{"id":42407,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joint-venture-agreement-lycos-inc-and-mirae-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-venture-agreement-lycos-inc-and-mirae-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-venture-agreement-lycos-inc-and-mirae-corp.html","title":{"rendered":"Joint Venture Agreement &#8211; Lycos Inc. and Mirae Corp."},"content":{"rendered":"<pre>\n                             JOINT VENTURE AGREEMENT\n\n         THIS JOINT VENTURE AGREEMENT is made as of March 19, 1999 by and\nbetween LYCOS, INC. (\"Lycos\"), a corporation organized under the laws of the\nState of Delaware, United States of America, and MIRAE CORPORATION, a CHUSIK\nHOESA organized under the laws of the Republic of Korea (\"Mirae\").\n\n                                    RECITALS\n\n         A. Lycos provides a World Wide Web navigation, search, directory and\ncommunity service which is supported by advertising and electronic commerce.\nLycos has exclusive worldwide rights to certain technology and knowhow used in\nproviding such service. Lycos is interested in providing a comparable service,\nas culturally adapted and with suitable local content, for the Republic of Korea\nmarket through a joint venture with Mirae.\n\n         B. Mirae is interested in participating with Lycos in the joint\nventure, and has various knowledge, experience and resources which would be of\nbenefit to the joint venture.\n\n         NOW, THEREFORE, the parties to this Agreement hereby agree as follows:\n\n         1. INCORPORATION OF LYCOS KOREA. As promptly as possible after the\nexecution of this Agreement, the parties shall cause a CHUSIK HOESA to be\nincorporated under the laws of the Republic of Korea (the \"Company\") as follows:\n\n                  1.1 NAME. The name of the Company shall be \"Lycos Korea Chusik\nHoesa\" in Korean and \"Lycos Korea, Inc.\" in English.\n\n                  1.2 AUTHORIZED CAPITAL. The authorized capital of the \nCompany shall be [***] consisting of one common class of shares, and the \nCompany shall be authorized to issue 20,000 shares of [***] par value per \nshare (collectively, the \"Stock\") at the time of establishment.\n\n                  1.3 SUBSCRIPTION. At the time of establishment of the \nCompany, each of Lycos and Mirae shall subscribe for 10,000 shares of Stock \nhaving an aggregate par value of [***] for a total subscription of 20,000 \nshares of Stock having an aggregate par value of [***].\n\n                  1.4 LEGENDS ON SHARE CERTIFICATES. Any share certificate\nissued by the Company to evidence any shares of stock of the Company issued to\nLycos or Mirae shall bear the following legend:\n\n                      \"TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS\n                      CERTIFICATE IS SUBJECT TO THE JOINT VENTURE AGREEMENT\n                      BETWEEN LYCOS, INC. AND \n\n                      ***A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED\n                      AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\n                      COMMISSION.\n\n\n\n\n                      MIRAE CORPORATION DATED _________, 1999, AND TO THE \n                      SHAREHOLDERS AGREEMENT BETWEEN LYCOS, INC. AND MIRAE \n                      CORPORATION DATED __________, 1999, COPIES OF WHICH ARE ON\n                      FILE AT THE PRINCIPAL OFFICE OF THE COMPANY IN SEOUL, \n                      KOREA.\"\n\n                  1.5 INITIAL DIRECTORS. The initial directors of the Company \nshall be as follows:\n\n                                       Edward M. Philip\n                                       Eric J. Gerritsen\n                                       Moon Soul Chung\n                                       Kyung Dal Cho\n\n                  1.6 ADDRESS OF REGISTERED OFFICE. The address of the \nregistered office of the Company shall be initially as follows:\n\n                              Lycos Korea, Inc.\n                              c\/o Mirae Corporation\n                              #1309, Korea Stock Exchange, Annex Bldg.,\n                              33, Yoidodong, Youngdungpo-gu\n                              Seoul, Korea 150-010\n\n                  1.7 FISCAL YEAR. The fiscal year of the Company shall end on\nJuly 31, and the initial fiscal year shall be the stub period from the date of\nincorporation of the Company through July 31, 1999.\n\n                  1.8 ACCOUNTING AND BOOKS AND RECORDS. The Company shall keep\naccurate books of account and financial and related records in accordance with\ngenerally accepted Korean accounting principles, standards and procedures,\nconsistently applied. Upon reasonable prior notice and during normal business\nhours, the Company shall make available at its principal office in Seoul, Korea\nfor inspection by Lycos and Mirae, and their designated representatives, the\nbooks of account and records of the Company.\n\n                  1.9 ARTICLES. The Articles of Incorporation of the Company\nshall be in the form of the attached EXHIBIT A.\n\n                  1.10 COSTS AND EXPENSES. The Company shall bear all costs and\nexpenses directly relating to the incorporation of the Company in the Republic\nof Korea, including without limitation registration fees, notary fees, stamp\nduties and the like, and, to the extent permitted by law, attorneys' fees. Mirae\nshall advance any such expenses when and as required, and Mirae shall be\nentitled to prompt reimbursement of such expenses by the Company upon the\ncompletion of its incorporation.\n\n\n\n                  1.11 ASSISTANCE. Mirae shall provide such reasonable\nassistance in connection with the incorporation of the Company as may be\nrequired, including without limitation assistance in connection with the\npreparation or filing of any reports, notices or other filings required to be\nmade in the Republic of Korea by the Company to or with any Korean governmental\nauthority.\n\n         2.       TECHNOLOGY LICENSES..\n\n                  2.1 LICENSING AGREEMENTS. As promptly as possible after the\nincorporation of the Company, Lycos shall enter into license agreements with the\nCompany in the forms attached as EXHIBITS B-1 AND B-2 (the \"License\nAgreements\"). The rights of the Company under the License Agreements shall\ncontinue in accordance with the terms thereof notwithstanding any change in the\nownership of Lycos, any transfer of the assets or business of Lycos, or any\nmerger, consolidation, reorganization or recapitalization affecting Lycos.\n\n                  2.2 ADDITIONAL TECHNOLOGIES. Lycos shall from time to time\nenter into good faith negotiations with the Company regarding the licensing by\nLycos to the Company of additional technologies used by Lycos and not covered by\nthe License Agreements, to the extent such additional technologies are required\nto maintain a similar look and feel between the services offered by Lycos and\nthe services offered by the Company. The licensing of any such additional\ntechnologies by Lycos to the Company shall be subject to the execution of a\ndefinitive agreement on mutually acceptable terms and conditions, which may\ninclude provision for reasonable compensation to Lycos.\n\n         3. SHAREHOLDER AGREEMENT. In connection with the issuance of Stock to\nLycos and Mirae, Lycos and Mirae shall enter into a shareholder agreement in the\nform of the attached EXHIBIT C (the \"Shareholder Agreement\").\n\n         4. MIRAE LOAN FACILITY. As promptly as possible after the incorporation\nof the Company, Mirae shall enter into a loan agreement with the Company (the\n\"Loan Agreement\") by which Mirae agrees to make loans (collectively, the\n\"Loans\") to the Company as follows:\n\n            4.1 MAXIMUM AGGREGATE COMMITMENT. The maximum aggregate amount of \nthe Loans shall be [***] (the \"Maximum Aggregate Commitment\").\n\n            4.2 ADVANCES. Advances of the Loans shall be made as follows:\n\n                           (a)      promptly after the execution of the Loan \nAgreement, Mirae shall advance to the Company [***] (the \"Initial Advance\");\n\n                           (b)      on the one (1) year anniversary date of \nthe Initial Advance, or at such earlier time as may be agreed between Mirae \nand the Company, Mirae shall advance to the [***] Company (the \"Second \nAdvance\"); and\n\n\n                      ***A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED\n                      AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\n                      COMMISSION.\n\n\n\n\n                           (c) after making the Second Advance, Mirae shall from\ntime to time advance to the Company such amounts as may be required by the\nCompany to meet its financial obligations or Business Goals (as defined below);\nprovided, however, that the maximum amount of Loans outstanding at any one time\nunder the Loan Agreement shall not exceed the amount of the Maximum Aggregate\nCommitment.\n\n                  4.3 MATURITY DATE. \"Maturity Date\" shall mean the 20th\nanniversary date of the Initial Advance, as automatically extended for up to\nfour (4) consecutive five (5) year periods unless the Company, by unanimous\naffirmative vote of its board of directors, elects to fix the maturity date of\nthe Loans at the end of the initial period or at the end of any subsequent\nextension period and gives written notice of such election to Mirae not less\nthan six (6) months prior to the end of the initial period or any subsequent\nextension period. The principal amount of all Loans outstanding under the Loan\nAgreement on the Maturity Date shall be due and payable on the Maturity Date.\n\n                  4.4 APPLICABLE RATE. \"Applicable Rate\" means, at any point in\ntime, the higher of (a) eight percent (8%), or (b) the overdraft interest rate\nprescribed by Korean law (or such equivalent rate as may be required from time\nto time to avoid the generation of taxable income to Mirae solely by reason of\npayment of interest by the Company to Mirae at a rate lower than a benchmark\nrate prescribed by Korean tax law or the Korean tax authorities).\n\n                  4.5 INTEREST. Interest shall accrue on the outstanding\nprincipal amount of the Loans at a rate per annum which is equal to the\nApplicable Rate, and the Company shall pay accrued interest, subject to any\navailable offsets, to Mirae in arrears on the last business day of each calendar\nquarter and on the Maturity Date. Interest shall be calculated based on a\n360-day year and the actual number of days elapsed.\n\n                  4.6 VOLUNTARY PREPAYMENT. Upon the unanimous affirmative vote\nof its board of directors, the Company may, without premium or penalty,\nvoluntarily prepay all or any portion of the Loans outstanding from time to\ntime. Amounts prepaid may not be reborrowed.\n\n                  4.7 ACCELERATION. Mirae shall have the right to accelerate\nrepayment of the Loans in the event (a) any voluntary or involuntary dissolution\nproceeding or any voluntary or involuntary bankruptcy proceeding is commenced by\nor against the Company, (b) any of this Agreement, the License Agreements or the\nShareholder Agreement is terminated for any reason, and (c) the Company is or\nbecomes unable to meet its financial obligations when and as due, including\nwithout limitation the obligation of the Company to pay principal and interest\nunder the Loan Agreement. Except as expressly set forth in this Section 4.7,\nMirae shall not have any acceleration rights with respect to repayment of the\nLoans.\n\n                  4.8 CURRENCY DENOMINATION. All of the Loans shall be\ndenominated in Korean Won, and all advances and payments in respect of the Loans\nshall be made in Korean Won.\n\n\n\n                  4.9 METHOD OF PAYMENT. The Company shall pay all principal and\ninterest owing to Mirae under the Loan Agreement to such account as Mirae may\nspecify by written notice to the Company.\n\n                  4.10 NO COLLATERAL OR GUARANTY. No collateral or guaranty for\nany of the Loans shall be required.\n\n         5.       CAPITAL CONTRIBUTIONS AND STOCKHOLDER LOANS..\n\n                  5.1 CAPITAL CONTRIBUTIONS. Neither party to this Agreement\nshall have any obligation to make capital contributions to the Company other\nthan the [***] to be contributed as capital by each of Lycos and Mirae (for a \ntotal aggregate capital contribution of [***]) in connection with the \nincorporation of the Company.\n\n                  5.2 LOANS. Except as expressly provided for in Section 4,\nneither party to this Agreement shall have any obligation to make loans to the\nCompany.\n\n         6.       MANAGEMENT.\n\n                  6.1 DIRECTORS. The Company shall at all times have an even\nnumber of directors, and the initial number of directors shall be four (4).\nMirae and Lycos shall have equal representation on the board of directors of the\nCompany, and the parties shall cooperate in the election of directors, as more\nspecifically provided in the Shareholder Agreement.\n\n                  6.2 REPRESENTATIVE DIRECTOR. There shall be one representative\ndirector, who shall be a Mirae nominee.\n\n                  6.3 STATUTORY AUDITOR. There shall be one statutory auditor,\nwho shall be a Lycos nominee.\n\n                  6.4 MEETINGS OF DIRECTORS. The Company shall bear all\nreasonable expenses of directors in connection with their attendance at meetings\nof directors, including without limitation travel, lodging and meals.\n\n         7.       BUSINESS OBJECTIVES AND BUSINESS GOALS.\n\n                  7.1 BUSINESS OBJECTIVES. The business objectives of the\nCompany shall include, without limitation, the following:\n\n                           (a)      provide a World Wide Web navigation,  \nsearch, directory and community service at www.lycos.co.kr, which is generally\nsimilar to, and of like quality with, the World Wide Web navigation, search,\ndirectory and community service provided by Lycos at www.lycos.com, but which is\nadapted culturally and in local content to be suitable for the Korean market\n(the \"Service\");\n\n*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED \nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n                           (b) generate revenue from the Service, including\nwithout limitation revenue from the sale of advertising and electronic commerce;\n\n                           (c)      engage in all business  activities  relating\nto the development, maintenance, support, enhancement and promotion of the\nService, including without limitation the development and acquisition of local\ncontent and the development and expansion of distribution channels for the\nService; and\n\n                           (d) engage in all business activities ancillary or\nincidental to the foregoing.\n\n                  7.2 BUSINESS GOALS. Set forth on the attached EXHIBIT D are\nspecific business goals for the Company for the period from the date of this\nAgreement through December 31, 2001. Not less than three (3) months prior to the\nend of such period and each consecutive three (3) year period thereafter, the\nparties shall agree on specific business goals for the three (3) year period\nimmediately following the current period. Such business goals, as from time to\ntime in effect, are referred to as the \"Business Goals.\"\n\n         8.       START UP, OPERATION AND ADDITIONAL TECHNOLOGIES.\n\n                  8.1 START UP. Initially, the Service shall be operated and \nmaintained at the U.S. data center of Lycos. When and as feasible, as \ndetermined by Lycos and the Company, the operation and maintenance of the \nService shall be transferred to a site in the Republic of Korea. For so long \nas the Service is operated and maintained at the U.S. data center of Lycos, \nthe Company shall pay to Lycos a fee of [A CONFIDENTIAL PORTION OF THE MATERIAL\nHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE\nCOMMISSION.] cents (one quarter of one cent) for each query processed at the\nU.S. data center of Lycos in connection with the Service.\n\n                  8.2 PERSONNEL. Mirae shall be responsible for assuring that\nthe Company is adequately staffed with properly skilled personnel as required to\nenable the Company to meet its business objectives and the applicable Business\nGoals.\n\n                  8.3 OPERATION. Mirae shall be responsible for assuring that\nthe Service is operated on a twenty-four (24) hour a day, seven (7) day a week\nbasis, both before and after transfer of the Service to the Republic of Korea.\n\n         9. COOPERATION. The parties shall in good faith cooperate with each\nother to enable the Company to maximize the success of the Company's business.\n\n         10.      ADVERTISING AND REFERRALS.\n\n                  10.1 PURCHASE OF ADVERTISING BY MIRAE. Mirae agrees to\npurchase advertising from the Company at the applicable rates from time to time\noffered by the Company to unrelated third parties and otherwise as more\nspecifically described in the attached EXHIBIT E. Payments by Mirae for such\nadvertising shall be subject to offset against obligations of the Company to\nMirae.\n\n\n\n                  10.2 REFERRALS BY LYCOS. Lycos shall, when there is the\nopportunity to do so, refer advertising and electronic commerce business to the\nCompany, and the Company shall pay to Lycos, as a commission, an amount equal to\nfifteen percent (15%) of all gross revenues generated by the Company from such\nreferrals, and shall reimburse to Lycos, on demand, all costs incurred by Lycos\nin connection with any such referrals. Within thirty days after the end of each\ncalender quarter during the term of this Agreement, the Company shall submit to\nLycos a statement setting forth the calculation of all such commissions which\nare payable with respect to gross revenues attributable to such referrals and\nreceived by the Company in such quarter, and shall concurrently make payment to\nLycos of the amount of such commissions shown in such calculation, as converted\nto U.S. Dollars at the then current rate of exchange.\n\n         11. EXCLUSIVITY. For so long as this Agreement remains in effect, Mirae\nshall not, directly or indirectly, alone or in combination with others,\npurchase, establish, maintain, invest in or otherwise promote, or agree to\npurchase, establish, maintain, invest in or otherwise promote, any navigation,\nsearch, directory or community service (other than the Service), except that the\nforegoing restriction shall not apply to passive portfolio investments in an\nentity not in excess of five percent (5%) of the total equity of such entity.\nFor so long as this Agreement remains in effect, Lycos shall not, directly or\nindirectly, alone or in combination with others, purchase, establish, maintain,\ninvest in or otherwise promote, or agree to purchase, establish, maintain,\ninvest in or otherwise promote, any navigation, search, directory or community\nservice (other than the Service) operated from the Republic of Korea\nspecifically for the local Korean market, except that the foregoing restriction\nshall not apply to passive portfolio investments in an entity not in excess of\nfive percent (5%) of the total equity of such entity.\n\n         12. REPRESENTATIONS AND WARRANTIES OF LYCOS. Lycos hereby represents\nand warrants to Mirae as follows:\n\n                  12.1 ORGANIZATION, POWER AND AUTHORITY. Lycos is a corporation\nduly organized, validly existing and in good standing under the laws of the\nState of Delaware, United States of America. Lycos has all requisite power and\nauthority to execute, deliver and perform its obligations under this Agreement.\n\n                  12.2 AUTHORIZATION AND BINDING OBLIGATIONS. Lycos has taken\nall requisite corporate action to authorize and approve the execution, delivery\nand performance of this Agreement by Lycos. This Agreement has been duly\nexecuted and delivered by Lycos, and constitutes the legal, valid and binding\nobligations of Lycos, enforceable against Lycos in accordance with its terms.