






                                                                   Exhibit 10.29
                                    EXHIBIT C
                                LICENSE AGREEMENT

         THIS LICENSE AGREEMENT (this "Agreement") is made and entered into as
of _____________, 1999 by and between TRIPOD, INC., a corporation organized
under the laws of the State of Delaware, United States of America ("Lycos"), and
LYCOS ASIA PTE LTD, a corporation organized under the laws of Singapore
("Licensee").

                                    RECITALS

         A. Tripod owns or licenses from third parties certain rights relating
to the Tripod Service (as defined below).

         B. Licensee desires to offer local versions of the Tripod Service in
the various countries in the Territory (as defined below), as customized for the
market in each such country.

         C. On the terms and subject to the conditions hereafter set forth,
Licensee desires to obtain from Tripod, and Tripod is willing to grant to
Licensee, the rights and licenses described below.

         NOW THEREFORE, in consideration of the mutual covenants contained
herein, and for other valuable consideration received, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
have the meanings set forth below:

                  "Additional Properties shall mean, as to Tripod, any service
or feature from time to time offered by Tripod at which Tripod is free to
license to third parties.

                  "Affiliate" shall mean, as to any Person, any other Person
that, directly or indirectly, controls, is under common control with, or is
controlled by, such Person, where such control is through the ownership of
voting securities, except that, in any event, a Licensee Affiliate shall not
constitute an Affiliate of Tripod or SingTel for any purpose under this
Agreement and any third party which may hereafter acquire control of Lycos shall
not constitute an Affiliate of Tripod for any purpose under this Agreement.

                  "Commercial Readiness" shall mean, with respect to any Local
Service, the performance of such Local Service at a performance level
commensurate with the performance of the Tripod Service.

                  "Derivative Works" shall mean all Enhancements which are
"derivative works," as such term is defined in the U.S. Copyright Act (17 U.S.C.
Section 101 et seq.).

                                      -1-


                  "Enhancements" shall mean all enhancements, improvements,
additions or modifications to the Licensed Software, the Licensed Property or
the Local Services, of whatever type or nature, whether created or developed
solely by Tripod or its Affiliates, agents, consultants or independent
contractors, solely by Licensee or its Affiliates, agents, consultants or
independent contractors, or jointly by Tripod or its Affiliates, agents,
consultants or independent contractors, on one hand, and Licensee or its
Affiliates, agents, consultants or independent contractors, on the other hand.

                  "Effective Date" shall mean the date of this Agreement as set
forth in the preamble hereof.

                  "Internet" shall mean the global computer network comprised of
multiple interconnected computer networks commonly and collectively referred to
as the "internet," as the same may exist from time to time.

                  "Initial Chinese Version" shall mean the first Local Service
in either traditional Chinese language or simplified Chinese language to achieve
Commercial Readiness.

                  "Initial English Version" shall mean the first Local Service
in the English language to achieve Commercial Readiness.

                  "Initial Local Services" shall mean Local Services in English,
traditional Chinese and simplified Chinese, for use in the Tier One Countries.

                  "Joint Enhancements" shall mean any Enhancements which are not
Derivative Works and which are created or developed jointly by Tripod or its
Affiliates, agents, consultants or independent contractors, on one hand, and
Licensee or its Affiliates, agents, consultants or independent contractors, on
the other hand.

                  "Joint Venture Agreement" shall mean the Joint Venture
Agreement dated as of September __, 1999 by and between Lycos and SingTel.

                  "Licensed Brands" shall mean the brand names, logos and word
phrases listed in the attached EXHIBIT B, and any other brand names, logos and
word phrases which Tripod hereafter uses specifically in connection with the
Tripod Service, to the extent such brand names, logos or word phrases are not
registered as trademarks or service marks in countries in the Territory.

                  "Licensed Marks" shall mean the registered trademarks and
service marks listed in the attached EXHIBIT B, and any other brand name, logo
or word phrase hereafter used by Tripod specifically in connection with the
Tripod Service (including without limitation any Licensed Brand) and registered
by Tripod (or a third party which grants Tripod the right to use or grant
licenses to use any such other brand name, logo or word phrase) as a trademark
or service mark in any country in the Territory.


                                      -2-


                  "Licensed Property" shall mean the Licensed Technology and all
rights in patents, copyright, proprietary information or other intellectual
property recognizable under applicable law in the Territory derived from or
pertaining to the Licensed Software, the Licensed Technology, the Local Services
or the Tripod Enhancements.

                  "Licensed Software" shall mean the Tripod Software, enabled as
necessary to handle double-byte characters, and all relevant application
programming interfaces, as the Tripod Software and the relevant application
programming interfaces are modified or supplemented to support the Local
Services, and as thereafter modified, supplemented, updated or replaced (by
software developed by Tripod) from time to time.

                  "Licensed Technology" shall mean all inventions, ideas,
knowhow, expertise, trade secrets and proprietary information now or hereafter
used by Tripod in connection with the Licensed Software.

                  "Licensee Affiliate" shall mean a corporation or other entity
of which Licensee owns, directly or indirectly, at least 50% of all of the
issued and outstanding shares or other voting ownership interests, and which has
been established pursuant to, and in compliance with the applicable requirements
of, the Joint Venture Agreement.

                  "Licensee Enhancements" shall mean any Enhancements, including
compilations, which (a) are not Derivative Works, and (b) are created or
developed solely by Licensee or its Affiliates, agents, consultants or
independent contractors (other than Tripod) without breaching any provision of
this Agreement.

                  "Local Service" shall mean, with respect to a country in the
Territory, a local version of the Tripod Service, as customized for such country
and in English and/or a principal language of such country, and "Local Services"
shall mean, collectively, all of the Local Services for the various countries in
the Territory.

                  "Local Site" shall mean, with respect to a country in the
Territory, the Internet site or sites through which the Local Service for such
country is from time to time made available to users, the domain name for which
Local Site shall include the name "Tripod" and the appropriate country
designation for such country, and "Local Sites" shall mean, collectively, all of
the Local Sites for the various countries in the Territory.

                  "Lycos" shall mean Lycos, Inc., a Delaware corporation.

                  "Person" shall mean a natural person, sole proprietorship,
corporation, general partnership, limited partnership, limited liability
partnership, limited liability company, joint venture, unincorporated
organization, joint stock company, trust, estate, Regulatory Body or other
entity.

                                      -3-


                  "Regulatory Body" shall mean any national, state, municipal,
local or other governmental body or authority, or any quasi-governmental or
private body exercising any regulatory authority, including any subdivision or
agency thereof.

                  "Roll-Out Schedule" shall mean the roll-out schedule for Local
Services in languages other than English, traditional Chinese and simplified
Chinese established pursuant to Section 11.1(a).

                  "SingTel" shall mean Singapore Telecommunications Limited, a
corporation organized under the laws of Singapore.

                  "Staging Period" shall mean, with respect to any Local
Service, the period commencing from the date Tripod makes the Licensed Software
for such Local Service available to Licensee under Section 6.1 and ending upon
the determination of the parties under Section 6.2 that such Local Service has
achieved Commercial Readiness.

                  "Territory" shall mean the Tier One Countries, the Tier Two
Countries and the Tier Three Countries.

                  "Third Party Properties" shall mean, as to any party other
than Tripod or any of its Affiliates, any service or feature from time to time
offered by such party at an Internet site.

                  "Tier One Countries" shall mean Singapore, Hong Kong, Peoples'
Republic of China, Taiwan, Malaysia and India.

                  "Tier Two Countries" shall mean Thailand, Philippines and
Brunei.

                  "Tier Three Countries" shall mean Indonesia, Vietnam, Laos,
Myanmar and Cambodia.

                  "Tripod Enhancements" shall mean any Enhancements which are
(a) Derivative Works, or (b) created or developed solely by Tripod or its
Affiliates, agents, consultants or independent contractors.

                  "Tripod Service" shall mean the "website community" service
offered by Tripod at www.tripod.com, featuring a homepage building service and
opportunities for users to interact.

                  "Tripod Software" shall mean all computer software used by
Tripod as of the date of this Agreement in connection with the Tripod Service,
and performing the functionality described in the attached EXHIBIT A.

         2. LICENSE.

                  2.1 GRANT OF LICENSE. On the terms and subject to the
conditions of this Agreement, Tripod hereby grants to Licensee the following
rights and licenses:

                                      -4-


                           (a) the exclusive right and license to provide,
operate and maintain the Local Service for each country in the Territory at the
Local Site for such country;

                           (b) the exclusive right and license to market,
promote and otherwise exploit, in each country in the Territory, the Local
Service for such country offered at the Local Site for such country;

                           (c) the exclusive right and license to do the
following in connection with, and only in connection with, providing, operating
and maintaining the Local Service for each country in the Territory at the Local
Site for such country:

                                    (i) select, design and provide local content
for, and incorporate such local content into, each of the Local Services;

                                    (ii) market and sell, and attach and place
advertising content, materials and displays on, and/or linked to, the Internet
webpages of the Local Services, including without limitation banners, still
and/or animated displays, java applets or displays, hyperlinked material, and
audio and/or video material, whether for a fee or otherwise, for the purposes of
advertising and promoting any goods and/or services of Licensee or any third
party;

                                    (iii) use the Licensed Brands, the Licensed
Property and the Lycos Enhancements; and

                                    (iv) use the Licensed Marks in the countries
in the Territory where such Licensed Marks are registered as trademarks.

                  2.2 EXCLUSIVITY. The rights and licenses granted under Section
2.1 are "exclusive" to the extent provided in this Section 2.2. Tripod shall
not, during the term of this Agreement, grant to any third party, or itself
exercise (other than for the benefit of Licensee), any right or license granted
under Section 2.1 or any right or license to offer, operate or maintain any
"website community" service offered under the brand name "Tripod" at a web site
including a country designation for any country in the Territory or at any other
website which specifically targets residents in any country in the Territory.
Licensee acknowledges that, except as otherwise expressly provided in this
Section 2.2, Tripod is free to use or license the Licensed Brands, the Licensed
Marks, the Licensed Property and the Tripod Enhancements.

                  2.3 RESTRICTIONS ON TRANSFER. Except as expressly permitted
pursuant to and in accordance with Section 2.4, Licensee shall have no right to
sell, assign, sublicense or otherwise transfer, whether voluntarily or
involuntarily, any of the rights and license granted under Section 2.1.

                  2.4 SUBLICENSING.

                                      -5-


                           (a) Subject to Section 2.4(b), Licensee shall have
the right to grant sublicenses under this Agreement for one or more countries in
the Territory to a Licensee Affiliate established to exploit such country or
countries (or, where applicable local law would prevent Licensee from directly
or through a Licensee Affiliate exploiting any country or countries in the
Territory, to a locally owned or controlled sublicensee located in such country
or countries and reasonably acceptable to Tripod) without any obligation to pay
Tripod any additional or increased royalty to Tripod by reason of any such
sublicense.

                           (b) Tripod shall have the right to approve all of the
terms and conditions on which any sublicense is granted by Licensee to a
sublicensee, which approval shall not be unreasonably withheld. Any sublicense
granted by Licensee to a sublicensee shall be granted pursuant to a written
sublicense agreement in form and substance acceptable to Tripod.