\n\n                  12.3 NO CONFLICTS. The execution, delivery and performance of\nthis Agreement by Lycos, and the consummation of the transactions contemplated\nhereby, will not (a) violate any provision of the Certificate of Incorporation\nor Bylaws of Lycos, (b) violate, conflict with or result in (or with notice or\nlapse of time or both result in) a breach of or default under any term or\nprovision of any contract or agreement to which Lycos is a party or by which\nLycos or any of its assets or properties is or may be bound, or (c) violate any\norder, judgment, injunction, award or \n\n\n\ndecree of any court or arbitration body, or any governmental, administrative or\nregulatory authority, by which Lycos or any of its assets or properties is or\nmay be bound.\n\n                  12.4 NO PENDING LITIGATION. No action, suit or proceeding\nwhich seeks to prevent the consummation of the transactions contemplated by this\nAgreement, or would impair the ability of Lycos to consummate the transactions\ncontemplated by this Agreement, is pending against Lycos, and no such action,\nsuit or proceeding has been threatened against Lycos.\n\n         13. REPRESENTATIONS AND WARRANTIES OF MIRAE. Mirae hereby represents\nand warrants to Lycos as follows:\n\n                  13.1 ORGANIZATION, POWER AND AUTHORITY. Mirae is a CHUSIK\nHOESA duly organized and validly existing under the laws of the Republic of\nKorea. Mirae has all requisite power and authority to execute, deliver and\nperform its obligations under this Agreement.\n\n                  13.2 AUTHORIZATION AND BINDING OBLIGATIONS. Mirae has taken\nall requisite corporate action to authorize and approve the execution, delivery\nand performance of this Agreement by Mirae. This Agreement has been duly\nexecuted and delivered by Mirae, and constitutes the legal, valid and binding\nobligations of Mirae, enforceable against Mirae in accordance with its terms.\n\n                  13.3 NO CONFLICTS. The execution, delivery and performance of\nthis Agreement by Mirae, and the consummation of the transactions contemplated\nhereby, will not (a) violate any provision of the charter documents of Mirae,\n(b) violate, conflict with or result in (or with notice or lapse of time or both\nresult in) a breach of or default under any term or provision of any contract or\nagreement to which Mirae is a party or by which Mirae or any of its assets or\nproperties is or may be bound, or (c) violate any order, judgment, injunction,\naward or decree of any court or arbitration body, or any governmental,\nadministrative or regulatory authority, by which Mirae or any of its assets or\nproperties is or may be bound.\n\n                  13.4 NO PENDING LITIGATION. No action, suit or proceeding\nwhich seeks to prevent the consummation of the transactions contemplated by this\nAgreement, or would impair the ability of Mirae to consummate the transactions\ncontemplated by this Agreement, is pending against Mirae, and no such action,\nsuit or proceeding has been threatened against Mirae.\n\n\n\n\n         14. CONFIDENTIALITY. For so long as this Agreement remains in effect\nand for a period of three (3) years after any termination of this Agreement,\neach party shall keep strictly confidential, and shall not disclose, use,\ndivulge, publish or otherwise reveal, directly or through any third party\n(including without limitation the Company), any confidential or proprietary\ninformation of the other party which was disclosed by or received pursuant to\nthis Agreement, or in connection with the preparation and negotiation of this\nAgreement, or by reason of the performance by the parties of their obligations\nhereunder or their involvement in activities of the Company, including, but not\nlimited to, documents and\/or information regarding customers, costs, profits,\nmarkets, sales, products, product development, key personnel, pricing policies,\noperational methods, technology, know-how, technical processes, formulae or\nplans for future development (collectively, \"Confidential Information\"), except\nas may be necessary in connection with filings with governmental agencies as\nrequired under applicable law, including, in the case of Lycos, the rules and\nregulations promulgated under the Securities Exchange Act of 1934, provided,\nhowever, that neither party shall make any disclosure required under applicable\nlaw before providing the other party with a reasonable opportunity to seek a\nprotective order. Upon termination of this Agreement, each party shall either\ndestroy or return to the other all memoranda, notes, records, reports and other\ndocuments (including all copies thereof) relating to the Confidential\nInformation of the other party which such party may then possess or have under\nits control. Notwithstanding the foregoing, Confidential Information of a party\nshall not include (a) information which was already known to the recipient at\nthe time of its receipt, (b) information which is or becomes freely and\ngenerally available to the public through no wrongful act of the recipient, (c)\ninformation which is rightfully received by the recipient from a third party\nlegally entitled to disclose such information free of confidentiality\nrestrictions, or (d) information disclosed in connection with legal action\ninitiated by a party to enforce rights under this Agreement, or any agreement\nexecuted pursuant to this Agreement, PROVIDED that adequate safeguards (such as\nprotective orders) are maintained.\n\n         15. FAILURE TO MEET BUSINESS GOALS. If the Company fails to meet the\napplicable Business Goals for the period commencing from the date of this\nAgreement and ending on December 31, 2001 or for any consecutive three (3) year\nperiod thereafter, then, within sixty (60) days after the end of such period,\neither party shall have the right, at its option and in addition to any other\nrights and remedies it may have, to:\n\n                           (a)      elect to dissolve the Company by giving  \nwritten notice thereof to the other party, in which case the parties shall\ncooperate to take all such steps as may be necessary to dissolve the Company;\nand\/or\n\n                           (b)      elect to terminate this Agreement by giving\nwritten notice thereof to the other party and the Company, in which case this\nAgreement, the License Agreements, the Shareholder Agreement and the funding\ncommitment under the Loan Agreement shall automatically terminate\nnotwithstanding any provision to the contrary in this Agreement, the License\nAgreements, the Shareholder Agreement or the Loan Agreement.\n\n         16.      DEADLOCK.\n\n                  16.1     MAJOR MATTERS.  As used in Section 16.2, \"Major \nMatters\" shall mean:\n\n\n\n                           (a)      liquidation, winding-up, dissolution or \ncommencement of any bankruptcy or other similar proceeding;\n\n                           (b)      merger, consolidation, reorganization, \nrecapitalization, and the like;\n\n                           (c)      sale of all or substantially  all of the \nassets of the Company, or the sale of any assets individually or in the\naggregate exceeding in amount;\n\n                           (d)      issuance, redemption, repurchase or \nretirement of any securities (including any option, warrant or right to acquire\nany securities or any instrument convertible into securities);\n\n                           (e)      increase or decrease of authorized capital; \nor\n\n                           (f)      approval of annual business plan (including\nannual budget and marketing plans, distribution plans and pricing policies), and\nany major modifications to or departures from the approved annual business plan.\n\n                  16.2 DEADLOCK. In the event (a) the board of directors of the\nCompany deadlocks on any Major Matters, or (b) the board of directors of the\nCompany cannot, by majority or unanimous vote, agree on the management of the\naffairs of the Company, such that the business of the Company can no longer be\nconducted to advantage, then either party shall have the right, at its option\nand in addition to any other rights and remedies it may have, to:\n\n                           (i)      elect to dissolve the Company by giving \nwritten notice thereof to the other party, in which case the parties shall\ncooperate to take all such steps as may be necessary to dissolve the Company;\nand\/or\n\n                           (ii) elect to terminate this Agreement by giving\nwritten notice thereof to the other party and the Company, in which case this\nAgreement, the License Agreements, the Shareholder Agreement and the funding\ncommitment under the Loan Agreement shall automatically terminate\nnotwithstanding any provision to the contrary in this Agreement, the License\nAgreements, the Shareholder Agreement or the Loan Agreement.\n\n         17. MATERIAL DEFAULTS. In the event that (a) Lycos materially breaches\nor defaults in the performance of its obligations under this Agreement, the\nLicense Agreements or the Shareholder Agreement, or (b) Mirae materially\nbreaches or defaults in the performance of its obligations under this Agreement,\nthe Shareholder Agreement or the Loan Agreement, and any such breach or default\nis not cured within ninety (90) days after written notice of such default is\n\n\n\ngiven to the breaching party by the other party, then such other party shall\nhave the right, at its option and without prejudice to any other rights and\nremedies it may have, to:\n\n                           (i)      elect to dissolve the Company by giving  \nwritten notice thereof to the breaching party, in which case the breaching party\nagrees to cooperate with the other party to take all such steps as may be\nnecessary to dissolve the Company, it being agreed between Mirae and Lycos that\nsuch other party shall have the right to vote the shares of the breaching party\nin favor of dissolution if the breaching party fails to take action as required\nunder this paragraph (a); and\/or\n\n                           (ii) elect to terminate this Agreement by written\nnotice thereof to the breaching party and the Company, in which case this\nAgreement, the License Agreements, the Shareholder Agreement and the funding\ncommitment under the Loan Agreement shall automatically terminate\nnotwithstanding any provision to the contrary in this Agreement, the License\nAgreements, the Shareholder Agreement or the Loan Agreement.\n\n         18. ACCUMULATED LOSSES. If the accumulated losses appearing on the\nbalance sheet of the Company as of the end of any financial year exceeds the\namount of the paid up capital of the Company, either of the parties may, by\nwritten notice given within thirty (30) days after receipt of such balance\nsheet, require the parties to meet at a location agreeable to both parties to\ndiscuss the appropriate steps to be taken with respect to the financial\nsituation of the Company. Such meeting of the parties shall be held within\nthirty (30) days after any such notice is given. If the parties cannot reach\nagreement within thirty (30) days after the date of such meeting on the\nappropriate steps to be taken, either party may thereafter propose, by written\nnotice given to the other party, that the Company dissolve and, concurrently\nwith giving such notice, shall offer to sell its stock in the Company to the\nother party at a price determined on the basis of the net worth of the Company.\nIf the other party does not agree within thirty (30) days after the giving of\nsuch notice to purchase all of such stock at such price and assume all of the\nobligations (if any) of the offering party to provide financial assistance to\nthe Company, then the parties shall take such steps as may be necessary to\ndissolve the Company.\n\n         19.      MISCELLANEOUS.\n\n                  19.1 BROKERS. Each party shall hold the other party harmless\nfrom any claims, liabilities or damages relating to any commissions or fees\nclaimed by any broker or finder by reason of any engagement or relationship of\nsuch broker or finder by or with such party.\n\n                  19.2 NOTICES. Any notice, request, demand, approval or consent\nrequired or permitted under this Agreement shall be in writing and shall be\neffective upon actual receipt when delivered by (a) registered mail, postage\nprepaid, return receipt requested, (b) personal \n\n\n\ndelivery, (c) an overnight courier of recognized reputation (such as DHL or\nFederal Express), or (d) transmission by facsimile (with confirmation by mail),\nin each case addressed as follows:\n\n                  If to Lycos:      Lycos, Inc.\n                                    400-2 Totten Pond Road\n                                    Waltham, MA 02154\n                                    Attention:  General Counsel\n                                    Telephone:  (781) 370-2700\n                                    Facsimile:  (781) 370-2600\n\n                  With a copy to:   Coudert Brothers\n                                    1055 West 7th Street, 20th Floor\n                                    Los Angeles, CA 90017\n                                    Attention:  Richard G. Wallace\n                                    Telephone:  (213) 688-9088\n                                    Facsimile:  (213) 689-4467\n\n                  If to Mirae:      Mirae Corporation\n                                    #1309, Korea Stock Exchange, Annex Bldg.,\n                                    33, Yoidodong, Youngdungpo-gu\n                                    Seoul, Korea 150-010\n                                    Attention:  Kyung Dal Cho\n                                    Telephone:  82-2-783-0059\n                                    Facsimile:  82-2-783-0057\n\nEither party may change its address or facsimile number for notice purposes by\nnotice given to the other party in accordance with this Section 19.2.\n\n                  19.3 ASSIGNMENT. Neither party's rights, duties or\nresponsibilities under this Agreement may be assigned, delegated or otherwise\ntransferred in any manner, without the prior written consent of the other party.\nNotwithstanding the foregoing, no such consent shall be required in connection\nwith the assignment, delegation or other transfer of any such rights, duties or\nresponsibilities (a) by a party to any affiliate which directly or indirectly\ncontrols, is controlled by or is under common control with such party, where\nsuch control is by more than fifty percent (50%) of the relevant voting power,\nor (b) in connection with any transaction, regardless of its form, in which all\nor substantially all of the assets of Lycos are acquired.\n\n                  19.4 ENTIRE AGREEMENT. This Agreement, including the exhibits\nreferred to herein, which are hereby incorporated in and made a part of this\nAgreement, constitutes the entire contract between the parties with respect to\nthe subject matter covered by this Agreement. This Agreement supersedes all\nprevious letters of intent, agreements and understandings, if any, by\n\n\n\nand between the parties with respect to the subject matter covered by this\nAgreement. This Agreement may not be amended, changed or modified except by a\nwriting duly executed by the parties hereto.\n\n                  19.5 SEVERABILITY. If any provision of this Agreement is held\nby a court of competent jurisdiction to be unenforceable, invalid or void in any\nrespect, no other provision of this Agreement shall be affected thereby, all\nother provisions of this Agreement shall nevertheless be carried into effect and\nthe parties shall amend this Agreement to modify the unenforceable, invalid or\nvoid provision to give effect to the intentions of the parties to the extent\npossible in a manner which is valid and enforceable.\n\n                  19.6 REMEDIES AND WAIVERS. All rights and remedies of the\nparties are separate and cumulative, and no one of them, whether exercised or\nnot, shall be deemed to be to the exclusion of or to limit or prejudice any\nother rights or remedies which the parties may have. The parties shall not be\ndeemed to waive any of their rights or remedies under this Agreement, unless\nsuch waiver is in writing and signed by the party to be bound. No delay or\nomission on the part of either party in exercising any right or remedy shall\noperate as a waiver of such right or remedy or any other right or remedy. A\nwaiver on any one occasion shall not be construed as a bar to or waiver of any\nright or remedy on any future occasion.\n\n                  19.7 ARBITRATION. In the event any dispute arises between the\nparties with respect to any matter arising out of or relating to this Agreement\nwhich cannot be amicably resolved, such dispute shall be submitted to the\nInternational Chamber of Commerce for binding arbitration in accordance with the\ncommercial arbitration rules of the International Chamber of Commerce as then in\neffect. The arbitration shall be conducted in the English language, and shall be\nheld in London, England. Any arbitration award rendered in any such arbitration\nproceeding may be entered in and enforced by any court of competent\njurisdiction. Nothing contained in this Section 19.7 shall prevent or be\nconstrued to prevent either party from seeking a temporary restraining order or\na preliminary or permanent injunction or any other form of interim, provisional\nor equitable relief in any court of competent jurisdiction.\n\n                  19.8 GOVERNING LAW AND CONSENT TO JURISDICTION. This Agreement\nshall be governed by, and interpreted in accordance with, the laws (other than\nthat body of law relating to conflicts of law) of the Republic of Korea;\nprovided, however, that either party shall have the right to enforce the\nprovisions of Sections 11 and 14 under the laws (other than that body of law\nrelating to conflicts of law) of Massachusetts, United States of America. Mirae\nhereby consents to the non-exclusive jurisdiction of the federal and state\ncourts located in Massachusetts, United States of America, and waives all\nobjections to the laying of venue in Massachusetts, including without limitation\nany objection based on inconvenient forum. Mirae further consents to the service\nof process by mail or by any other means permitted by Massachusetts law.\n\n\n\n                  19.9 ATTORNEYS' FEES. In the event any action or proceeding is\ninitiated for any breach of or default in any of the terms or conditions of this\nAgreement, then the party or parties in whose favor judgment shall be entered or\nan arbitration award shall be made, shall be entitled to have and recover from\nthe other parties all costs and expenses (including attorneys' fees) incurred in\nsuch action or proceeding and any appeal therefrom.\n\n                  19.10 HEADINGS. The headings contained in this Agreement are\nfor convenience only and are not a part of this Agreement, and do not in any way\ninterpret, limit or amplify the scope, extent or intent of this Agreement, or\nany of the provisions of this Agreement.\n\n                  19.11 COUNTERPARTS AND FACSIMILE. This Agreement may be\nexecuted in counterparts, each of which shall constitute an original, but all of\nwhich together shall constitute one and the same agreement. Transmission of\nfacsimile copies of signed original signature pages of this Agreement shall have\nthe same effect as delivery of the signed originals.\n\n                  19.12 TRANSLATION. For the convenience of the parties, one or\nmore Korean translations of this Agreement may be prepared. Notwithstanding the\npreparation or existence of any such Korean translations, the English language\nversion of this Agreement shall be controlling.\n\n                  19.13 PRESS RELEASES. Neither party shall issue any press\nreleases or publicity statements relating to this Agreement, the transactions\ncontemplated by this Agreement or the business of the Company without the prior\nwritten approval of the other party, which approval shall not be unreasonably\nwithheld or delayed, except that each party shall be permitted to issue any\npress releases or publicity statements (whether or not approved by the other\nparty) to the extent required by any securities laws or regulations applicable\nto such party.\n\n                  19.14 THIRD PARTY BENEFICIARY. The Company is a third party\nbeneficiary under this Agreement. Except as to the Company, this Agreement is\nnot intended to and does not confer any rights on any third party, and no such\nthird party shall be a third party beneficiary under or in respect of this\nAgreement.\n\n                  19.15 BINDING EFFECT. Subject to Section 19.3, this Agreement\nshall be binding upon and shall inure to the benefit of the parties and their\nrespective successors and assigns.\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date\nfirst above written. \n\n\n                       LYCOS, INC., \n                       a corporation organized under the laws of\n                       Delaware, USA\n\n\n\n\n                       \/s\/ Edward M. Philip\n                       ----------------------------\n                       By:  Edward M. Philip\n                       Its: Chief Operating Officer\n\n                       MIRAE CORPORATION,\n                       a CHUSIK HOESA organized under the laws of the\n                       Republic of Korea\n                       \/s\/ Moon Soul Chung\n                       ----------------------------\n                       By: Moon Soul Chung\n                       Its: President and CEO\n\n\n\n\n\n\n\n\n\n\n\n                                                                   EXHIBIT 10.28\n\n                                    EXHIBIT A\n                            ARTICLES OF INCORPORATION\n                                       OF\n                                LYCOS KOREA, INC.\n\n                                    CHAPTER I\n                               GENERAL PROVISIONS\n\nArticle 1.        CORPORATE NAME\n\n                  The name of the Company shall be \"LYCOS KOREA CHUSIK HOESA\" in\n                  Korean and \"LYCOS KOREA, INC.\" in English.\n\nArticle 2.        BUSINESS OBJECTIVES\n\n                  The business objectives of the Company shall be the following:\n\n                  (a)      to provide a World Wide Web navigation, search,\n                           directory and community service at \"www.lycos.co.kr\"\n                           which is adapted culturally and in local content to\n                           be suitable for the Korean market (\"Service\");\n\n                  (b)      to generate revenue from the Service, including\n                           without limitation revenue from the sale of\n                           advertising and electronic commerce;\n\n                  (c)      to engage in all business activities relating to the\n                           development, maintenance, support, enhancement and\n                           promotion of the Service, including without\n                           limitation the development and acquisition of local\n                           content and the development and expansion of\n                           distribution channels for the Service; and\n\n                  (d)      to engage in all business activities ancillary or\n                           incidental to the foregoing.\n\nArticle 3.        HEAD OFFICE, BRANCHES, ETC.\n\n                  3.1      The head office of the Company shall be located at\n                           _________________, Seoul, Korea.\n\n                  3.2      Branches, other business offices or other agencies\n                           may be established, relocated or closed, as required\n                           by resolution of the Board of Directors.\n\nArticle 4.        METHOD OF PUBLIC NOTICES\n\n                  Public notices of the Company shall be given in\n                  ________________ newspaper, a daily newspaper of general\n                  circulation published in Seoul, Korea.\n\n\n\n\n\n                                   CHAPTER II\n                               CAPITAL AND SHARES\n\nArticle 5.        SHARES\n\n                  5.1      The total number of shares that the Company is\n                           authorized to issue shall be Twenty Thousand (20,000)\n                           shares, each having a par value of Five Thousand Won\n                           ((W)5,000).\n\n                  5.2      The total number of shares to be issued by the\n                           Company at the time of incorporation shall be Twenty\n                           Thousand (20,000) shares.\n\n                  5.2      All shares to be issued by the Company shall be one\n                           class of common stock, in non-bearer form, having a\n                           par value as stated hereinabove, with full voting\n                           rights.\n\nArticle 6.        SHARE CERTIFICATES\n\n                  6.1      The share certificates shall be issued in\n                           denominations of one (1), ten (10), fifty (50), one\n                           hundred (100), five hundred (500), one thousand\n                           (1,000), and ten thousand (10,000) shares or such\n                           other denominations as the shareholders may\n                           reasonably request.\n\n                  6.2      The share certificates shall bear the following\n                           words:\n\n                                    \"Transfer of the shares of stock represented\n                                    by this certificate is subject to the Joint\n                                    Venture Agreement dated _______, 1999\n                                    between Lycos, Inc. and Mirae Corporation,\n                                    and to the Shareholder Agreement dated\n                                    _______, 1999 between Lycos, Inc. and Mirae\n                                    Corporation, copies of which are on file at\n                                    the principal office of the Company in\n                                    Seoul, Korea.\"\n\nArticle 7.        PAYMENT FOR SHARES\n\n                  Unless otherwise decided by the Board of Directors of the\n                  Company, payment for subscribed shares shall be made in cash,\n                  payable to a bank or banks designated by the Company. Only\n                  those shares that have been fully paid for may be issued.\n\nArticle 8.        REGISTER OF SHAREHOLDERS\n\n                                      - 2 -\n\n\n\n                  8.1      The Company shall maintain a Register of Shareholders\n                           in compliance with the relevant provisions of Korean\n                           law.\n\n                  8.2      A shareholder desiring an alteration of any entry in\n                           the Register of Shareholders due to the transfer of\n                           shares or otherwise, or the registration of a pledge\n                           shall submit an application therefor to the Company,\n                           in the form prescribed by the Company, together with\n                           its share certificates involved and supporting\n                           documents as requested by the Company.\n\nArticle 9.        TRANSFER OF SHARES\n\n                  9.1      Any transfer of shares in the Company to a\n                           non-shareholder must be approved by the Board of\n                           Directors and shall be subject to the Right of First\n                           Refusal stipulated in the Shareholders Agreement.\n\n                  9.2      The Company may appoint its transfer agent and\n                           entrust it with procedures of change of entry in the\n                           Register of Shareholders of the Company.\n\nArticle 10.       REPORT OF ADDRESSES AND SEALS\n\n                  10.1     Shareholders shall report to the Company their names,\n                           addresses, seals and any changes therein; provided,\n                           however, that foreigners who customarily use\n                           signatures may use signatures in place of seals.\n\n                  10.2     Shareholders who reside in foreign countries may, in\n                           addition, inform the Company of their or their\n                           agent's provisional address in Korea to which notices\n                           may be dispatched.\n\nArticle 11.       RECORD DATE AND CLOSING OF REGISTER OF SHAREHOLDERS\n\n                  11.1     Subject to the restrictions provided in the\n                           applicable law, in order to determine persons who are\n                           entitled to exercise voting rights, pre-emptive\n                           rights to newly issued shares or other rights as\n                           shareholders or pledgees, the Company may suspend\n                           entry of alterations in the Register of Shareholders\n                           for a certain period, or the Company may deem any\n                           shareholder or pledgee whose name appears in the\n                           Register of Shareholders on a specified date to the\n                           shareholder or pledgee who is entitled to exercise\n                           the rights enumerated above in connection with such\n                           shares.\n\n                  11.2     The Company shall give public notice of the period or\n                           date referred to in paragraph 11.1 at least two weeks\n                           in advance of the commencement of such period or the\n                           occurrence of such date.\n\nArticle 12.       RE-ISSUANCE OF SHARE CERTIFICATES\n\n                                      -3-\n\n\n\n                  12.1     A shareholder desiring re-issuance of a share\n                           certificate for reason of partition or amalgamation\n                           of shares, or damage or soiling to a share\n                           certificate, shall submit an application therefor to\n                           the Company, in the form prescribed by the Company,\n                           together with the share certificate to be canceled.\n                           When the damage or soiling is so extreme that the\n                           share certificate is not legible, however, it shall\n                           be regarded as lost and the following provision shall\n                           apply for its replacement.\n\n                  12.2     A shareholder desiring issuance of a new share\n                           certificate due to loss of his share certificate\n                           shall submit to the Company an application, in the\n                           form prescribed by the Company, together with the\n                           original or the certified copy of a judgment of\n                           nullification with respect to the lost share\n                           certificate.\n\nArticle 13.       PREEMPTIVE RIGHTS\n\n                  Each shareholder shall have preemptive rights to acquire any\n                  additional shares which the Company may issue subsequent to\n                  incorporation. Such preemptive rights shall be in such\n                  proportion equivalent to the holdings of the issued and\n                  outstanding shares of each shareholder at the time of issuance\n                  of such additional shares. In the event that a shareholder\n                  decides not to exercise its preemptive right to subscribe to\n                  all or any portion of its proportionate amount of such\n                  additional shares, such shares shall first be offered, in\n                  equal proportion, to the other shareholders. The disposition\n                  of the shares not purchased by the shareholders after\n                  completing the above procedure shall be determined by the\n                  Board of Directors of the Company.\n\n                                   CHAPTER III\n                        GENERAL MEETINGS OF SHAREHOLDERS\n\nArticle 14.       TYPES OF GENERAL MEETINGS\n\n                  14.1     General Meetings of the Shareholders of the Company\n                           shall be of two types: ordinary and extraordinary.\n\n                  14.2     The Ordinary General Meeting of the Shareholders\n                           shall be held within three (3) months following the\n                           last day of each fiscal year.\n\n                  14.3     An Extraordinary General Meeting of the Shareholders\n                           may be convened at any time in compliance with a\n                           resolution of the Board of Directors and applicable\n                           laws.\n\nArticle 15.       CONVENING OF GENERAL MEETINGS\n\n                  15.1     All General Meetings of Shareholders shall be\n                           convened by the Representative Director upon the\n                           resolution of the Board of Directors. The place for\n                           convening each General Meeting of Shareholders shall\n                           be the head office of the Company unless otherwise\n                           decided by the Board of Directors.\n\n                                      -4-\n\n\n\n                  15.2     Each General Meeting of Shareholders shall be called\n                           by the Board of Directors giving fourteen (14) days\n                           prior notice, stating in the English language the\n                           date, time, place and agenda of the meeting and\n                           dispatched via registered mail to the shareholders\n                           who are residents of Korea and via registered\n                           airmail, facsimile transmission or telex to all other\n                           shareholders. The notice requirement may be waived by\n                           the unanimous written consent of all shareholders at\n                           the meeting. The General Meeting of Shareholders may\n                           not resolve matters other than those stated in the\n                           notice of the meeting, unless all the shareholders\n                           entitled to vote, whether present or not, unanimously\n                           agree otherwise.\n\nArticle 16.       PRESIDING OFFICER\n\n                  The Representative Director shall preside at all General\n                  Meetings of Shareholders. If the Representative Director is\n                  absent or fails to serve as presiding officer at a General\n                  Meeting of Shareholders, the Director designated by the Board\n                  of Directors shall preside at such meeting in his place.\n\nArticle 17.       QUORUM REQUIREMENT\n\n                  Except as otherwise provided by applicable mandatory\n                  requirements of Korean law or by these Articles of\n                  Incorporation, the quorum at all General Meetings of\n                  Shareholders shall be the presence of shareholders\n                  representing more than fifty percent (50%) of the total number\n                  of shares issued and outstanding entitled to vote thereon.\n\nArticle 18.       ADOPTION OF RESOLUTION\n\n                  All resolutions of each General Meeting of Shareholders shall\n                  be adopted by the affirmative vote of the shareholders who\n                  hold shares representing more than fifty percent (50%) of the\n                  shares of the Company present at the meeting; provided,\n                  however, that the following matters shall require the vote of\n                  at least two-thirds (2\/3), or higher rate if required by\n                  applicable law, of the total shares issued and outstanding:\n\n                  (a)      any change to the Articles of Incorporation or\n                           by-laws of the Company;\n\n                  (b)      a reduction of the paid-in capital of the Company and\n                           the manner thereof;\n\n                  (c)      the liquidation of the Company or its merger into, or\n                           consolidation or amalgamation with any other company;\n\n                  (d)      transfer or pledge of the whole or a substantial part\n                           of the assets or undertakings of the Company or the\n                           acquisition by the Company of the whole or part of\n                           the undertaking of any other person or entity, or the\n                           capital stock of the Company, or entry by the Company\n                           into any joint venture or partnership;\n\n                                      -5-\n\n\n\n                  (e)      major matters prescribed in the Shareholders\n                           Agreement; or\n\n                  (f)      any other matters, the adoption of which requires a\n                           special resolution of the shareholders at a General\n                           Meeting under the laws of Korea.\n\nArticle 19.       VOTING\n\n                  19.1     Each shareholder shall have one (1) vote for each\n                           share registered in its name.\n\n                  19.2     A shareholder may exercise its vote by proxy. In that\n                           case, the proxy holder must file with the Company a\n                           document evidencing his proper authority at each\n                           General Meeting of Shareholders at which he acts as\n                           proxy.\n\nArticle 20.       MINUTES OF GENERAL MEETING\n\n                  The proceedings and conclusions of each General Meeting of\n                  Shareholders shall be recorded in minutes in the English and\n                  Korean languages, which minutes shall bear the names and the\n                  signatures and\/or seals of the presiding officer and of the\n                  Directors present at the meeting, and shall be preserved at\n                  the Company's head office.\n\n                                   CHAPTER IV\n                 DIRECTORS, STATUTORY AUDITOR AND OTHER OFFICERS\n\nArticle 21.       NUMBER OF DIRECTORS AND AUDITOR\n\n                  The Company shall have at least four (4) Directors and at\n                  least one (1) Statutory Auditor.\n\nArticle 22.       ELECTION\n\n                  The Directors and Statutory Auditor shall be elected at and by\n                  the General Meeting of Shareholders and any such vacancies may\n                  be filled at a General Meeting of Shareholders.\n\nArticle 23.       TERM OF OFFICE\n\n                  23.1     The term of office of a Director shall be three (3)\n                           years; provided, however, that the term of office\n                           shall be extended until the close of the Ordinary\n                           General Meeting of Shareholders convened in respect\n                           of the last fiscal year which ended in their term of\n                           office.\n\n                  23.2     The term of office of a Statutory Auditor shall\n                           commence from the date of acceptance of office and\n                           expire at the close of the Ordinary General Meeting\n                           of Shareholders convened with respect to the last\n                           fiscal year within three (3) years from the date of\n                           acceptance of office.\n\n                                      -6-\n\n\n\n                  23.3     The term of office of a Director or Statutory Auditor\n                           elected to fill a vacancy shall be the remainder of\n                           the term of office of his predecessor.\n\n\nArticle 24.       