         3. DOMAIN NAMES.

                  3.1 OWNERSHIP OF DOMAIN NAMES. To the extent permitted under
applicable local law and regulation, Licensee shall be the owner, for the
ultimate benefit of Tripod, of domain names which include the name "Tripod" and
which are the domain names of websites at which Licensee offers the Local
Services ("Tripod Domain Names"). In the event Licensee is at any time not
permitted under applicable local law and regulation to be the owner of any
Tripod Domain Name, then a third party acceptable to Tripod and Licensee and
permitted under applicable local law and regulation to be the owner of such
Tripod Domain Name shall be designated to hold ownership of such Tripod Domain
Name for the benefit of Licensee, and for the ultimate benefit of Tripod. Before
any such Tripod Domain Name is registered in the name of Licensee or any third
party, Licensee and/or such third party, as applicable, shall execute and
deliver to Tripod such instruments or documents as Tripod may reasonably require
to assure to Tripod its ultimate beneficial interest in such Tripod Domain Name.
For the avoidance of doubt, for so long as Lycos or an Affiliate of Lycos is a
shareholder of Licensee, Licensee shall have the right to use any Tripod Domain
Names without charge, other than payment of registration and maintenance fees.
Further, Licensee shall, as absolute owner, own all right, title and interest
in, to and under all domain names (other than Tripod Domain Names) for all
websites established and operated by the Licensee.

                  3.2 AVAILABILITY OF DOMAIN NAMES. Tripod makes no assurance or
representation that the domain name comprised of "www.tripod" and the
appropriate country designation is or will be available for any particular
country in the Territory. In the event the domain name comprised of "www.tripod"
and the appropriate country designation for any particular country in the
Territory is not available at the time of the initial commercial launch of the
Local Service for such country, Tripod and Licensee shall, by mutual agreement,
select a domain name for such country which includes the name "Tripod" in
combination with other letters or words. Tripod shall use reasonable efforts to
procure for Licensee registration of domain names comprised of "www.tripod" and
the appropriate country designation for any country in the Territory which have
been registered by third parties, provided that Tripod shall not be required to
commence litigation against any such third party or to make any payment to 



                                      -6-


any such third party in an amount which Tripod considers to be unreasonable
under the circumstances.

         4. LICENSED SOFTWARE. Tripod shall be solely responsible for (a) making
any modifications or changes to the Tripod Software which may be necessary to
develop or create Licensed Software capable of supporting the Local Services,
(b) updating the Licensed Software, and (c) maintaining and supporting, at
Licensee's cost and expense (except as otherwise expressly provided herein), the
Licensed Software. Licensee shall not, without the prior written approval of
Tripod in each instance, modify or change the Licensed Software in any respect.
Tripod shall initially make the Licensed Software for any Local Service
available as provided in Section 5.1 and shall update the Licensed Software as
provided in Section 9.2.

         5. INITIAL STAGING, TESTING, PROBLEM RESOLUTION, COMMERCIAL READINESS
AND LAUNCH.

                  5.1 INITIAL STAGING. Within sixty (60) days after the
Effective Date, Tripod shall make the Licensed Software, as then existing, for
the Initial Local Services available for use on a staging server located in the
United States, and shall inform Licensee how to access the Licensed Software for
the Initial Local Services on such staging server. Thereafter from time to time
in accordance with the Roll-Out Schedule, Tripod shall make the Licensed
Software, each as then existing, for other Local Services available for use on a
staging server located in the United States, and shall inform Licensee how to
access the Licensed Software for such Local Services on such staging server.

                  5.2 TESTING, PROBLEM RESOLUTION AND COMMERCIAL READINESS.
During the Staging Period for any Local Service, Tripod and Licensee shall
conduct such tests of the Licensed Software for such Local Service as either
party deems necessary or desirable, and Tripod shall, at Tripod's expense, use
reasonable commercial efforts to resolve any material performance issues with
respect to the Licensed Software for such Initial Local Service as may be
identified by Tripod or as may be identified by Licensee and communicated by
Licensee to Tripod. When any Local Service has achieved Commercial Readiness, as
jointly determined by Tripod and Licensee in their reasonable commercial
judgment, the Staging Period for such Local Service shall terminate. In the
event that, notwithstanding the good faith efforts of the parties, the parties
have not jointly determined within 180 days after the Effective Date that the
Initial English Version and the Initial Chinese Version have achieved Commercial
Readiness, either party may terminate this Agreement by written notice to the
other.

                  5.3 INITIAL PUBLIC ACCESS AND LAUNCH. Upon termination of the
Staging Period with respect to any Local Service by joint determination of the
parties that such Local Service has achieved Commercial Readiness, Tripod shall
make the Licensed Software, as then existing, for such Local Service available
for use on the servers which will be used to support the appropriate Local Site,
either by installation thereon if such servers are then located in the United
States or by transmission to Licensee by File Transfer Protocol or Federal
Express, as Tripod may determine in its discretion, if such servers are then
located outside the United States. Within sixty (60) days after Tripod has
completed such installation or transmission to Licensee, Licensee shall announce
to the public the commencement of such Local Service at the appropriate Local


                                      -7-


Site, making due allowance for the development of a well-considered plan for the
commercial launch and initial marketing of such Local Service.

         6. LOCALIZATION AND MIRRORED SITES.

                  6.1 LOCALIZATION. Licensee shall be responsible, at its
expense, for all translation and other localization work (other than
modification of the Licensed Software) required in order to develop the Local
Services.

                  6.2 IMPLEMENTATION OF MIRRORED SITES. Tripod shall use
reasonable commercial efforts, using information collected from users of the
Tripod Service, to identify any such users who are resident in the Territory and
to compile and maintain a current list of such users and their e-mail addresses.
Tripod shall take reasonable commercial steps to acquaint users of the Tripod
Service who are listed on such list, as updated from time to time, with the
availability of the Local Service and the opportunity to mirror at the Local
Site homepages created using the Tripod Service and to link the mirrored
homepage at the Local Site with the original homepage created using the Tripod
Service. Tripod shall transfer to Licensee, in such manner as may be agreed to
between Tripod and Licensee, the relevant data with respect to homepages created
by users of the Tripod Service whose names appear on the list of Tripod users
resident in the Territory as maintained by Tripod under this Section 6.2.
Commencing for the month in which such mirrored sites are initially created,
Tripod shall provide to Licensee monthly tracking information on transfers by
users of the Tripod Service between homepages created using the Tripod Service
and mirrored homepages at the Local Site. Tripod shall from time to time furnish
to Licensee the e-mail addresses of the users of the Tripod Service listed on
the list maintained by Tripod under this Section 6.2, provided that Licensee
shall not disclose such e-mail addresses to any third party without the written
consent of Tripod.

         7. TRANSFER OF OPERATIONS.

                  7.1 INITIAL OPERATIONS. Initially, Tripod shall operate and
maintain the Local Services for Licensee using dedicated equipment purchased or
leased by Licensee and installed and located in the United States. Licensee
shall reimburse Tripod for all reasonable costs (including indirect costs and
overhead) reasonably incurred by Tripod in operating and maintaining the Local
Services for Licensee, including without limitation costs incurred in preparing
to commence such operation and maintenance, but excluding all costs expressly
agreed to be borne by Tripod under this Agreement.

                  7.2 TRANSFER OF OPERATIONS. When and as feasible, as
determined and agreed by Tripod and Licensee, Tripod shall transfer the
operation and maintenance of the Local Services from Tripod to Licensee, and, in
connection with such transfer, the equipment referred to in Section 7.1 shall be
shipped by Tripod, at Licensee's expense, to a site in the Territory as
determined by mutual agreement between Tripod and Licensee.

         8. TRAINING AND TECHNICAL ASSISTANCE.

                                      -8-


                  8.1 INITIAL TRAINING. Within three (3) months after the
Effective Date, Tripod shall, at times reasonably convenient to Tripod and
Licensee, provide training at Tripod's principal place of business in the United
States for up to five (5) technical trainees who are employees of Licensee, for
a total of not more than three (3) man months, provided that the cost of travel,
food and lodging for such technical trainees shall be borne by Licensee, or, at
the option of Licensee, Tripod shall provide training at a location in Singapore
designated by Licensee for technical trainees who are employees of Licensee,
provided that the cost of travel, food and lodging for the Tripod trainers shall
be borne by Licensee.

                  8.2 INITIAL TECHNICAL ASSISTANCE. For a period of three (3)
months after the date of the commercial launch of any Local Service, Tripod
shall, with respect to such Local Service, provide to Licensee, without charge,
such technical assistance as Licensee may reasonably require to operate and
maintain such Local Service at a performance level commensurate with the
performance of the Tripod Service.

                  8.3 SUBSEQUENT TECHNICAL ASSISTANCE. After the expiration of
the period referred to in Section 8.1, Tripod shall, with respect to the
relevant Local Service, provide to Licensee such technical assistance as
Licensee may reasonably require to operate and maintain such Local Service at a
performance level commensurate with the performance of the Tripod Service, and
Licensee shall compensate Tripod for such technical assistance in accordance
with the most favorable rates offered by Tripod to its customers for providing
such services.

         9. LICENSED SOFTWARE UPDATES. Tripod shall provide to Licensee, without
charge, updates to (including entirely new versions of) the Licensed Software at
the same intervals as, and as soon as practical after, updates of the Tripod
Software become available. Until operations are transferred by Tripod to
Licensee pursuant to Section 7.2, such updates shall be made available by Tripod
to Licensee on the equipment through which the Tripod Software is made available
by Tripod to Licensee, and Tripod shall promptly notify Licensee each time any
such update is made available. After operations are transferred by Tripod to
Licensee pursuant to Section 7.2, such updates shall be made available by Tripod
to Licensee by File Transfer Protocol or by Federal Express, as Tripod may
determine. At the time Tripod makes available to Licensee any updates to the
Licensed Software, Tripod shall notify Licensee of the changes to the Licensed
Software effected by such updates.






         10. DUTIES OF LICENSEE.

                  10.1 ROLL-OUT SCHEDULE.

                           (a) Unless otherwise agreed between Tripod and
Licensee, and, for so long as the Joint Venture Agreement remains in effect,
between Lycos and SingTel, the Service



                                      -9-


shall be initiated first in Tier One Countries, then in Tier Two Countries and
finally in Tier Three Countries. Subject to Section 10.2 (b), any of the Tier
One Countries for which the Service is not initiated on or before September 30,
2000, any of the Tier Two Countries for which the Service is not initiated on or
before December 31, 2000, and any of the Tier Three Countries for which the
Service is not initiated on or before March 31, 2001 shall thereupon be
automatically excluded from the Territory and from the license granted under
Section 2.1. Tripod and Licensee shall cooperate in establishing a reasonable
roll-out schedule for Local Services in languages other than English,
traditional Chinese and simplified Chinese.

                           (b) If the Licensee fails to meet the deadline set
forth in Section 10.1(a) with respect to any country included in the Territory
and such failure is solely attributable to (i) events beyond the control of
Licensee, including without limitation acts of God, war, invasion, rebellion,
revolution, insurrection, civil commotion, civil war, acts of government,
earthquakes, fire, lightning, storms, floods, unusually severe weather
conditions, natural disasters, strikes, lockouts, boycotts, labor disputes,
terrorism, sabotage, arson, and the like, (ii) the failure of the Licensee (or
any Licensee Affiliate established for such country), notwithstanding its
diligent efforts, to obtain from any government, regulatory or administrative
body any license, approval or permit required with respect to such country, or
(iii) the failure of Tripod to timely perform its obligations under this
Agreement, then such deadline shall be extended by a reasonable period of time
having regard to the circumstances of the delay.