REPRESENTATIVE DIRECTOR AND OTHER OFFICERS\n\n                  24.1     The Board of Directors shall elect from among its\n                           members one (1) Representative Director, who shall\n                           serve as the President of the Company.\n\n                  24.2     The Representative Director shall represent the\n                           Company and shall manage the day-to-day business of\n                           the Company under the control and supervision of the\n                           Board of Directors. The Representative Director shall\n                           have the authority to execute contracts on behalf of\n                           the Company within the limitations established by the\n                           Board of Directors.\n\n                  24.3     Other officers of the Company, including but not\n                           limited to Vice President, Secretary, Treasurer or\n                           Finance Director, and Senior Manager shall be\n                           appointed by the Board of Directors. All such\n                           officers' duties with the Company shall be determined\n                           by the Board of Directors.\n\nArticle 25.       COMPENSATION\n\n                  25.1     The compensation of the Directors and Statutory\n                           Auditor of the Company shall be determined by\n                           resolution of a General Meeting of Shareholders.\n\n                  25.2     Severance allowances for the Directors and Statutory\n                           Auditor shall be paid in accordance with the\n                           regulations of the Company adopted by resolutions of\n                           a General Meeting of Shareholders.\n\n                                    CHAPTER V\n                               BOARD OF DIRECTORS\n\nArticle 26.       MEETINGS OF BOARD OF DIRECTORS\n\n                  26.1     An ordinary meeting of the Board of Directors shall\n                           be held immediately following the Ordinary General\n                           Meeting of Shareholders each fiscal year. Each Board\n                           meeting shall be called by the Representative\n                           Director giving at least seven (7) days written\n                           notice, stating the date, time and place of the\n                           meeting, to each Director and Statutory Auditor and\n                           stating the agenda of the meeting. The notice\n                           requirement may be waived with the written consent of\n                           all Directors and Statutory Auditor.\n\n                                      -7-\n\n\n\n                  26.2     If any one Director requests to convene an\n                           extraordinary meeting in writing, the Representative\n                           Director shall call an extraordinary meeting of the\n                           Board of Directors in accordance with the procedures\n                           stipulated in foregoing paragraph 26.1.\n\n                  26.3     Board meetings shall be held at the Company's head\n                           office, unless the Board of Directors determines\n                           otherwise.\n\nArticle 27.       PRESIDING OFFICER OF MEETING\n\n                  The Representative Director shall preside at all meetings of\n                  the Board of Directors. If the Representative Director is\n                  absent or fails to serve as presiding officer of any meeting,\n                  the Director designated by the Board of Directors shall\n                  preside at such meeting in his place.\n\nArticle 28.       ADOPTION OF RESOLUTIONS\n\n                  A quorum at any Board meeting shall consist of at least a\n                  majority of the Directors then in office. Unless otherwise\n                  required by applicable laws or the Articles of Incorporation,\n                  any actions and resolutions taken at a Board meeting shall be\n                  adopted by the affirmative vote of at least a majority of the\n                  Directors then in office; provided, however, that the\n                  following matters shall require the vote of all of the\n                  Directors then in office:\n\n                  (a)      amendment or repeal of the Articles of Incorporation;\n\n                  (b)      liquidation, winding-up, dissolution or commencement\n                           of any bankruptcy or other similar proceeding;\n\n                  (c)      merger, consolidation, reorganization,\n                           recapitalization, and the like;\n\n                  (d)      sale of all or substantially all of the assets of the\n                           Company, or the sale of any assets individually or in\n                           the aggregate exceeding (W)75,000,000 in amount;\n\n                  (e)      issuance, redemption, repurchase or retirement of any\n                           securities (including any option, warrant or right to\n                           acquire any securities or any instrument convertible\n                           into securities);\n\n                  (f)      increase or decrease of authorized capital;\n\n                  (g)      approval of annual financial statements;\n\n                  (h)      approval of annual business plan (including annual\n                           budget and marketing plans, distribution plans and\n                           pricing policies), and any major modifications to or\n                           departures from the approved annual business plan;\n\n                  (i)      declaration of dividends;\n\n                                      -8-\n\n\n\n                  (j)      acquisition or disposition of an interest in any\n                           other corporation or entity, including the\n                           incorporation of a subsidiary;\n\n                  (k)      guaranty of third party indebtedness;\n\n                  (l)      the borrowing of any funds, except as otherwise\n                           expressly permitted by an written agreement between\n                           the shareholders of the Company and except for any\n                           funds borrowed in the ordinary course of business and\n                           individually or in the aggregate not exceeding\n                           (W)75,000,000;\n\n                  (m)      the sale, transfer (other than by sublicense as\n                           expressly permitted under any relevant license\n                           agreement between the Company and of its\n                           shareholders), or encumbrance of any interest in\n                           intellectual property rights;\n\n                  (n)      any changes or modifications by the Company of or to\n                           any of the technology licensed to the Company by any\n                           of its shareholders, except as expressly permitted by\n                           and made in accordance with the terms of any relevant\n                           license agreement by which such technology is\n                           licensed to the Company;\n\n                  (o)      any material transaction between the Company and any\n                           of its shareholders (other than as expressly\n                           contemplated by the Joint Venture Agreement pursuant\n                           to which the Company was formed, or any agreement\n                           executed pursuant to the Joint Venture Agreement);\n\n                  (p)      any material transaction by which the Company incurs\n                           or undertakes any financial obligation in excess of\n                           (W)75,000,000; or\n\n                  (q)      removal of the President, any Vice President, any\n                           Treasurer or Finance Director, or any Senior Manager.\n\nArticle 29.       MINUTES OF MEETINGS OF THE BOARD OF DIRECTORS\n\n                  The proceedings and conclusions of each meeting of the Board\n                  of Directors and each shall be recorded in minutes in the\n                  English and Korean languages, which minutes shall bear the\n                  names and signatures and\/or seals of the presiding officer and\n                  all other Directors and Statutory Auditor in attendance at the\n                  meeting and shall be preserved at the Company's head office.\n\nArticle 30.       MINUTES OF MEETINGS OF SHAREHOLDERS\n\n                  The proceedings and conclusions of each meeting of\n                  shareholders shall be recorded in minutes in the English and\n                  Korean languages.\n\n                                   CHAPTER VI\n\n                                      -9-\n\n\n\n                                   ACCOUNTING\n\nArticle 31.       FISCAL YEAR\n\n                  31.1     The fiscal year of the Company shall commence on the\n                           1st day of August and end on the 31st day of July of\n                           each year.\n\n                  31.2     Notwithstanding the foregoing paragraph 31.1, the\n                           first fiscal year of the Company shall commence on\n                           the date of incorporation of the Company and end on\n                           the following 31st day of July.\n\nArticle 32.       APPROVAL OF FINANCIAL STATEMENTS, ETC.\n\n                  32.1     The Representative Director shall submit to the\n                           Statutory Auditor at least six (6) weeks before each\n                           Ordinary General Meeting of Shareholders the\n                           following documents, after obtaining approval of such\n                           documents from the Board of Directors:\n\n                           (a)      a balance sheet;\n                           (b)      a profit and loss statement;\n                           (c)      a statement of disposition of retained\n                                    earnings or deficit;\n                           (d)      supplementary schedules for (a), (b) and (c)\n                                    above; and\n                           (e)      a business report.\n\n                  32.2     The Statutory Auditor shall submit an audit report\n                           thereof to the Representative Director within four\n                           (4) weeks of receipt of the documents described in\n                           paragraph 32.1 above.\n\n                  31.3     The Representative Director shall, without delay,\n                           give public notice of the balance sheet approved by\n                           the Ordinary General Meeting of Shareholders.\n\nArticle 33.       DISPOSITION OF PROFITS\n\n                  Subject to Korean laws and regulations, profit for each fiscal\n                  year shall be disposed of in the following order of priority:\n\n                  (a)      establishment of any reserves required by law;\n\n                  (b)      establishment of such other reserves as may be\n                           decided by a General Meeting of Shareholders; and\n\n                  (c)      payment of all or a portion of the remainder of such\n                           profit as dividends to shareholders in accordance\n                           with the resolution of a General Meeting of\n                           Shareholders.\n\n                                      -10-\n\n\n\nArticle 34.       PAYMENT OF DIVIDENDS\n\n                  34.1     Dividends, if declared, shall be determined by the\n                           General Meeting of Shareholders, and paid to the\n                           shareholders of the Company who were duly entered\n                           into the Register of Shareholders as of the end of\n                           the subject fiscal year.\n\n                  34.2     Dividends shall be paid within thirty (30) days after\n                           the declaration of dividends, unless otherwise\n                           resolved by a General Meeting of Shareholders.\n\n                                   CHAPTER VII\n                            SUPPLEMENTARY PROVISIONS\n\nArticle 35.       BY-LAWS\n\n                  The Company may adopt, with the approval of the Board of\n                  Directors, by-laws and other regulations as may be required\n                  for the administration of the affairs of the Company.\n\nArticle 36.       OTHER MATTERS\n\n                  Matters not specifically provided for herein shall be\n                  determined in conformity with resolutions adopted at the\n                  meeting of the Board of Directors or the General Meeting of\n                  Shareholders of the Company, or with relevant provisions of\n                  the Korean Commercial Code, as the case may be.\n\nArticle 37.       INCORPORATING COSTS\n\n                  The Company shall bear the incorporating cost as set forth in\n                  the attachment.\n\nArticle 38.       PROMOTERS\n\n                  We, the undersigned Promoters of the Company, having made the\n                  above Articles of Incorporation for the establishment of the\n                  Company have hereunder set out our hands and affixed our seals\n                  this ____ day of __________, 1999.\n\n                  1.       Name:\n                                -------------------------------------\n                           Address:\n                                   ----------------------------------\n\n                                   ----------------------------------\n                           Number\n                           of Shares:\n                                     --------------------------------\n\n                  2.       Name:\n                                -------------------------------------\n                           Address:\n                                   ----------------------------------\n\n                                   ----------------------------------\n                           Number\n                           of Shares:\n                                     --------------------------------\n\n                                      -11-\n\n\n\n                  3.       Name:\n                                -------------------------------------\n                           Address:                                  \n                                   ----------------------------------\n\n                                   ----------------------------------\n                           Number                                    \n                           of Shares:                                \n                                     --------------------------------\n\n                                      -12-\n\n\n\nAttachment:       DETAILS OF INCORPORATING COSTS\n\n\nITEMS                                                      AMOUNT (KOREAN WON)\n\nPreparation of Articles of Incorporation                      _____________\n\nCost of Inaugural Shareholders                                _____________\n\nMeeting                                                       _____________\n\nAppraisal Costs                                               _____________\n\nCost of Naming the Company                                    _____________\n\nLegal Consultation                                            _____________\n\nCost for Solicitation of Shareholders                         _____________\n\n         Total:                                               _____________\n\n                                      -13-\n\n\n\n                                                                   Exhibit 10.28\n\n\n                                   EXHIBIT B-1\n                                LICENSE AGREEMENT\n\n         THIS LICENSE AGREEMENT (this \"Agreement\") is made and entered into as\nof _____________, 1999 by and between LYCOS, INC., a corporation organized under\nthe laws of the State of Delaware, United States of America (\"Lycos\"), and LYCOS\nKOREA, INC., a CHUSIK HOESA organized under the laws of the Republic of Korea\n(\"Licensee\").\n\n                                    RECITALS\n\n         A. Lycos owns or licenses from third parties certain rights relating to\nthe Lycos Searchservice (as defined below).\n\n         B. Licensee desires to offer a local version of the Lycos\nSearchservice, in the Korean language and as otherwise customized for the Korean\nmarket.\n\n         C. On the terms and subject to the conditions hereafter set forth,\nLicensee desires to obtain from Lycos, and Lycos is willing to grant to\nLicensee, the rights and licenses described below.\n\n         NOW THEREFORE, in consideration of the mutual covenants contained\nherein, and for other valuable consideration received, the receipt and\nsufficiency of which are hereby acknowledged, the parties agree as follows:\n\n         1.   CERTAIN DEFINITIONS. As used in this Agreement, the following \nterms have the meanings set forth below:\n\n              \"Affiliate\" shall mean, as to any Person, any other Person that,\ndirectly or indirectly, controls, is under common control with, or is controlled\nby, such Person, where such control is by the power, directly or indirectly, to\ndirect or cause the direction of the management and policies of such Person,\nwhether through the ownership of voting securities, by contract or otherwise.\n\n              \"Derivative Works\" shall mean all Enhancements which are\n\"derivative works\" and \"compilations\" as such terms are defined in the U.S.\nCopyright Act (17 U.S.C. Section 101 et seq.).\n\n              \"Directory Software\" shall mean all computer software owned\nexclusively or licensed (without obligation to pay royalties and with right to\nsublicense) by Lycos, used by Lycos in connection with the Lycos Searchservice,\nand performing the functionality described in the attached EXHIBIT A.\n\n              \"Enhancements\" shall mean all enhancements, improvements,\nadditions or modifications to the Local Catalog, the Lycos Catalog, the Licensed\nSoftware, the Licensed Technology or the Local Searchservice, of whatever type\nor nature, whether created or developed \n\n\n\n\n\nsolely by Lycos or its Affiliates, agents, consultants or independent\ncontractors, solely by Licensee or its Affiliates, agents, consultants or\nindependent contractors, or jointly by Lycos or its Affiliates, agents,\nconsultants or independent contractors, on one hand, and Licensee or its\nAffiliates, agents, consultants or independent contractors, on the other hand.\n\n              \"Effective Date\" shall mean the date of this Agreement as set\nforth in the preamble hereof.\n\n              \"Internet\" shall mean the various computer networks commonly and\ncollectively referred to as the \"internet,\" as the same may exist from time to\ntime.\n\n              \"Initial Availability Period\" shall mean the thirty (30) day\nperiod commencing from the date Lycos makes the Local Catalog and the Licensed\nSoftware initially available to Licensee under Section 6.1, or such shorter\nperiod as may be agreed to between Lycos and Licensee.\n\n              \"Joint Enhancements\" shall mean any Enhancements which are not\nDerivative Works and which are created or developed jointly by Lycos or its\nAffiliates, agents, consultants or independent contractors, on one hand, and\nLicensee or its Affiliates, agents, consultants or independent contractors, on\nthe other hand.\n\n              \"Licensed Marks\" shall mean all trademarks and service marks owned\nor licensed (without obligation to pay royalties and with right to sublicense)\nby Lycos as of the date of this Agreement and used by Lycos in connection with\nthe Lycos Searchservice, which trademarks and service marks are listed in the\nattached EXHIBIT B.