                  10.2 TRAFFIC REPORTS.

                           (a) Commencing on the fifth business day of the month
immediately following the month in which operations are transferred by Tripod to
Licensee pursuant to Section 7.2, and continuing on the fifth business day of
each month thereafter during the term of this Agreement, Licensee shall, for
itself and for each Licensee Affiliate, provide to Tripod via electronic mail a
file, in standard common log file format, containing a complete and detailed
record for the prior month of (a) user accesses (click stream data) to the
Licensed Software, (b) the total number of advertising impressions possible, (c)
advertising impressions filled expressed as a percentage of advertising
impressions possible, and (d) the number of specific advertisements placed by
each advertiser, indicating whether such advertisements are rotational, static
or keyword based.

                           (b) Commencing on the second business day of the week
immediately following the week in which the operations are transferred by Tripod
to Licensee pursuant to Section 7.2, and continuing on the second business day
of each week thereafter during the term of this Agreement, Licensee shall, for
itself and for each Licensee Affiliate, provide to Tripod via electronic mail a
report summarizing the previous week's daily traffic to each Local Site.

                  10.3 COMPLIANCE WITH LAW. Licensee shall operate and maintain
the Local Service for each country in the Territory in compliance with all
applicable laws, rules and regulations of any relevant Regulatory Body.

                                      -10-


                  10.4 STANDARD OF OPERATION. Licensee shall operate and
maintain the Local Services in a manner which is consistent with the quality
standards of Tripod and which meets or exceeds the response performance
standards of the Tripod Service, subject to compliance by Tripod with its
obligations under Section 8 and Section 9.

                  10.5 TRIPOD APPROVAL OF SAMPLE MATERIALS. Tripod shall have
the right to approve, prior to distribution, samples of all hard copy
advertising and promotional materials developed by Licensee (or any Licensee
Affiliate) and using any of the Licensed Brands or the Licensed Marks. Tripod
shall be deemed to have given such approval in the event such samples are
approved by the Chief Operating Officer of Licensee.

                  10.6 PRIVACY POLICY. In connection with each Local Service,
Licensee agrees to implement a privacy policy consistent with that utilized by
Tripod in connection with the Tripod Service and posted at www.tripod.com, with
such modifications as may be required by applicable local law.

         11. LEAKAGE. With respect to all internet traffic which is incoming to
and which originates from any country in the Territory for which the Tripod
Service has been initiated, Tripod shall (or shall cause Lycos to) automatically
redirect such traffic to the appropriate website at which the Local Service is
offered for such country, except that and websites linked to on a networked
basis shall be accessible through links maintained at the Local Sites. In
addition, with respect to all internet traffic which is incoming to and which
originates from any country outside the Territory from a user identifiable as a
user whose normal access would be from a country in the Territory for which the
Local Service has been initiated, Tripod shall (or shall cause Lycos to)
automatically redirect such traffic to the appropriate Local Site at which the
Local Service is offered for such country.

         12. ADDITIONAL PROPERTIES.

                  12.1 LICENSEE'S RIGHT OF FIRST REFUSAL. Tripod agrees that
Tripod will not grant to any third party, or itself exercise, any right or
license to offer, operate or maintain any Additional Properties of Tripod under
the brand name "Tripod" at a website including a country designation for any
country in the Territory or at any other website which specifically targets
residents in any country in the Territory unless Tripod first offers to grant to
Licensee, on most favored customer terms (which may include payment of a lump
sum royalty on a most favored customer basis), the right and license to offer,
operate and maintain such Additional Property at the Local Sites together with
the Local Service and Licensee shall have failed to accept such offer within
sixty (60) days after such offer is made, or, notwithstanding the good faith
efforts of the parties, shall have failed to enter into a mutually acceptable
license agreement with Tripod within ninety (90) days after such offer is made.

                  12.2 LICENSEE'S ACQUISITION OF THIRD PARTY PROPERTIES.
Licensee shall not acquire from a party other than Tripod any Third Party
Properties which are similar or identical to any Additional Properties of Tripod
not then licensed to Licensee unless Licensee first offers



                                      -11-


to acquire from Tripod, on most favored customer terms (which may include
payment of a lump sum royalty on a most favored customer basis), the right and
license to offer, operate and maintain such Additional Property at the Local
Sites and Tripod shall have failed to accept such offer within sixty (60) days
after such offer is made, or, notwithstanding the good faith efforts of the
parties, shall have failed to enter into a mutually acceptable license agreement
with Licensee within ninety (90) days after such offer is made.

         13. [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]

         14. TAXES. In the event the Singapore government imposes any
withholding taxes on any amounts payable by Licensee to Tripod under this
Agreement, including without limitation any royalty payment to be made by
Licensee to Tripod under Section 13, Tripod shall bear all such withholding
taxes and Licensee shall deduct the amount of such withholding taxes from the
amount of such payments, remit such taxes to the appropriate taxing authority,
and remit the balance of such payments, together with evidence of the remittance
of such tax to the appropriate taxing authority, to Tripod.

         15. RIGHTS IN INTELLECTUAL PROPERTY.

                  15.1 RESERVATION OF RIGHTS. Except as otherwise expressly set
forth in this Agreement, no right, title or interest in or to the Licensed
Software, the Licensed Property, the Licensed Brands, the Licensed Marks, the
Tripod Enhancements, the Local Services or in any domain name including the name
"Tripod," or any variant thereof or combination therewith, or in or to any other
intellectual property, shall pass to Licensee under this Agreement.

                  15.2 TRIPOD ENHANCEMENTS. All ownership and other rights in
and to the Tripod Enhancements shall vest in and inure to the benefit of Tripod.
Upon request, Licensee shall execute all such documents, including without
limitation documents of assignment, and take all such steps and render all such
assistance as may be necessary to assure to Tripod its rights under this Section
15.2.

                  15.3 JOINT ENHANCEMENTS. All ownership and other rights in and
to Joint Enhancements shall vest in and inure to the benefit of Tripod and
Licensee jointly. Each party shall have the right to use Joint Enhancements, but
neither party shall have the right to license Joint Enhancements without the
prior written consent of the other party.

                  15.4 LICENSEE ENHANCEMENTS. All ownership and other rights in
and to the Licensee Enhancements shall vest in and inure to the benefit of
Licensee. Licensee hereby grants to Tripod a royalty-free, non-exclusive,
worldwide (other than with respect to the 



                                      -12-


Territory) license, with the right to sublicense, to use the Licensee
Enhancements in connection with the Tripod Service or otherwise.

                  15.5 NO REGISTRATION BY LICENSEE. Licensee shall not, in any
country in the Territory or in any other jurisdiction, make any patent,
trademark, service mark or copyright registration or application for
registration with respect to any intellectual property owned or licensed by
Tripod, including without limitation the Licensed Software, the Licensed
Property, the Licensed Brands, the Licensed Marks or the Tripod Enhancements,
or, except as otherwise provided in Section 3, with respect to any domain name
which includes the name "Tripod," or any variant thereof or combination
therewith.

                  15.6 BENEFIT. All use of the Licensed Property shall inure to
the benefit of Tripod, or, as applicable, its licensors.

         16. MARKING.

                  16.1 MARKING OF MATERIALS. Licensee shall, in accordance 
with the applicable laws of the countries in the Territory, include any 
appropriate patent, trademark and copyright markings and notations in all 
marketing, advertising, promotional and other materials which are used in 
such countries and which refer to the Licensed Property or the Licensed 
Marks. Without limiting the foregoing, if the name "Tripod" appears in any 
such materials, such materials shall include the following statement: "Tripod 
-Registered Trademark- is a registered trademark of Tripod, Inc. in the 
United States of America [, the country where used if registered as a trademark
in such country] and other countries. All Rights Reserved."

                  16.2 MARKING OF ENTRY SCREEN. Subject to applicable local law,
the following statement shall appear on the entry screen of the Local Services,
in a font no smaller than the font for the main text used in the relevant Local
Service and otherwise in such manner as Tripod may specify to Licensee from time
to time:

                                  "-C-199__. Tripod, Inc.
                         Tripod-Registered Trademark- is a registered
                         trademark of Tripod, Inc. in the United States
                         of America [, the country for which such Local
                         Searchservice is offered if registered as a
                         trademark in such country] and other
                         countries. All Rights Reserved."

         17. RIGHT TO LICENSE, PROTECTION OF RIGHTS AND INFRINGEMENT.

                  17.1 RIGHT TO LICENSE. Tripod hereby represents and warrants
to Licensee that:

                           (a) Tripod owns and will own, or is and will be a
licensee (with the right to grant sublicenses) of, the Licensed Software and the
Licensed Property made available or to be made available by Tripod to Licensee
under this Agreement, and has the right and authority to grant the rights and
licenses with respect thereto set forth in Section 2.1; and

                                      -13-


                           (b) Tripod is a registered trademark of Tripod in the
United States of America and in the countries in the Territory indicated on the
attached EXHIBIT B, and Tripod has the right and authority to grant the rights
and licenses with respect to the Licensed Marks set forth in Section 2.1.

                  17.2 [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]

                  17.3 LICENSED BRANDS. Tripod shall use reasonable commercial
efforts to register "Tripod" as a registered trademark in any country in the
Territory where "Tripod" is not registered as a registered trademark of Tripod
as of the date hereof. TRIPOD MAKES NO REPRESENTATIONS AND WARRANTIES WITH
RESPECT TO THE OWNERSHIP, THE RIGHT OF TRIPOD TO LICENSE OR THE RIGHT OF
LICENSEE TO USE THE LICENSED BRANDS IN ANY COUNTRY IN ANY COUNTRY IN THE
TERRITORY AND GIVES NO ASSURANCE THAT ANY OF THE LICENSED BRANDS CAN OR WILL BE
REGISTERED AS REGISTERED TRADEMARKS IN ANY COUNTRIES IN THE TERRITORY.

                  17.4 INFRINGEMENT ON RIGHTS OF THIRD PARTIES.

                           (a) In the event Licensee's use of the Licensed
Software and the Licensed Property in accordance with the provisions of this
Agreement and in the form in which provided by Tripod to Licensee is determined
to infringe on the rights of any third party, Tripod shall, at its own expense
and in its sole discretion, (a) procure for Licensee the right to continue such
use, (b) replace the infringing item with a non-infringing item, or (c) modify
the infringing item to make it non-infringing; provided, however, that the
liability of Tripod to Licensee for any breach by Tripod of this Section 17.4(a)
shall be subject to the applicable liability limit set forth in Section 17.2.

                           (b) Subject to the applicable liability limit set
forth in Section 17.2, Tripod shall indemnify and hold Licensee harmless from
and against all losses, damages and liabilities resulting from the actual
infringement of the Licensed Software, the Licensed Property, the Licensed
Brands or the Licensed Marks on the rights of third parties; provided, however,
that this indemnification shall not apply to any continued use of the Licensed
Brands or the Licensed Marks in any country in the Territory after Licensee is
put on notice or otherwise becomes aware that use of the Licensed Brands or the
Licensed Marks in such country infringes on the rights of a third party.

                  17.5 INDEMNIFICATION BY LICENSEE. Tripod shall not have any
obligation or liability to Licensee for any infringement of Licensed Software
and the Licensed Property on the rights of third parties if such infringement is
attributable to modifications thereto made by Licensee with or without the
consent of Tripod, and, subject to the applicable liability limit set forth in
Section 17.2, Licensee shall indemnify and hold Tripod harmless from and against
all 



                                      -14-


losses, damages or liabilities resulting from any actual infringement resulting
from such modifications.

                  17.6 INFRINGEMENT BY THIRD PARTIES. In the event Licensee
becomes aware of any infringement by any third party on the rights and licenses
granted by Tripod to Licensee under this Agreement, Licensee shall promptly
notify Tripod of any sich infringement. Tripod may, but shall not be obligated
to, take such action against such infringement as Tripod may deem appropriate.