\n\n              \"Licensed Property\" shall mean all patents and patent rights\nlisted in the attached EXHIBIT B and all rights in copyright now or hereafter\nowned exclusively or licensed (without obligation to pay royalties and with\nright to sublicense) by Lycos and pertaining to the Local Catalog, the Lycos\nCatalog, the Licensed Software, the Licensed Technology, the Local Searchservice\nor the Lycos Enhancements, EXCLUDING, HOWEVER, any of the foregoing relating to\nweb-crawler or spider technology used to index and catalog web sites on the\nInternet.\n\n              \"Licensed Software\" shall mean the Lycos Software and the\nDirectory Software, as enabled to handle double-byte characters, and all\nrelevant application programming interfaces, as the Lycos Software, the\nDirectory Software and the relevant application programming interfaces are\nmodified or supplemented to support the Local Searchservice, and as thereafter\nmodified, supplemented, replaced or updated from time to time.\n\n              \"Licensed Technology\" shall mean all inventions, ideas, knowhow,\nexpertise, trade secrets and proprietary information now or hereafter owned\nexclusively or licensed (without obligation to pay royalties and with right to\nsublicense) by Lycos and used by Lycos in connection with the Licensed Marks,\nthe Licensed Property and the Licensed Software, EXCLUDING, HOWEVER, \n\n\n                                      -2-\n\n\n\n\nany of the foregoing relating to web-crawler or spider technology used to index\nand catalog web sites on the Internet.\n\n              \"Licensee Enhancements\" shall mean shall mean any Enhancements\nwhich (a) are not Derivative Works, and (b) are created or developed solely by\nLicensee or its Affiliates, agents, consultants or independent contractors\n(other than Lycos) without breaching any provision of this Agreement.\n\n              \"Local Catalog\" shall mean a local version of the Lycos Catalog,\nconsisting solely of URLs ending with the designation \"co.kr\" and such other\nKorean content as may be accessed through the World Wide Web, as such database\nis modified, supplemented, replaced or updated from time to time.\n\n              \"Local Searchservice\" shall mean a local version of the Lycos\nSearchservice, as customized for the Territory and in the principal language of\nthe Territory.\n\n              \"Local Site\" shall mean www.lycos.co.kr, the Internet site through\nwhich the Local Searchservice is to be made available to users, as provided for\nin Section 3.\n\n              \"Lycos Catalog\" shall mean the database compiled by Lycos and\naccessed through the search engine providing the search function of the Lycos\nSearchservice, as such database is modified, supplemented, replaced or updated\nfrom time to time.\n\n              \"Lycos Enhancements\" shall mean any Enhancements which are (a)\nDerivative Works, or (b) created or developed solely by Lycos or its Affiliates,\nagents, consultants or independent contractors.\n\n              \"Lycos Searchservice\" shall mean the search service offered by\nLycos on the Internet at www.lycos.com, through an advertiser supported search\nengine used to access the Lycos Catalog, which provides to the user information\nregarding Internet sites relevant to the user's search request.\n\n              \"Lycos Software\" shall mean all computer software owned\nexclusively or licensed (without obligation to pay royalties and with right to\nsublicense) by Lycos, used by Lycos to operate and maintain the Lycos\nSearchservice, and performing the functionality described in the attached\nEXHIBIT A, EXCLUDING, however, any software relating to web-crawler or spider\ntechnology used to index and catalog web sites on the Internet.\n\n              \"Person\" shall mean a natural person, sole proprietorship,\ncorporation, general partnership, limited partnership, limited liability\npartnership, limited liability company, joint venture, unincorporated\norganization, joint stock company, trust, estate, Regulatory Body or other\nentity.\n\n\n                                      -3-\n\n\n\n\n              \"Regulatory Body\" shall mean any national, state, municipal, local\nor other governmental body or authority, or any quasi-governmental or private\nbody exercising any regulatory authority, including any subdivision or agency\nthereof.\n\n              \"Territory\" shall mean the Republic of Korea.\n\n         2.   LICENSE.\n\n              2.1  GRANT OF LICENSE. On the terms and subject to the conditions\nof this Agreement, Lycos hereby grants to Licensee the following rights and\nlicenses:\n\n                   (a) the exclusive right and license to provide, operate and \nmaintain the Local Searchservice at the Local Site;\n\n                   (b) the exclusive right and license to market, promote and\notherwise exploit the Local Searchservice in the Territory;\n\n                   (c) the exclusive right and license to use, store, process,\nreformat, retrieve and transmit the Local Catalog and the Lycos Catalog, or any\nportion thereof, and to allow users of the Local Searchservice to download from\nthe Local Catalog and the Lycos Catalog to the user's computer hard drive or\nonto a separate disk, in connection with providing, operating and maintaining\nthe Local Searchservice at the Local Site;\n\n                   (d) the exclusive right and license to select, design and\nprovide local content for, and to incorporate such local content into, the Local\nSearchservice; and\n\n                   (e) the exclusive right and license to use the Local Catalog,\nthe Lycos Catalog, the Licensed Marks, the Licensed Property, the Licensed\nSoftware, the Licensed Technology and the Lycos Enhancements solely for purposes\nof exercising the rights and licenses granted under this Section 2.1.\n\n              2.2  EXCLUSIVITY. The rights and licenses granted under Section\n2.1 are exclusive only to the extent such rights and licenses relate to\nproviding, operating and maintaining the Local Searchservice at the Local Site\nfrom any geographic location or to marketing, promoting and otherwise exploiting\nthe Local Searchservice in the Territory. Notwithstanding anything to the\ncontrary contained in this Agreement, Lycos reserves and shall have the right to\nuse or license the Local Catalog, the Lycos Catalog, the Licensed Marks, the\nLicensed Property, the Licensed Software, the Licensed Technology and the Lycos\nEnhancements for any purpose other than (except as required to perform its\nduties under this Agreement) providing a Local Searchservice at an Internet site\nending with the designation \"co.kr\" or marketing, promoting or otherwise\nexploiting a Local Searchservice in the Territory.\n\n\n                                      -4-\n\n\n\n\n              2.3  RESTRICTIONS ON SUBLICENSING AND TRANSFER. Licensee shall\nhave no right to sublicense, sell, assign or otherwise transfer, whether\nvoluntarily or involuntarily, any of the rights and license granted under\nSection 2.1.\n\n              2.4  RIGHTS NOT AFFECTED BY CERTAIN CHANGES. The rights of the\nCompany under this Agreement shall continue in accordance with the terms hereof\nnotwithstanding any change in the ownership of Lycos, any transfer of the assets\nor business of Lycos, or any merger, consolidation, reorganization or\nrecapitalization affecting Lycos.\n\n         3.   LOCAL SITE. To the extent permitted under applicable local law and\nregulation, Lycos shall at all times be the owner of the domain name\n\"www.lycos.co.kr,\" which is the domain name comprising the Local Site. In the\nevent Lycos is at any time not permitted under applicable local law and\nregulation to be the owner of the domain name \"www.lycos.co.kr,\" then, at the\nsole option of Lycos, Lycos shall procure for Licensee the right to use the\ndomain name \"www.lycos.co.kr\" or, alternatively, Licensee shall be the owner of\nthe domain name \"www.lycos.co.kr,\" in which event Licensee shall enter into an\nagreement with Lycos, in form and substance satisfactory to Lycos, assuring to\nLycos the actual benefit of ownership of the domain name \"www.lycos.co.kr\"\nnotwithstanding registered ownership in the name of Licensee.\n\n         4.   CATALOG. Lycos shall be solely responsible for compiling,\nmaintaining and updating the Local Catalog and the Lycos Catalog. Licensee shall\nnot, without the prior written approval of Lycos in each instance, modify or\nchange the Local Catalog and the Lycos Catalog in any respect. Lycos shall\ninitially make the Local Catalog and the Lycos Catalog available as provided in\nSection 6.1, and shall update the Local Catalog and the Lycos Catalog as\nprovided in Section 10.1.\n\n         5.   LICENSED SOFTWARE. Lycos shall be solely responsible for (a) \nmaking any modifications or changes to the Lycos Software which may be necessary\nto develop or create Licensed Software capable of supporting the Local\nSearchservice, and (b) updating the Licensed Software. Licensee shall not,\nwithout the prior written approval of Lycos in each instance, modify or change\nthe Licensed Software in any respect. Lycos shall initially make the Licensed\nSoftware available as provided in Section 6.1 and shall update the Licensed\nSoftware as provided in Section 10.2.\n\n         6.   AVAILABILITY OF LOCAL CATALOG, LYCOS CATALOG AND LICENSED \nSOFTWARE.\n\n              6.1  INITIAL AVAILABILITY. Within thirty (30) days after the\nEffective Date, Lycos shall make the Local Catalog, the Lycos Catalog and the\nLicensed Software, each as then existing, available for use on a staging server\nlocated in the United States, and shall inform Licensee how to access the Local\nCatalog, the Lycos Catalog and the Licensed Software made available on such\nstaging server. During the Initial Availability Period, Licensee shall conduct\nsuch tests of the Local Catalog, the Lycos Catalog and the Licensed Software as\nLicensee deems necessary or desirable, and Lycos shall use reasonable commercial\nefforts to resolve any performance issues with respect to the Local Catalog, the\nLycos Catalog and the Licensed Software as may be identified by Licensee and\ncommunicated by Licensee to Lycos.\n\n\n                                      -5-\n\n\n\n\n              6.2  SUBSEQUENT AVAILABILITY. Promptly after the Initial\nAvailability Period, and prior to the transfer of operations from Lycos to\nLicensee pursuant to Section 8.3, Lycos shall make the Local Catalog, the Lycos\nCatalog and the Licensed Software, each as then existing, available for use on\nservers located in the United States and accessed through the Local Site. The\nequipment shipped by Lycos to Licensee in connection with the transfer of\noperations from Lycos to Licensee pursuant to Section 8.3 shall have installed\nthereon the Local Catalog, the Lycos Catalog and the Licensed Software, each as\nexisting at the time of such shipment. Thereafter, Lycos shall, if required and\nrequested by Licensee, make the Local Catalog, the Lycos Catalog and Licensed\nSoftware available to Licensee by File Transfer Protocol or Federal Express, as\nLycos may determine in its discretion.\n\n         7.   LOCAL CONTENT. Licensee acknowledges that the displayable content\navailable through access to the Local Catalog, the Lycos Catalog and the\nLicensed Software will be limited to the content of the Local Catalog and the\nLycos Catalog and displays relating directly to navigation and search functions.\nLicensee shall design and develop local content, including both information and\nadvertising, customized for the market in the Territory using the principal\nlanguage of the Territory, and combine such local content with the displayable\ncontent available through access to the Local Catalog, the Lycos Catalog and the\nLicensed Software, all in a manner and format substantially similar to the Lycos\nSearchservice.\n\n         8.   START-UP AND TRANSFER OF OPERATIONS.\n\n              8.1  LAUNCH. Licensee shall commercially launch the Local\nSearchservice through the Local Site within sixty (60) days after the end of the\nInitial Availability Period, and as promptly as possible within such sixty (60)\nday period as circumstances permit, making due allowance for the development of\na well-considered plan for the launch and initial marketing of the Local\nSearchservice.\n\n              8.2  INITIAL OPERATIONS. Initially, Lycos shall operate and\nmaintain the Local Searchservice for Licensee using dedicated equipment\npurchased by Lycos and installed and located in the United States. Licensee\nshall reimburse Lycos for all costs (including indirect costs and overhead)\nreasonably incurred by Lycos in operating and maintaining the Local\nSearchservice for Licensee, including without limitation the cost of such\nequipment, and costs incurred in preparing to commence such operation and\nmaintenance. Upon reimbursement by Licensee to Lycos for the cost of any such\nequipment, title to such equipment shall pass from Lycos to Licensee on an \"as\nis, where is\" basis, and Lycos shall assign to Licensee any manufacturer\nwarranties relating to such equipment to the extent any such warranties are\ntransferable.\n\n              8.3  TRANSFER OF OPERATIONS. When and as feasible, as\ndetermined by Lycos and Licensee, Lycos shall transfer the operation and\nmaintenance of the Local Searchservice from Lycos to Licensee, and, in\nconnection with such transfer, the equipment as to which title has passed from\nLycos to Licensee under Section 8.2 shall be shipped by Lycos, at Licensee's\nexpense, to a site in the Territory designated by Licensee.\n\n\n                                      -6-\n\n\n\n\n         9.   TECHNICAL ASSISTANCE.\n\n              9.1  INITIAL TECHNICAL ASSISTANCE. During the period commencing\nfrom the Effective Date and ending three (3) months after commercial launch of\nthe Local Searchservice, Lycos shall, without charge to Licensee, (a) provide\nreasonable technical assistance to Licensee in the form of (i) telephone\nconsultation in English between Lycos technicians and Licensee's personnel, and\n(ii) written materials, in English, covering matters specified by Licensee, and\n(b) provide training at Lycos' principal place of business in the United States\nfor up to two (2) technical trainees who are employees of Licensee, for a total\nof not more than three (3) man months, provided that the cost of travel, food\nand lodging for such technical trainees shall be borne by Licensee.\n\n              9.2  SUBSEQUENT TECHNICAL ASSISTANCE. After the expiration of\nthe period referred to in Section 9.1, Lycos shall (a) provide reasonable\ntechnical assistance to Licensee in the form of (i) telephone consultation in\nEnglish between Lycos technicians and Licensee's personnel, and (ii) written\nmaterials, in English, covering matters specified by Licensee, and (b) from time\nto time as reasonably requested by Licensee make technical representatives\navailable in the Republic of Korea, at times convenient to Lycos, to consult\nwith and provide technical assistance to Licensee. Licensee shall bear all costs\nrelating to such consultation and technical assistance, including without\nlimitation the costs of travel, food and lodging and per diem charges (including\ncoverage of overhead and indirect costs) on a per person basis at the most\nfavorable rates offered by Lycos for providing such services.\n\n         10.  UPDATES.\n\n              10.1 CATALOG UPDATES. Lycos shall provide to Licensee updates\nto (a) the Lycos Catalog when and as such updates are made accessible through\nthe Lycos Searchservice, and (b) the Local Catalog at the same intervals as, and\nas soon as practical after, updates of the Lycos Catalog are made accessible\nthrough the Lycos Searchservice. Licensee shall make payment to Lycos for all\nsuch updates, and the payment amount for any such update shall be [an amount\nequal to the product of (i) the spidering cost per day, multiplied by (ii) the\nnumber of days required to generate such update]. Until operations are\ntransferred by Lycos to Licensee pursuant to Section 8.3, such updates shall be\nmade available on the equipment through which the Local Catalog and the Lycos\nCatalog are made available, and Lycos shall promptly notify Licensee each time\nany such update is made available. After operations are transferred by Lycos to\nLicensee pursuant to Section 8.3, such updates shall be made available by File\nTransfer Protocol or by Federal Express, as Lycos may determine.\n\n              10.2 LICENSED SOFTWARE UPDATES. Lycos shall provide to\nLicensee, without charge, updates to (including entirely new versions of) the\nLicensed Software at the same intervals as, and as soon as practical after,\nupdates of the Lycos Software and the Directory Software become available to\njoint ventures in which Lycos has a significant participation interest through\nshare ownership or otherwise. Until operations are transferred by Lycos to\nLicensee pursuant to Section \n\n\n                                      -7-\n\n\n\n\n8.3, such updates shall be made available by Lycos to Licensee on the equipment\nthrough which the Lycos Software and the Directory Software are made available\nby Lycos to Licensee, and Lycos shall promptly notify Licensee each time any\nsuch update is made available. After operations are transferred by Lycos to\nLicensee pursuant to Section 8.3, such updates shall be made available by Lycos\nto Licensee by File Transfer Protocol or by Federal Express, as Lycos may\ndetermine. At the time Lycos makes available to Licensee any updates to the\nLicensed Software, Lycos shall notify Licensee of the changes to the Licensed\nSoftware effected by such updates.\n\n\n\n\n         11.  ADDITIONAL SERVICES AND NEW SERVICES.\n\n              11.1 COMMUNITY SERVICES. Concurrently with the execution of\nthis Agreement, Lycos and Licensee have entered into a community services\nlicense agreement, as more specifically described therein.\n\n              11.2 NEW SERVICES. In the event that Lycos hereafter makes\navailable at www.lycos.com new services which are in addition to the Lycos\nSearchservice and the community services provided for in the license agreement\nreferred to in Section 11.1, and Lycos exclusively owns or licenses (without\nobligation to pay royalties and with right to sublicense) the rights to such new\nservices, Lycos shall, at Licensee's request, grant to Licensee the right and\nlicense to provide local versions of such new services, subject, however, to the\nexecution of an appropriate license agreement between Lycos and Licensee on such\nterms and conditions as may be mutually acceptable to Lycos and Licensee, which\nlicense agreement shall include a provision for the payment of royalties by\nLicensee to Lycos and a provision requiring Licensee to pay to Lycos all costs\nand expenses (including overhead and indirect costs) incurred by Lycos in\nconnection with customization of the new service for the Territory. In the event\nLycos and Licensee fail to enter into any such license agreement with respect to\nany such local version of any such new service within sixty (60) days after the\ncommencement of good faith negotiations, Lycos shall have no further obligation\nunder this Section 11.2 with respect to any such new service.\n\n         12.  DUTIES OF LICENSEE.\n\n              12.1 MARKETING. As a material term of this Agreement, Licensee\nshall use its best efforts to market, promote and commercially exploit the Local\nSearchservice in the Territory.\n\n              12.2 TRAFFIC REPORTS.\n\n                   (a)  Commencing on the fifth business day of the month\nimmediately following the month in which operation of the Local Searchservice is\ntransferred by Lycos to Licensee pursuant to Section 8.3, and continuing on the\nfifth business day of each month thereafter during the term of this Agreement,\nLicensee shall provide to Lycos via electronic mail a file, in \n\n\n                                      -8-\n\n\n\n\nstandard common log file format, containing a complete and detailed record for\nthe prior month of (a) user accesses (click stream data) to the Licensed\nSoftware, (b) the total number of advertising impressions possible, (c)\nadvertising impressions filled expressed as a percentage of advertising\nimpressions possible, and (d) the number of specific advertisements placed by\neach advertiser, indicating whether such advertisements are rotational, static\nor keyword based.