         18. YEAR 2000 WARRANTY. Tripod hereby represents and warrants to
Licensee that the Licensed Software will perform its function without
interruption or failure by reason of the calendar year in which used, whether
before, during or after the year 2000, or by reason of errors in date
processing, date recognition or other date dependent functions, provided that
all other products used in combination with the Licensed Software, including
without limitation operating systems and other software, properly exchange data
with the Licensed Software. In the event of any breach of the foregoing
warranty, Tripod shall, as Licensee's sole remedy, modify the Licensed Software
so as to comply with the foregoing warranty.

         19. WARRANTY DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS
17.1 AND 18, TRIPOD MAKES NO WARRANTIES TO LICENSEE OF ANY KIND, WRITTEN OR
ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, ALL OF
WHICH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

         20. CONFIDENTIALITY.

                  20.1 CONFIDENTIALITY. For so long as this Agreement remains in
effect and for a period of two (2) years after any expiration or termination of
this Agreement, each party shall keep strictly confidential, and shall not
disclose, any confidential information of the other party received under or in
connection with this Agreement, including without limitation any information,
written or oral, relating to customers, costs, profits, markets, sales,
products, product development, key personnel, pricing policies, operational
methods, technology, know-how, technical processes, formulae or plans for future
development; provided, however, that confidential information shall not include,
and the disclosure restrictions of this Section 20.1 shall not apply to, any
information received by either party from the other which:

                           (a) was already known to the recipient at the time of
receipt;

                           (b) was at the time of receipt, or thereafter
becomes, freely and generally available to the public through no wrongful act of
the recipient;

                           (c) is rightfully received by the recipient from a
third party legally entitled to disclose such information free of
confidentiality restrictions;

                                      -15-


                           (d) is disclosed by the recipient pursuant to the
order of any court or in connection with any legal proceeding commenced by or
against the recipient, provided that prior to any such disclosure the recipient
shall give the other party a reasonable opportunity to seek a protective order
with respect to any such disclosure; or

                           (e) is disclosed by the recipient, or any Affiliate
of the recipient, as required under any applicable securities laws

Upon the expiration or termination of this Agreement, either party shall 
either destroy or return to the other party all memoranda, notes, records, 
reports and other documents (including all copies thereof) containing any 
confidential information of such other party and in such other party's 
possession or under its control at the time of such expiration or 
termination, and shall give written certification of compliance with this 
paragraph to such other party.

                  20.2 PRESS RELEASES AND ANNOUNCEMENTS. Neither party shall
issue any press releases or public announcements relating to this Agreement, the
transactions contemplated by this Agreement or the business of Licensee without
the prior written approval of the other party, which approval shall not be
unreasonably withheld or delayed, except that each party shall be permitted to
issue any press releases or publicity statements (whether or not approved by the
other party) to the extent required by any applicable securities laws, and
Tripod shall have the right to issue press releases and make public
announcements relating to its products, services and plans.

         21. TERM AND TERMINATION.

                  21.1 TERM. Unless sooner terminated as provided in Section
5.2, Section 21.2, Section 21.3 or Section 21.4 the term of this Agreement shall
commence from the Effective Date and continue until the dissolution of Licensee.

                  21.2 AUTOMATIC TERMINATION. This Agreement is subject to
automatic termination upon the making of any order by the High Court of the
Republic of Singapore for the winding up or judicial management of the Company,
or the passing of any special resolution by the shareholders of the Company for
the winding up or liquidation of the Company.

                  21.3 TERMINATION BY TRIPOD. Tripod may terminate this
Agreement by written notice to Licensee in the event Licensee fails to make any
installment payment of royalties when and as due, or in the event Licensee
ceases to conduct business for a period of not less than sixty (60) consecutive
days, and such failure or cessation of business continues for thirty (30) days
after written notice thereof is given by Tripod to Licensee.

                  21.4 TERMINATION BY LICENSEE. Licensee may terminate this
Agreement in the event Tripod materially breaches this Agreement and such
breach, if susceptible of cure, remains uncured for thirty (30) days after
Licensee gives written notice of such breach to Tripod.

                  21.5 EFFECT OF TERMINATION. The expiration or termination of
this Agreement shall not affect any payment obligations of either party to the
other accrued or otherwise existing 



                                      -16-


as of the date of such expiration or termination. Upon the expiration or
termination of this Agreement for any reason, all of the rights and licenses
granted under Section 2.1, and any sublicenses granted pursuant to this
Agreement, shall terminate, and Licensee shall immediately (a) cease any use of
the Licensed Brands, the Licensed Marks, the Licensed Property, the Local
Catalogs, the Lycos Catalog, the Licensed Software and the Tripod Enhancements,
(b) either return to Tripod or destroy all embodiments thereof, and (c) certify
to Tripod in writing that Licensee has complied with the requirements of clauses
(a) and (b) of this Section 22.5.

                  21.6 SURVIVAL. The provisions of Sections 15 and 20 shall
survive any expiration or termination of this Agreement.

         22. MISCELLANEOUS.

                  22.1 COSTS. Except as may be otherwise expressly provided in
this Agreement, each party shall bear its own costs and expenses in carrying out
its obligations under this Agreement.

                  22.2 LATE PAYMENTS. All amounts payable by either party to the
other party under this Agreement shall be due and payable within thirty (30)
days after the date of invoice. If any payment is not received within thirty
(30) days after the date of invoice, interest will be imposed on such amount
from the date due until paid in full at a rate of one percent (1%) per month.