\n\n                   (b)  Commencing on the second business day of the week\nimmediately following the week in which the operation of the Local Searchservice\nis transferred by Lycos to Licensee pursuant to Section 8.3, and continuing on\nthe second business day of each week thereafter during the term of this\nAgreement, Licensee shall provide to Lycos via electronic mail a report\nsummarizing the previous week's daily traffic to the Local Site\n\n              12.3 COMPLIANCE WITH LAW. Licensee shall operate and maintain the\nLocal Searchservice in compliance with all applicable laws, rules and\nregulations of any relevant Regulatory Body.\n\n              12.4 STANDARD OF OPERATION. Licensee shall operate and maintain\nthe Local Searchservice in a manner which is consistent with the quality\nstandards of Lycos and which meets or exceeds the response performance standards\nof the Lycos Searchservice\n\n              12.5 LYCOS APPROVAL OF SAMPLE MATERIALS. Lycos shall have the\nright to approve, prior to distribution, samples of all hard copy advertising\nand promotional materials developed by Licensee and using any of the Licensed\nMarks. Licensee shall submit each such sample to Lycos for approval, and, in the\nevent Lycos fails to disapprove any such sample within fifteen (15) days after\nsubmission, such sample shall be deemed approved.\n\n              12.6 NON-COMPETITION. For so long as this Agreement remains in\neffect, Licensee shall not, directly or indirectly, alone or in combination with\nothers, purchase, establish, maintain, invest in or otherwise promote, or agree\nto purchase, establish, maintain, invest in or otherwise promote, any\nnavigation, search, directory or community service, except that the foregoing\nrestriction shall not apply to passive portfolio investments in an entity not in\nexcess of five percent (5%) of the total equity of such entity and, prior to any\ntermination of this Agreement, the foregoing restriction shall not apply to the\nLocal Searchservice or any additional or new services made available in\nconnection with the Local Searchservice as contemplated by Section 11.\n\n              12.7 PRIVACY POLICY. Licensee agrees to implement a privacy policy\nconsistent with that utilized by Lycos in connection with the Lycos\nSearchservice, with such modifications as may be required by applicable law.\n\n         13.  [A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]\n\n\n                                      -9-\n\n\n\n\n         14.  RIGHTS IN INTELLECTUAL PROPERTY.\n\n              14.1 RESERVATION OF RIGHTS. Except as otherwise expressly set\nforth in Section 2.1, no right, title or interest in or to the Local Catalog,\nthe Lycos Catalog, the Licensed Software, the Licensed Technology, the Licensed\nMarks, the Licensed Property, the Lycos Enhancements, the Local Searchservice or\nthe domain name \"www.lycos.co.kr,\" or in or to any other intellectual property,\nshall pass to Licensee under this Agreement. Without limiting the foregoing, no\nright or license is granted or shall pass to Licensee with respect to any\nweb-crawler or spidering technology used to index and catalog web sites on the\nInternet, or to any patents, copyrights, knowhow, software or other rights or\nproperty relating to any such technology.\n\n              14.2 LYCOS ENHANCEMENTS. All ownership and other rights in and\nto the Lycos Enhancements shall vest in and inure to the benefit of Lycos. Upon\nrequest, Licensee shall execute all such documents, including without limitation\ndocuments of assignment, and take all such steps and render all such assistance\nas may be necessary to assure to Lycos its rights under this Section 14.2.\n\n              14.3 JOINT ENHANCEMENTS. All ownership and other rights in and\nto Joint Enhancements shall vest in and inure to the benefit of Lycos and\nLicensee jointly. Each party shall have the right to use Joint Enhancements, but\nneither party shall have the right to license Joint Enhancements without the\nprior written consent of the other party.\n\n              14.4 LICENSEE ENHANCEMENTS. All ownership and other rights in\nand to the Licensee Enhancements shall vest in and inure to the benefit of\nLicensee. Licensee hereby grants to Lycos a royalty-free, non-exclusive,\nworldwide (except for the Territory) license, with the right to sublicense, to\nuse the Licensee Enhancements in connection with the Lycos Searchservice or\notherwise.\n\n              14.5 NO REGISTRATION. Licensee shall not, in the Territory or\nin any other jurisdiction, make any registration or application with respect to\nany patents, trademarks, service \n\n\n                                      -10-\n\n\n\n\nmarks, copyrights or other intellectual property owned or licensed by Lycos,\nincluding without limitation the Licensed Marks and the Licensed Property, or,\nexcept as otherwise expressly contemplated by Section 3, with respect to any\ndomain name which includes the word \"lycos,\" including without limitation the\ndomain name \"www.lycos.co.kr.\"\n\n              14.6 BENEFIT. All use of the Licensed Marks and Licensed\nProperty shall inure to the benefit of Lycos, or, as applicable, its licensors.\n\n         15.  MARKING AND PROTECTION.\n\n              15.1 MARKING OF MATERIALS. Licensee shall include appropriate\npatent, trademark and copyright markings and notations in the Local\nSearchservice and in all marketing, advertising, promotional and other materials\nwhich use or refer to the Licensed Marks or the Licensed Property. Without\nlimiting the foregoing, if the trademark \"Lycos(R)\" appears in any such\nmaterials, such materials shall include the following statement: \"(C)1995-____\nLycos, Inc. Lycos(R) is a registered trademark of Carnegie Mellon University.\nAll Rights Reserved.\"\n\n              15.2 MARKING OF ENTRY SCREEN. The following statement shall\nappear on the entry screen of the Local Searchservice and at the bottom of each\nsearch result, in a font no smaller than the font for the main text used in the\nLocal Searchservice and otherwise in such manner as Lycos may specify to\nLicensee from time to time:\n\n               \"(C)1995-____ Lycos, Inc. Lycos(R) is a registered\n               trademark of Carnegie Mellon University. All Rights\n               Reserved.\"\n\n              15.3 PROTECTION. Licensee shall at all times take such steps\nto protect the rights of Lycos in and to the Licensed Marks, the Licensed\nProperty, the Local Catalog, the Lycos Catalog, the Licensed Software, the\nLicensed Technology, the Lycos Enhancements and the Local Searchservice as\nLicensee takes to protect its rights with respect to its own intellectual\nproperty, and in any event shall use a reasonable degree of care to protect such\nrights of Lycos.\n\n         16.  WARRANTIES; DISCLAIMER; EXCLUSIVE REMEDY.\n\n              16.1 LIMITED WARRANTY. LYCOS WARRANTS THAT THE LICENSED\nSOFTWARE, WHEN USED WITH THE LOCAL CATALOG, WILL FUNCTION IN SUBSTANTIALLY THE\nSAME MANNER AS THE LYCOS SOFTWARE FUNCTIONS WHEN USED WITH THE LYCOS CATALOG,\nAND THAT THE SEARCH RESULTS RETRIEVED FROM THE LOCAL CATALOG USING THE LICENSED\nSOFTWARE WILL HAVE SUBSTANTIALLY THE SAME APPEARANCE (ALLOWING FOR DIFFERENCES\nATTRIBUTABLE TO LANGUAGE, DIFFERENCES IN CONTENT AND LOCAL CUSTOMIZATION) AS THE\nSEARCH RESULTS RETRIEVED FROM THE LYCOS CATALOG USING THE LYCOS SOFTWARE.\n\n\n                                      -11-\n\n\n\n\n              16.2 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 16.1, \nLYCOS MAKES NO WARRANTIES OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR\nSTATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY WARRANTY\nREGARDING THE ACCURACY OR CONTENT OF ANY INFORMATION OBTAINED BY USING THE\nLICENSED SOFTWARE, ALL OF WHICH OTHER WARRANTIES ARE HEREBY EXPRESSLY\nDISCLAIMED.\n\n              16.3 REMEDY. LYCOS' SOLE OBLIGATION AND LICENSEE'S SOLE REMEDY\nUNDER THE LIMITED WARRANTY SET FORTH IN SECTION 16.1 IS THAT LYCOS SHALL USE\nREASONABLE COMMERCIAL EFFORTS TO CORRECT ANY PROBLEMS WITH THE LICENSED SOFTWARE\nWHICH PREVENT THE LICENSED SOFTWARE FROM FUNCTIONING AS WARRANTED, OR WHICH\nCAUSE THE APPEARANCE OF THE LOCAL CATALOG TO BE OTHER THAN AS WARRANTED.\n\n              16.4 EXCLUSIONS. THE LIMITED WARRANTY SET FORTH IN SECTION 16.1 \nSHALL CEASE TO APPLY IN THE EVENT LICENSEE MAKES ANY MODIFICATION TO THE\nLICENSED SOFTWARE OR THE LOCAL CATALOG WITHOUT THE EXPRESS WRITTEN CONSENT OF\nLYCOS.\n\n              16.5 WARRANTY PERIOD. THE LIMITED WARRANTY SET FORTH IN SECTION \n16.1 SHALL APPLY DURING THE SIXTY (60) DAY PERIOD COMMENCING FROM THE DATE OF\nTHE COMMERCIAL LAUNCH OF THE LOCAL SEARCHSERVICE, AND SHALL APPLY DURING THE\nSIXTY (60) DAY PERIOD COMMENCING FROM THE DATE ON WHICH THE TRANSFER OF\nOPERATIONS CONTEMPLATED BY SECTION 8.3 IS COMPLETED. LYCOS SHALL NOT HAVE ANY\nOBLIGATION OR LIABILITY UNDER SUCH LIMITED WARRANTY, EXCEPT AS TO CLAIMS ARISING\nDURING EITHER SIXTY (60) DAY PERIOD REFERRED TO ABOVE IN THIS SECTION 16.5 AND\nAS TO WHICH LYCOS HAS RECEIVED PROMPT WRITTEN NOTICE.\n\n              16.6 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO\nTHE OTHER FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT\nLIMITATION LOST PROFITS. LICENSEE AGREES THAT LYCOS' MAXIMUM LIABILITY TO\nLICENSEE UNDER THIS AGREEMENT, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE,\nSTRICT LIABILITY OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE SUM OF FIVE\nHUNDRED THOUSAND U.S. DOLLARS (U.S.$ 500,000).\n\n         17.  INFRINGEMENT.\n\n              17.1 INFRINGEMENT. In the event the use of the Licensed\nSoftware by Licensee or any user of the Local Searchservice is alleged or\ndetermined to infringe on the rights of any third \n\n\n                                      -12-\n\n\n\n\nparty, Lycos shall, at its own expense and in its sole discretion, (a) procure\nfor Licensee and users of the Local Searchservice the right to continue such\nuse, (b) replace the Licensed Software with non-infringing software or modify\nthe Licensed Software to make it non-infringing, or (c) if neither of the\nremedies described in (a) and (b) are commercially reasonable, terminate this\nAgreement and accept the return of the Licensed Software.\n\n              17.2 INDEMNIFICATION. Lycos shall defend (or settle), indemnify \nand hold Licensee harmless from and against any claim, liability, damage, cost\nor expense (including reasonable attorneys' fees) arising out of any actual or\nalleged infringement by the Licensed Software on the rights of third parties. In\nconnection with any such defense (or settlement), Lycos shall have the right, in\nits sole discretion, to select counsel of its own choosing. Upon designation of\nsuch counsel by Lycos, Licensee may, in its sole discretion and at its sole cost\nand expense, choose to be represented by its own counsel. In any event, Lycos\nand Licensee shall cooperate in any such defense (or settlement).\n\n              17.3 LIMITATION. Lycos shall not have any obligation or liability \nto Licensee under Section 17.1 or Section 17.2 with respect to any Licensed\nSoftware which has been modified by Licensee without the express written consent\nof Lycos, or with respect to any claim or matter as to which Licensee fails to\ngive written notice to Lycos within fifteen (15) days after Licensee receives\nnotice or otherwise becomes aware of such claim or matter.\n\n              17.4 DISCLAIMER. Lycos shall have no obligations or liabilities \nunder this Agreement with respect to any claims, liabilities, damages, costs or\nexpenses, by reason of actual or alleged infringement on the rights of third\nparties or otherwise, which arise out of any use of the Licensed Marks by\nLicensee or any use of the Local Catalog or the Lycos Catalog by Licensee or any\nusers of the Local Searchservice.\n\n         18.  CONFIDENTIALITY.\n\n              18.1 CONFIDENTIALITY. For so long as this Agreement remains in\neffect and for a period of three (3) years after any expiration or termination\nof this Agreement, each party shall keep strictly confidential, and shall not\ndisclose, any confidential information of the other party received under or in\nconnection with this Agreement, including without limitation any information,\nwritten or oral, relating to customers, costs, profits, markets, sales,\nproducts, product development, key personnel, pricing policies, operational\nmethods, technology, know-how, technical processes, formulae or plans for future\ndevelopment; provided, however, that confidential information shall not include,\nand the disclosure restrictions of this Section 18.1 shall not apply to, any\ninformation received from the other party which:\n\n                   (a)  was already known to the recipient at the time of\nreceipt;\n\n                   (b)  was at the time of receipt, or thereafter becomes,\nfreely and generally available to the public through no wrongful act of the\nrecipient;\n\n\n                                      -13-\n\n\n\n\n                   (c)  is rightfully received by the recipient from a third\nparty legally entitled to disclose such information free of confidentiality\nrestrictions;\n\n                   (d)  is disclosed by the recipient pursuant to the order of\nany court or in connection with any legal proceeding commenced by or against the\nrecipient, provided that prior to any such disclosure the recipient shall give\nthe other party a reasonable opportunity to seek a protective order with respect\nto any such disclosure; or\n\n                   (e)  is disclosed by the recipient, or any Affiliate of the\nrecipient, as required under any applicable securities laws\n\nUpon the expiration or termination of this Agreement, each party shall either\ndestroy or return to the other party all memoranda, notes, records, reports and\nother documents (including all copies thereof) containing any confidential\ninformation of such other party and in such party's possession or under its\ncontrol at the time of such expiration or termination, and shall give written\ncertification of compliance with this paragraph to the other party.\n\n              18.2 PRESS RELEASES AND ANNOUNCEMENTS.. Neither party shall\nissue any press releases or public announcements relating to this Agreement, the\ntransactions contemplated by this Agreement or the business of Licensee without\nthe prior written approval of the other party, which approval shall not be\nunreasonably withheld or delayed, except that each party shall be permitted to\nissue any press releases or publicity statements (whether or not approved by the\nother party) to the extent required by any applicable securities laws, and Lycos\nshall have the right to issue press releases and make public announcements\nrelating to its products, services and plans.\n\n         19.  TERM AND TERMINATION.\n\n              19.1 TERM. The term of this Agreement shall commence from the\nEffective Date and continue until the sooner of (a) the date on which the\nparties hereto mutually agree to terminate this Agreement; (b) the date on which\nthis Agreement is terminated pursuant to the Joint Venture Agreement dated as of\nMarch 19, 1999 between Lycos and Mirae Corporation; (c) the date on which any\nbankruptcy or insolvency proceeding is commenced by or against Licensee; (d) the\ndate on which Licensee ceases to transact business for a period of not less than\nthirty (30) consecutive days; or (e) the date on which Licensee ceases its\ncorporate existence (by dissolution or otherwise).\n\n              19.2 TERMINATION FOR BREACH. Either party may terminate this\nAgreement in the event the other party breaches this Agreement and such breach,\nif susceptible of cure, remains uncured for thirty (30) days after such party\ngives written notice of such breach to such other party.\n\n              19.3 EFFECT OF TERMINATION. The expiration or termination of\nthis Agreement shall not affect any payment obligations of either party to the\nother accrued or otherwise existing as of the \n\n\n                                      -14-\n\n\n\n\ndate of such expiration or termination. Upon the expiration or termination of\nthis Agreement for any reason, all of the rights and licenses granted under\nSection 2.1 shall terminate, and Licensee shall immediately (a) cease any use of\nthe Licensed Marks, the Licensed Property, the Local Catalog, the Lycos Catalog,\nthe Licensed Software, the Licensed Technology and the Lycos Enhancements, (b)\neither return to Lycos or destroy all embodiments thereof, and (c) certify to\nLycos in writing that Licensee has complied with the requirements of clauses (a)\nand (b) of this Section 19.3.\n\n              19.4 SURVIVAL.  The provisions of Sections 12.6, 14 and 18 shall \nsurvive any expiration or termination of this Agreement.\n\n         20.  MISCELLANEOUS.\n\n              20.1 COSTS. Except as may be otherwise expressly provided in\nthis Agreement, each party shall bear its own costs and expenses in carrying out\nits obligations under this Agreement.\n\n              20.2 LATE PAYMENTS. All amounts payable by either party to the\nother party under this Agreement shall be due and payable within thirty (30)\ndays of the date of invoice. If any payment is not received within thirty (30)\ndays of the date of invoice, interest will be imposed on such amount from the\ndate due until paid in full at a rate of interest per annum equal to the rate\nannounced from time to time by the Chase Manhattan Bank as its prime or\nreference rate, plus five percent (5%).\n\n              20.3 NOTICES. Any notice, request, demand, approval or consent\nrequired or permitted under this Agreement shall be in writing and shall be\neffective upon actual receipt when delivered by (a) registered mail, postage\nprepaid, return receipt requested, (b) personal delivery, (c) an overnight\ncourier of recognized reputation (such as DHL or Federal Express), or (d)\ntransmission by facsimile (with confirmation by mail), in each case addressed as\nfollows:\n\n              If to Lycos:      Lycos, Inc.\n                                400-2 Totten Pond Road\n                                Waltham, MA 02154\n                                Attention:        General Counsel\n                                Telephone:        (781) 370-2700\n                                Facsimile:        (781) 370-2600\n\n              With a copy to:   Coudert Brothers\n                                1055 West 7th Street, 20th Floor\n                                Los Angeles, CA 90017\n                                Attention:        Richard G. Wallace\n                                Telephone:        (213) 688-9088\n                                Facsimile:        (213) 689-4467\n\n              If to Licensee:   Lycos Korea, Inc.\n                                c\/o Mirae Corporation\n\n\n                                      -15-\n\n\n\n\n                                #1309, Korea Stock Exchange, Annex Bldg.,\n                                33, Yoidodong, Youngdungpo-gu\n                                Seoul, Korea 150-010\n                                Attention:        Kyung Dal Cho\n                                Telephone:        82-2-783-0059\n                                Facsimile:        82-2-783-0057\n\nEither party may change its address or facsimile number for notice purposes by\nnotice given to the other party in accordance with this Section 20.3.\n\n              20.4 ASSIGNMENT. Neither party's rights, duties or\nresponsibilities under this Agreement may be assigned, delegated or otherwise\ntransferred in any manner, without the prior written consent of the other party.\nNotwithstanding the foregoing, no such consent shall be required in connection\nwith the assignment, delegation or other transfer of any such rights, duties or\nresponsibilities (a) by Lycos to an Affiliate, or (b) in connection with any\ntransaction, regardless of its form, in which all or substantially all of the\nassets of Lycos are acquired.\n\n              20.5 ENTIRE AGREEMENT. This Agreement, including the exhibits\nreferred to herein, which are hereby incorporated in and made a part of this\nAgreement, constitutes the entire contract between the parties with respect to\nthe subject matter covered by this Agreement. This Agreement supersedes all\nprevious letters of intent, agreements and understandings, if any, by and\nbetween the parties with respect to the subject matter covered by this\nAgreement. This Agreement may not be amended, changed or modified except by a\nwriting duly executed by the parties hereto.\n\n              20.6 SEVERABILITY. If any provision of this Agreement is held\nby a court of competent jurisdiction to be unenforceable, invalid or void in any\nrespect, no other provision of this Agreement shall be affected thereby, all\nother provisions of this Agreement shall nevertheless be carried into effect and\nthe parties shall amend this Agreement to modify the unenforceable, invalid or\nvoid provision to give effect to the intentions of the parties to the extent\npossible in a manner which is valid and enforceable.\n\n              20.7 REMEDIES AND WAIVERS. All rights and remedies of the\nparties are separate and cumulative, and no one of them, whether exercised or\nnot, shall be deemed to be to the exclusion of or to limit or prejudice any\nother rights or remedies which the parties may have. The parties shall not be\ndeemed to waive any of their rights or remedies under this Agreement, unless\nsuch waiver is in writing and signed by the party to be bound. No delay or\nomission on the part of either party in exercising any right or remedy shall\noperate as a waiver of such right or remedy or any other right or remedy. A\nwaiver on any one occasion shall not be construed as a bar to or waiver of any\nright or remedy on any future occasion.\n\n              20.8 ARBITRATION. In the event any dispute arises between the\nparties with respect to any matter arising out of or relating to this Agreement\nwhich cannot be amicably resolved, such dispute shall be submitted to the\nInternational Chamber of Commerce for binding arbitration in \n\n\n                                      -16-\n\n\n\n\naccordance with the commercial arbitration rules of the International Chamber of\nCommerce as then in effect. The arbitration shall be conducted in the English\nlanguage, and shall be held in London, England. Any arbitration award rendered\nin any such arbitration proceeding may be entered in and enforced by any court\nof competent jurisdiction. Nothing contained in this Section 20.8 shall prevent\nor be construed to prevent either party from seeking a temporary restraining\norder or a preliminary or permanent injunction or any other form of interim,\nprovisional or equitable relief in any court of competent jurisdiction.\n\n              20.9 GOVERNING LAW. This Agreement shall be governed by, and\ninterpreted in accordance with, the laws (other than that body of law relating\nto conflicts of law) of Massachusetts, United States of America. Licensee hereby\nconsents to the non-exclusive jurisdiction of the federal and state courts\nlocated in Massachusetts, United States of America, and waives all objections to\nthe laying of venue in Massachusetts, including without limitation any objection\nbased on inconvenient forum. Licensee further consents to the service of process\nby mail or by any other means permitted by Massachusetts law.\n\n              20.10 ATTORNEYS' FEES. In the event any action or proceeding\nis initiated for any breach of or default in any of the terms or conditions of\nthis Agreement, then the party in whose favor judgment shall be entered or an\narbitration award shall be made, shall be entitled to have and recover from the\nother party all costs and expenses (including attorneys' fees) incurred in such\naction or proceeding and any appeal therefrom.\n\n              20.11 HEADINGS. The headings contained in this Agreement are\nfor convenience only and are not a part of this Agreement, and do not in any way\ninterpret, limit or amplify the scope, extent or intent of this Agreement, or\nany of the provisions of this Agreement.\n\n              20.12 COUNTERPARTS AND FACSIMILE. This Agreement may be\nexecuted in counterparts, each of which shall constitute an original, but all of\nwhich together shall constitute one and the same agreement. Transmission of\nfacsimile copies of signed original signature pages of this Agreement shall have\nthe same effect as delivery of the signed originals.\n\n              20.13 TRANSLATION. For the convenience of the parties, one or\nmore Korean translations of this Agreement may be prepared. Notwithstanding the\npreparation or existence of any such Korean translations, the English language\nversion of this Agreement shall be controlling.\n\n              20.14 THIRD PARTY BENEFICIARY. This Agreement is not intended\nto and does not confer any rights on any third party, and no such third party\nshall be a third party beneficiary under or in respect of this Agreement.\n\n\n                                      -17-\n\n\n\n              20.15 BINDING EFFECT. Subject to Section 20.4, this Agreement\nshall be binding upon and shall inure to the benefit of the parties and their\nrespective successors and assigns.\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n                                  LYCOS, INC.,\n                                  a corporation organized under the laws of\n                                  Delaware, USA\n\n                                  By: \n                                     --------------------------------------\n                                  Its:\n                                      -------------------------------------\n\n                                  LYCOS KOREA, INC.\n                                  a CHUSIK HOESA organized under the laws of\n                                  the Republic of Korea\n\n                                  By:\n                                     --------------------------------------\n                                  Its:\n                                      -------------------------------------\n\n\n                                      -18-\n\n\n\n\n                                    EXHIBITS\n\n\n         Exhibit A:        Licensed Software\n         Exhibit B:        Licensed Marks\n\n\n\n\n\n                                    EXHIBIT A\n                                 LYCOS SOFTWARE\n\n\n1.   Lycos Web Server\n     (a)  Pursuit Search Engine\n     (b)  Advertising Support Code (to the extent owned \n          exclusively by Lycos)\n     (c)  Load Balance Code\n     (d)  Fault Tolerance Failover\n     (e)  Real Time Security and Traffic Monitoring\n     (f)  Log Analysis Code that provides collection,\n          compression, and report generation of all http\n          services\n2.   Fault Tolerance Monitoring and Security Demons\n\n\n\n\n                                    EXHIBIT B\n\n\nLicensed Marks\n--------------\n\nTripod name and logo\n\n\nLicensed Property\n-----------------\n\nPatents--None\n\n\n\n\n\n\n                                                                 Exhibit 10.28\n\n                                   EXHIBIT B-2\n                                LICENSE AGREEMENT\n\n         THIS LICENSE AGREEMENT (this \"Agreement\") is made and entered into as\nof _____________, 1999 by and between TRIPOD, INC., a corporation organized\nunder the laws of the State of Delaware, United States of America (\"Tripod\"),\nand LYCOS KOREA, INC., a CHUSIK HOESA organized under the laws of the Republic\nof Korea (\"Licensee\").\n\n                                    RECITALS\n\n         A. Tripod owns or licenses from third parties certain rights relating\nto the Tripod Service (as defined below).\n\n         B. Licensee desires to offer a local version of the Tripod Service, in\nthe Korean language and as otherwise customized for the Korean market.\n\n         C. On the terms and subject to the conditions hereafter set forth,\nLicensee desires to obtain from Tripod, and Tripod is willing to grant to\nLicensee, the rights and licenses described below.\n\n         NOW THEREFORE, in consideration of the mutual covenants contained\nherein, and for other valuable consideration received, the receipt and\nsufficiency of which are hereby acknowledged, the parties agree as follows:\n\n         1.       CERTAIN DEFINITIONS. As used in this Agreement, the following\nterms have the meanings set forth below:\n\n                  \"Affiliate\" shall mean, as to any Person, any other Person\nthat, directly or indirectly, controls, is under common control with, or is\ncontrolled by, such Person, where such control is by the power, directly or\nindirectly, to direct or cause the direction of the management and policies of\nsuch Person, whether through the ownership of voting securities, by contract or\notherwise.\n\n                  \"Derivative Works\" shall mean all Enhancements which are\n\"derivative works\" and \"compilations\" as such terms are defined in the U.S.\nCopyright Act (17 U.S.C. Section 101 et seq.).\n\n                  \"Enhancements\" shall mean all enhancements, improvements,\nadditions or modifications to the Licensed Software, the Licensed Technology or\nthe Local Service, of whatever type or nature, whether created or developed\nsolely by Tripod or its Affiliates, agents, consultants or independent\ncontractors, solely by Licensee or its Affiliates, agents, consultants or\nindependent contractors, or jointly by Tripod or its Affiliates, agents,\nconsultants or independent contractors, on one hand, and Licensee or its\nAffiliates, agents, consultants or independent contractors, on the other hand.\n\n\n\n\n\n                  \"Effective Date\" shall mean the date of this Agreement as set\nforth in the preamble hereof.\n\n                  \"Internet\" shall mean the various computer networks commonly\nand collectively referred to as the \"internet,\" as the same may exist from time\nto time.\n\n                  \"Initial Availability Period\" shall mean the thirty (30) day\nperiod commencing from the date Tripod makes the Licensed Software initially\navailable to Licensee under Section 6.1, or such shorter period as may be agreed\nto between Tripod and Licensee.\n\n                  \"Joint Enhancements\" shall mean any Enhancements which are not\nDerivative Works and which are created or developed jointly by Tripod or its\nAffiliates, agents, consultants or independent contractors, on one hand, and\nLicensee or its Affiliates, agents, consultants or independent contractors, on\nthe other hand.\n\n                  \"Licensed Marks\" shall mean all trademarks and service marks\nowned or licensed (without obligation to pay royalties and with right to\nsublicense) by Tripod as of the date of this Agreement and used by Tripod in\nconnection with the Tripod Service, which trademarks and service marks are\nlisted in the attached EXHIBIT B.\n\n                  \"Licensed Property\" shall mean all patents and patent rights\nlisted in the attached EXHIBIT B and all rights in copyright now or hereafter\nowned exclusively or licensed (without obligation to pay royalties and with\nright to sublicense) by Tripod and pertaining to the Licensed Software, the\nLicensed Technology, the Local Service or the Tripod Enhancements.\n\n                  \"Licensed Software\" shall mean the Tripod Software, as enabled\nto handle double-byte characters, and all relevant application programming\ninterfaces, as the Tripod Software and the relevant application programming\ninterfaces are modified or supplemented to support the Local Service and to\nenable a user to create a homepage at the Local Site or at www.tripod.com, to\ncreate a mirror of such homepage at the other of such sites and to link such\nhomepages, and as thereafter modified, supplemented, replaced or updated from\ntime to time.\n\n                  \"Licensed Technology\" shall mean all inventions, ideas,\nknowhow, expertise, trade secrets and proprietary information now or hereafter\nowned exclusively or licensed (without obligation to pay royalties and with\nright to sublicense) by Tripod and used by Tripod to operate the Tripod Service\nand to enable a user to create a homepage at the Local Site or at\nwww.tripod.com, to create a mirror of such homepage at the other of such sites\nand to link such homepages.\n\n                  \"Licensee Enhancements\" shall mean shall mean any Enhancements\nwhich (a) are not Derivative Works, and (b) are created or developed solely by\nLicensee or its Affiliates, agents, consultants or independent contractors\n(other than Tripod) without breaching any provision of this Agreement.\n\n\n                                      -2-\n\n\n\n\n                  \"Local Service\" shall mean a local version of the Tripod\nService, as customized for the Territory and in the principal language of the\nTerritory.\n\n                  \"Local Site\" shall mean www.tripod.co.kr, the Internet site\nthrough which the Local Service is to be made available to users, as provided\nfor in Section 3.\n\n                  \"Person\" shall mean a natural person, sole proprietorship,\ncorporation, general partnership, limited partnership, limited liability\npartnership, limited liability company, joint venture, unincorporated\norganization, joint stock company, trust, estate, Regulatory Body or other\nentity.\n\n                  \"Regulatory Body\" shall mean any national, state, municipal,\nlocal or other governmental body or authority, or any quasi-governmental or\nprivate body exercising any regulatory authority, including any subdivision or\nagency thereof.\n\n                  \"Territory\" shall mean the Republic of Korea.\n\n                  \"Tripod Enhancements\" shall mean any Enhancements which are\n(a) Derivative Works, or (b) created or developed solely by Tripod or its\nAffiliates, agents, consultants or independent contractors.\n\n                  \"Tripod Service\" shall mean the \"web site community\" service\noffered by Tripod on an advertiser supported basis at www.tripod.com, featuring\na homepage building service and opportunities for users to interact.\n\n                  \"Tripod Software\" shall mean all computer software owned\nexclusively or licensed (without obligation to pay royalties and with right to\nsublicense) by Tripod, used by Tripod to operate and maintain the Tripod\nService, and performing the functionality described in the attached EXHIBIT A.\n\n         2.       LICENSE.\n\n                  2.1   GRANT OF LICENSE. On the terms and subject to the\nconditions of this Agreement, Tripod hereby grants to Licensee the following\nrights and licenses:\n\n                  (a)   the exclusive right and license to provide, operate and\nmaintain the Local Service at the Local Site;\n\n                  (b)   the exclusive right and license to market, promote and\notherwise exploit the Local Service in the Territory;\n\n                  (c)   the exclusive right and license to use the Licensed\nMarks, the Licensed Property, the Licensed Software, the Licensed Technology and\nthe Tripod Enhancements solely for purposes of exercising the rights and\nlicenses granted under this Section 2.1.\n\n\n                                      -3-\n\n\n\n\n                  2.2   EXCLUSIVITY. The rights and licenses granted under \nSection 2.1 are exclusive only to the extent such rights and licenses relate to\nproviding, operating and maintaining the Local Service at the Local Site from\nany geographic location or to marketing, promoting and otherwise exploiting the\nLocal Service in the Territory. Notwithstanding anything to the contrary\ncontained in this Agreement, Tripod reserves and shall have the right to use or\nlicense the Licensed Marks, the Licensed Property, the Licensed Software, the\nLicensed Technology and the Tripod Enhancements for any purpose other than\n(except as required to perform its duties under this Agreement) providing a\nLocal Service at an Internet site ending with the designation \"co.kr\" or\nmarketing, promoting or otherwise exploiting a Local Service in the Territory.\n\n                  2.3   RESTRICTIONS ON SUBLICENSING AND TRANSFER. Licensee \nshall have no right to sublicense, sell, assign or otherwise transfer, whether\nvoluntarily or involuntarily, any of the rights and license granted under\nSection 2.1.\n\n                  2.4   RIGHTS NOT AFFECTED BY CERTAIN CHANGES. The rights of\nLicensee under this Agreement shall continue in accordance with the terms hereof\nnotwithstanding any change in the ownership of Tripod, any transfer of the\nassets or business of Tripod, or any merger, consolidation, reorganization or\nrecapitalization affecting Tripod.\n\n         3.       LOCAL SITE. To the extent permitted under applicable local law\nand regulation, Tripod shall at all times be the owner of the domain name\n\"www.tripod.co.kr,\" which is the domain name comprising the Local Site. In the\nevent Tripod is at any time not permitted under applicable local law and\nregulation to be the owner of the domain name \"www.tripod.co.kr,\" then, at the\nsole option of Tripod, Tripod shall procure for Licensee the right to use the\ndomain name \"www.tripod.co.kr\" or, alternatively, Licensee shall be the owner of\nthe domain name \"www.tripod.co.kr,\" in which event Licensee shall enter into an\nagreement with Tripod, in form and substance satisfactory to Tripod, assuring to\nTripod the actual benefit of ownership of the domain name \"www.tripod.co.kr\"\nnotwithstanding registered ownership in the name of Licensee.\n\n         4.       LICENSED SOFTWARE. Tripod shall be solely responsible for \n(a) making any modifications or changes to the Tripod Software which may be\nnecessary to develop or create Licensed Software capable of supporting the Local\nService, and (b) updating the Licensed Software. Licensee shall not , without\nthe prior written approval of Tripod in each instance, modify or change the\nLicensed Software in any respect. Tripod shall initially make the Licensed\nSoftware available as provided in Section 5.1 and shall update the Licensed\nSoftware as provided in Section 8.2.\n\n         5.       AVAILABILITY OF  LICENSED SOFTWARE.\n\n                  5.1   INITIAL AVAILABILITY. Within thirty (30) days after the\nEffective Date, Tripod shall make the Licensed Software, as then existing,\navailable for use on a staging server located in the United States, and shall\ninform Licensee how to access the Licensed Software made available on such\nstaging server. During the Initial Availability Period, Licensee shall conduct\nsuch tests of \n\n\n                                      -4-\n\n\n\n\nthe Licensed Software as Licensee deems necessary or desirable, and Tripod shall\nuse reasonable commercial efforts to resolve any performance issues with respect\nto the Licensed Software as may be identified by Licensee and communicated by\nLicensee to Tripod.\n\n                  5.2   SUBSEQUENT AVAILABILITY. Promptly after the Initial\nAvailability Period, and prior to the transfer of operations from Tripod to\nLicensee pursuant to Section 6.3, Tripod shall make the Licensed Software, as\nthen existing, available for use on servers located in the United States and\naccessed through the Local Site. The equipment shipped by Tripod to Licensee in\nconnection with the transfer of operations from Tripod to Licensee pursuant to\nSection 6.3 shall have installed thereon the Licensed Software, as existing at\nthe time of such shipment. Thereafter, Tripod shall, if required and requested\nby Licensee, make the Licensed Software available to Licensee by File Transfer\nProtocol or Federal Express, as Tripod may determine in its discretion.\n\n         6.       START-UP, TRANSFER OF OPERATIONS AND IMPLEMENTATION OF \nMIRRORED SITES.