                  22.3 NOTICES. Any notice, request, demand, approval or consent
required or permitted under this Agreement shall be in writing and shall be
effective upon actual receipt when delivered by (a) registered mail, postage
prepaid, return receipt requested, (b) personal delivery, (c) an overnight
courier of recognized reputation (such as DHL or Federal Express), or (d)
transmission by facsimile (with confirmation by mail), in each case addressed as
follows:





                  If to Tripod:     Tripod, Inc.
                                    400-2 Totten Pond Road
                                    Waltham, MA 02154
                                    U.S.A
                                    Attention:  General Counsel
                                    Telephone:  (781) 370-2700
                                    Facsimile:  (781) 370-2600

                  With a copy to:   Coudert Brothers
                                    1055 West 7th Street, 20th Floor
                                    Los Angeles, CA 90017
                                    U.S.A.

                                      -17-


                                    Attention:   Richard G. Wallace
                                    Telephone:   (213) 688-9088
                                    Facsimile:   (213) 689-4467

                  If to Licensee:   Lycos Asia Pte Ltd

                                    ---------------------------
                                    ---------------------------
                                    Attention:
                                                      ---------------
                                    Telephone:  
                                                      ---------------
                                    Facsimile:  
                                                      ---------------

Either party may change its address or facsimile number for notice purposes by
notice given to the other party in accordance with this Section 22.3.

                  22.4 ASSIGNMENT. Neither party's rights, duties or
responsibilities under this Agreement may be assigned, delegated or otherwise
transferred in any manner, without the prior written consent of the other party.
Notwithstanding the foregoing, no such consent shall be required in connection
with the assignment, delegation or other transfer of any such rights, duties or
responsibilities (a) by a party to any Affiliate, or (b) in connection with any
merger or other transaction, regardless of its form, in which all or
substantially all of the assets of either party are acquired.

                  22.5 ENTIRE AGREEMENT. This Agreement, including the exhibits
referred to herein, which are hereby incorporated in and made a part of this
Agreement, constitutes the entire contract between the parties with respect to
the subject matter covered by this Agreement. This Agreement supersedes all
previous letters of intent, agreements and understandings, if any, by and
between the parties with respect to the subject matter covered by this
Agreement. This Agreement may not be amended, changed or modified except by a
writing duly executed by the parties hereto.

                  22.6 SEVERABILITY. If any provision of this Agreement is held
by a court of competent jurisdiction to be unenforceable, invalid or void in any
respect, no other provision of this Agreement shall be affected thereby, all
other provisions of this Agreement shall nevertheless be carried into effect and
the parties shall amend this Agreement to modify the unenforceable, invalid or
void provision to give effect to the intentions of the parties to the extent
possible in a manner which is valid and enforceable.

                  22.7 REMEDIES AND WAIVERS. All rights and remedies of the
parties are separate and cumulative, and no one of them, whether exercised or
not, shall be deemed to be to the exclusion of or to limit or prejudice any
other rights or remedies which the parties may have. The parties shall not be
deemed to waive any of their rights or remedies under this Agreement, unless
such waiver is in writing and signed by the party to be bound. No delay or
omission on the part of either party in exercising any right or remedy shall
operate as a waiver of such right or remedy or any other right or remedy. A
waiver on any one occasion shall not be construed as a bar to or waiver of any
right or remedy on any future occasion.

                                      -18-


                  22.8 ARBITRATION. In the event any dispute arises between
Tripod and Licensee with respect to any matter arising out of or relating to
this Agreement which cannot be amicably resolved, such dispute shall be
submitted to the London Court of International Arbitration for binding
arbitration in accordance with the UNCITRAL arbitration rules as then in effect.
The arbitration shall be conducted in the English language, and shall be held in
London, England. Any arbitration award rendered in any such arbitration
proceeding may be entered in and enforced by any court of competent
jurisdiction. Nothing contained in this Section 22.8 shall prevent or be
construed to prevent either party from seeking a temporary restraining order or
a preliminary or permanent injunction or any other form of interim, provisional
or equitable relief in any court of competent jurisdiction.

                  22.9 GOVERNING LAW. This Agreement shall be governed by, and
interpreted in accordance with, the laws of England except that each party shall
have the right in its capacity as a disclosing party to enforce the provisions
of Section 20 under either the laws of the State of Massachusetts or the laws of
England. For all purposes relating to the enforcement of Section 20 the parties
shall submit to the non-exclusive jurisdiction of the Courts of Singapore and
the federal and state courts located in the State of Massachusetts provided that
in any matter brought before the federal and state courts located in the State
of Massachusetts the parties irrevocably waive all rights to a jury trial.

                  22.10 HEADINGS. The headings contained in this Agreement are
for convenience only and are not a part of this Agreement, and do not in any way
interpret, limit or amplify the scope, extent or intent of this Agreement, or
any of the provisions of this Agreement.

                  22.11 COUNTERPARTS AND FACSIMILE. This Agreement may be
executed in counterparts, each of which shall constitute an original, but all of
which together shall constitute one and the same agreement. Transmission of
facsimile copies of signed original signature pages of this Agreement shall have
the same effect as delivery of the signed originals.

                  22.12 CONTROLLING LANGUAGE. This Agreement has been prepared,
negotiated and signed in English, and English is the controlling language of
this Agreement.

                  22.13 THIRD PARTY BENEFICIARY. This Agreement is not intended
to and does not confer any rights on any third party, and no such third party
shall be a third party beneficiary under or in respect of this Agreement.

                  22.14 BINDING EFFECT. Subject to Section 22.4, this Agreement
shall be binding upon and shall inure to the benefit of the parties and their
respective successors and assigns.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                      -19-


                                    TRIPOD, INC.,
                                    a corporation organized under the laws of  
                                    Delaware, USA

                                    By:                                        
                                    Its:                                       


                                    LYCOS ASIA PTE LTD,
                                          a company organized under the laws of
                                    Singapore

                                    By:                                        
                                    Its:                                       







                                    EXHIBITS


         Exhibit A:        Licensed Software
         Exhibit B:        Licensed Brands and Marks









                                   EXHIBIT A

                               LICENSED SOFTWARE

 [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]



                                   EXHIBIT B

                           LICENSED BRANDS AND MARKS

 [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]

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