\n\n                  6.1   LAUNCH. Licensee shall commercially launch the Local\nService through the Local Site within sixty (60) days after the end of the\nInitial Availability Period, and as promptly as possible within such sixty (60)\nday period as circumstances permit, making due allowance for the development of\na well-considered plan for the launch and initial marketing of the Local\nService.\n\n                  6.2   INITIAL OPERATIONS. Initially, Tripod shall operate and\nmaintain the Local Service for Licensee using dedicated equipment installed and\nlocated in the United States. Licensee shall reimburse Tripod for all costs\n(including indirect costs and overhead) reasonably incurred by Tripod in\noperating and maintaining the Local Service for Licensee, and costs incurred in\npreparing to commence such operation and maintenance.\n\n                  6.3   TRANSFER OF OPERATIONS. When and as feasible, as\ndetermined by Tripod and Licensee, Tripod shall transfer the operation and\nmaintenance of the Local Service from Tripod to Licensee.\n\n                  6.4   IMPLEMENTATION OF MIRRORED SITES. Tripod shall use\nreasonable commercial efforts, using information collected from users of the\nTripod Service, to identify any such users who are resident in the Territory and\nto compile and maintain a current list of such users and their e-mail addresses.\nTripod shall take reasonable commercial steps to acquaint users of the Tripod\nService who are listed on such list, as updated from time to time, with the\navailability of the Local Service and the opportunity to mirror at the Local\nSite homepages created using the Tripod Service and to link the mirrored\nhomepage at the Local Site with the original homepage created using the Tripod\nService. Tripod shall transfer to Licensee, in such manner as may be agreed to\nbetween Tripod and Licensee, the relevant data with respect to homepages created\nby users of the Tripod Service whose names appear on the list of Tripod users\nresident in the Territory as maintained by Tripod under this Section 6.4.\nCommencing for the month in which such mirrored sites are initially created,\nTripod shall provide to Licensee monthly tracking information on transfers by\nusers of the Tripod Service between homepages created using the Tripod Service\nand mirrored homepages at the Local Site. \n\n\n                                      -5-\n\n\n\n\nTripod shall from time to time furnish to Licensee the e-mail addresses of the\nusers of the Tripod Service listed on the list maintained by Tripod under this\nSection 6.4, provided that Licensee shall not disclose such e-mail addresses to\nany third party without the written consent of Tripod.\n\n         7.       TECHNICAL ASSISTANCE.\n\n                  7.1   INITIAL TECHNICAL ASSISTANCE. During the period \ncommencing from the Effective Date and ending three (3) months after commercial\nlaunch of the Local Service, Tripod shall, without charge to Licensee, (a)\nprovide reasonable technical assistance to Licensee in the form of (i) telephone\nconsultation in English between Tripod technicians and Licensee's personnel, and\n(ii) written materials, in English, covering matters specified by Licensee, and\n(b) provide training at Tripod's principal place of business in the United\nStates for up to two (2) technical trainees who are employees of Licensee, for a\ntotal of not more than three (3) man months, provided that the cost of travel,\nfood and lodging for such technical trainees shall be borne by Licensee.\n\n                  7.2   SUBSEQUENT TECHNICAL ASSISTANCE. After the expiration of\nthe period referred to in Section 7.1, Tripod shall (a) provide reasonable\ntechnical assistance to Licensee in the form of (i) telephone consultation in\nEnglish between Tripod technicians and Licensee's personnel, and (ii) written\nmaterials, in English, covering matters specified by Licensee, and (b) from time\nto time as reasonably requested by Licensee make technical representatives\navailable in the Republic of Korea, at times convenient to Tripod, to consult\nwith and provide technical assistance to Licensee. Licensee shall bear all costs\nrelating to such consultation and technical assistance, including without\nlimitation the costs of travel, food and lodging and per diem charges (including\ncoverage of overhead and indirect costs) on a per person basis at the most\nfavorable rates offered by Tripod for providing such services.\n\n         8.       LICENSED SOFTWARE UPDATES. Tripod shall provide to Licensee, \nwithout charge, updates to (including entirely new versions of) the Licensed\nSoftware at the same intervals as, and as soon as practical after, updates of\nthe Tripod Software become available for release to Tripod licensees. Until\noperations are transferred by Tripod to Licensee pursuant to Section 6.3, such\nupdates shall be made available by Tripod to Licensee on the equipment through\nwhich the Tripod Software is made available by Tripod to Licensee, and Tripod\nshall promptly notify Licensee each time any such update is made available.\nAfter operations are transferred by Tripod to Licensee pursuant to Section 6.3,\nsuch updates shall be made available by Tripod to Licensee by File Transfer\nProtocol or by Federal Express, as Tripod may determine. At the time Tripod\nmakes available to Licensee any updates to the Licensed Software, Tripod shall\nnotify Licensee of the changes to the Licensed Software effected by such\nupdates.\n\n         9.       DUTIES OF LICENSEE.\n\n                  9.1   MARKETING. As a material term of this Agreement, \nLicensee shall use its best efforts to market, promote and commercially exploit\nthe Local Service in the Territory.\n\n                  9.2   TRAFFIC REPORTS.\n\n\n                                      -6-\n\n\n\n\n                  (a)   Commencing on the fifth business day of the month  \nimmediately following the month in which operation of the Local Service is\ntransferred by Tripod to Licensee pursuant to Section 6.3, and continuing on the\nfifth business day of each month thereafter during the term of this Agreement,\nLicensee shall provide to Tripod via electronic mail a file, in standard common\nlog file format, containing a complete and detailed record for the prior month\nof (a) user accesses (click stream data) to the Licensed Software, (b) the total\nnumber of advertising impressions possible, (c) advertising impressions filled\nexpressed as a percentage of advertising impressions possible, and (d) the\nnumber of specific advertisements placed by each advertiser, indicating whether\nsuch advertisements are rotational, static or keyword based.\n\n                  (b)   Commencing on the second business day of the week  \nimmediately following the week in which the operation of the Local Service is\ntransferred by Tripod to Licensee pursuant to Section 6.3, and continuing on the\nsecond business day of each week thereafter during the term of this Agreement,\nLicensee shall provide to Tripod via electronic mail a report summarizing the\nprevious week's daily traffic to the Local Site.\n\n                  9.3   COMPLIANCE WITH LAW. Licensee shall operate and maintain\nthe Local Service in compliance with all applicable laws, rules and regulations\nof any relevant Regulatory Body.\n\n                  9.4   STANDARD OF OPERATION. Licensee shall operate and \nmaintain the Local Service in a manner which is consistent with the quality\nstandards of Tripod and which meets or exceeds the response performance\nstandards of the Tripod Service.\n\n                  9.5   TRIPOD APPROVAL OF SAMPLE MATERIALS. Tripod shall have \nthe right to approve, prior to distribution, samples of all hard copy\nadvertising and promotional materials developed by Licensee and using any of the\nLicensed Marks. Licensee shall submit each such sample to Tripod for approval,\nand, in the event Tripod fails to disapprove any such sample within fifteen (15)\ndays after submission, such sample shall be deemed approved.\n\n                  9.6   NON-COMPETITION. For so long as this Agreement remains \nin effect, Licensee shall not, directly or indirectly, alone or in combination\nwith others, purchase, establish, maintain, invest in or otherwise promote, or\nagree to purchase, establish, maintain, invest in or otherwise promote, any\ncommunity web site service, except that the foregoing restriction shall not\napply to passive portfolio investments in an entity not in excess of five\npercent (5%) of the total equity of such entity and, prior to any termination of\nthis Agreement, the foregoing restriction shall not apply to the Local Service.\n\n                  9.7   PRIVACY POLICY. Licensee agrees to implement a privacy\npolicy consistent with that utilized by Tripod in connection with the Tripod\nService, with such modifications as may be required by applicable law.\n\n\n                                      -7-\n\n\n\n\n         10.      [A CONFIDENTIAL PORTION OF THE MATERIAL HAS OMITTED AND FILED\nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]\n\n         11.      RIGHTS IN INTELLECTUAL PROPERTY.\n\n                  11.1  RESERVATION OF RIGHTS. Except as otherwise expressly set\nforth in Section 2.1, no right, title or interest in or to the Licensed\nSoftware, the Licensed Technology, the Licensed Marks, the Licensed Property,\nthe Tripod Enhancements, the Local Service or the domain name\n\"www.tripod.co.kr,\" or in or to any other intellectual property, shall pass to\nLicensee under this Agreement.\n\n                  11.2  TRIPOD ENHANCEMENTS. All ownership and other rights in\nand to the Tripod Enhancements shall vest in and inure to the benefit of Tripod.\nUpon request, Licensee shall execute all such documents, including without\nlimitation documents of assignment, and take all such steps and render all such\nassistance as may be necessary to assure to Tripod its rights under this Section\n11.2.\n\n                  11.3 JOINT ENHANCEMENTS. All ownership and other rights in and\nto Joint Enhancements shall vest in and inure to the benefit of Tripod and\nLicensee jointly. Each party shall have the right to use Joint Enhancements, but\nneither party shall have the right to license Joint Enhancements without the\nprior written consent of the other party.\n\n                  11.4  LICENSEE ENHANCEMENTS. All ownership and other rights in\nand to the Licensee Enhancements shall vest in and inure to the benefit of\nLicensee. Licensee hereby grants to Tripod a royalty-free, non-exclusive,\nworldwide (except for the Territory) license, with the right to sublicense, to\nuse the Licensee Enhancements in connection with the Tripod Service or\notherwise.\n\n                  11.5  NO REGISTRATION. Licensee shall not, in the Territory or\nin any other jurisdiction, make any registration or application with respect to\nany patents, trademarks, service marks, copyrights or other intellectual\nproperty owned or licensed by Tripod, including without limitation the Licensed\nMarks and the Licensed Property, or, except as otherwise expressly \n\n\n                                      -8-\n\n\n\n\ncontemplated in Section 3, with respect to any domain name which includes the\nword \"tripod,\" including without limitation the domain name \"www.tripod.co.kr\".\n\n                  11.6 BENEFIT. All use of the Licensed Marks and Licensed\nProperty shall inure to the benefit of Tripod, or, as applicable, its licensors.\n\n         12.      MARKING AND PROTECTION.\n\n                  12.1 MARKING OF MATERIALS. Licensee shall include appropriate\npatent, trademark and copyright markings and notations in the Local Service and\nin all marketing, advertising, promotional and other materials which use or\nrefer to the Licensed Marks or the Licensed Property.\n\n                  12.2 MARKING OF ENTRY SCREEN. The following statement shall\nappear on the entry screen of the Local Service, in a font no smaller than the\nfont for the main text used in the Local Service and otherwise in such manner as\nTripod may specify to Licensee from time to time:\n                           \"(C)199__. Tripod, Inc. All Rights Reserved.\"\n\n                  12.3 PROTECTION. Licensee shall at all times take such steps\nto protect the rights of Tripod in and to the Licensed Marks, the Licensed\nProperty, the Licensed Software, the Licensed Technology, the Tripod\nEnhancements and the Local Service as Licensee takes to protect its rights with\nrespect to its own intellectual property, and in any event shall use a\nreasonable degree of care to protect such rights of Tripod.\n\n         13.      WARRANTIES; DISCLAIMER; EXCLUSIVE REMEDY.\n\n                  13.1 LIMITED WARRANTY. TRIPOD WARRANTS THAT THE LICENSED\nSOFTWARE WILL FUNCTION IN SUBSTANTIALLY THE SAME MANNER AS THE TRIPOD SOFTWARE\nFUNCTIONS WHEN USED WITH THE TRIPOD SERVICE, AND THAT THE LOCAL SERVICE USING\nTHE LICENSED SOFTWARE WILL HAVE SUBSTANTIALLY THE SAME APPEARANCE (ALLOWING FOR\nDIFFERENCES ATTRIBUTABLE TO LANGUAGE, DIFFERENCES IN CONTENT AND LOCAL\nCUSTOMIZATION) AS THE TRIPOD SERVICE USING THE TRIPOD SOFTWARE.\n\n                  13.2 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION\n13.1, TRIPOD MAKES NO WARRANTIES OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED\nOR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF\nMERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, OR ANY WARRANTY\nREGARDING THE ACCURACY OR CONTENT OF ANY INFORMATION OBTAINED BY USING THE\nLICENSED SOFTWARE, ALL OF WHICH OTHER WARRANTIES ARE HEREBY EXPRESSLY\nDISCLAIMED.\n\n                  13.3 REMEDY. TRIPOD'S SOLE OBLIGATION AND LICENSEE'S SOLE\nREMEDY UNDER THE LIMITED WARRANTY SET FORTH IN SECTION 13.1 IS THAT TRIPOD SHALL\nUSE REASONABLE COMMERCIAL EFFORTS TO CORRECT ANY\n\n\n                                      -9-\n\n\n\n\nPROBLEMS WITH THE LICENSED SOFTWARE WHICH PREVENT THE LICENSED SOFTWARE FROM\nFUNCTIONING AS WARRANTED, OR WHICH CAUSE THE APPEARANCE OF THE LOCAL SERVICE TO\nBE OTHER THAN AS WARRANTED.\n\n                  13.4 EXCLUSIONS. THE LIMITED WARRANTY SET FORTH IN SECTION\n13.1 SHALL CEASE TO APPLY IN THE EVENT LICENSEE MAKES ANY MODIFICATION TO THE\nLICENSED SOFTWARE WITHOUT THE EXPRESS WRITTEN CONSENT OF TRIPOD.\n\n                  13.5 WARRANTY PERIOD. THE LIMITED WARRANTY SET FORTH IN\nSECTION 13.5 SHALL APPLY DURING THE SIXTY (60) DAY PERIOD COMMENCING FROM THE\nDATE OF THE COMMERCIAL LAUNCH OF THE LOCAL SERVICE, AND SHALL APPLY DURING THE\nSIXTY (60) DAY PERIOD COMMENCING FROM THE DATE ON WHICH THE TRANSFER OF\nOPERATIONS CONTEMPLATED BY SECTION 6.3 IS COMPLETED. TRIPOD SHALL NOT HAVE ANY\nOBLIGATION OR LIABILITY UNDER SUCH LIMITED WARRANTY, EXCEPT AS TO CLAIMS ARISING\nDURING EITHER SIXTY (60) DAY PERIOD REFERRED TO ABOVE IN THIS SECTION 13.5 AND\nAS TO WHICH TRIPOD HAS RECEIVED PROMPT WRITTEN NOTICE.\n\n                  13.6 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE TO\nTHE OTHER FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT\nLIMITATION LOST PROFITS. LICENSEE AGREES THAT TRIPOD'S MAXIMUM LIABILITY TO\nLICENSEE UNDER THIS AGREEMENT, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE,\nSTRICT LIABILITY OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE SUM OF FIVE\nHUNDRED THOUSAND U.S. DOLLARS (U.S.$ 500,000).\n\n         14.      INFRINGEMENT.\n\n                  14.1 INFRINGEMENT. In the event the use of the Licensed\nSoftware by Licensee or any user of the Local Service is alleged or determined\nto infringe on the rights of any third party, Tripod shall, at its own expense\nand in its sole discretion, (a) procure for Licensee and users of the Local\nService the right to continue such use, (b) replace the Licensed Software with\nnon-infringing software or modify the Licensed Software to make it\nnon-infringing, or (c) if neither of the remedies described in (a) and (b) are\ncommercially reasonable, terminate this Agreement and accept the return of the\nLicensed Software.\n\n                  14.2 INDEMNIFICATION. Tripod shall defend (or settle),\nindemnify and hold Licensee harmless from and against any claim, liability,\ndamage, cost or expense (including reasonable attorneys' fees) arising out of\nany actual or alleged infringement by the Licensed Software on the rights of\nthird parties. In connection with any such defense (or settlement), Tripod shall\nhave the right, in its sole discretion, to select counsel of its own choosing.\nUpon designation of such counsel by Tripod, Licensee may, in its sole discretion\nand at its sole cost and expense, choose to be\n\n\n                                      -10-\n\n\n\n\nrepresented by its own counsel. In any event, Tripod and Licensee shall\ncooperate in any such defense (or settlement).\n\n                  14.3 LIMITATION. Tripod shall not have any obligation or\nliability to Licensee under Section 14.1 or Section 14.2 with respect to any\nLicensed Software which has been modified by Licensee without the express\nwritten consent of Tripod, or with respect to any claim or matter as to which\nLicensee fails to give written notice to Tripod within fifteen (15) days after\nLicensee receives notice or otherwise becomes aware of such claim or matter.\n\n                  14.4 DISCLAIMER. Tripod shall have no obligations or\nliabilities under this Agreement with respect to any claims, liabilities,\ndamages, costs or expenses, by reason of actual or alleged infringement on the\nrights of third parties or otherwise, which arise out of any use of the Licensed\nMarks by Licensee or any users of the Local Service.\n\n         15.      CONFIDENTIALITY.\n\n                  15.1 CONFIDENTIALITY. For so long as this Agreement remains in\neffect and for a period of three (3) years after any expiration or termination\nof this Agreement, each party shall keep strictly confidential, and shall not\ndisclose, any confidential information of the other party received under or in\nconnection with this Agreement, including without limitation any information,\nwritten or oral, relating to customers, costs, profits, markets, sales,\nproducts, product development, key personnel, pricing policies, operational\nmethods, technology, know-how, technical processes, formulae or plans for future\ndevelopment; provided, however, that confidential information shall not include,\nand the disclosure restrictions of this Section 15.1 shall not apply to, any\ninformation received from the other party which:\n\n                       (a) was already known to the recipient at the time of\n                           receipt;\n\n                       (b) was at the time of receipt, or thereafter becomes,\n                           freely and generally available to the public through\n                           no wrongful act of the recipient;\n\n                       (c) is rightfully received by the recipient from a third\n                           party legally entitled to disclose such information\n                           free of confidentiality restrictions;\n\n                       (d) is disclosed by the recipient pursuant to the order\n                           of any court or in connection with any legal\n                           proceeding commenced by or against the recipient,\n                           provided that prior to any such disclosure the\n                           recipient shall give the other party a reasonable\n                           opportunity to seek a protective order with respect\n                           to any such disclosure; or\n\n                       (e) is disclosed by the recipient, or any Affiliate of\n                           the recipient, as required under any applicable\n                           securities laws\n\n\n                                      -11-\n\n\n\n\nUpon the expiration or termination of this Agreement, each party shall either\ndestroy or return to the other party all memoranda, notes, records, reports and\nother documents (including all copies thereof) containing any confidential\ninformation of such other party and in such party's possession or under its\ncontrol at the time of such expiration or termination, and shall give written\ncertification of compliance with this paragraph to the other party.\n\n                  15.2 PRESS RELEASES AND ANNOUNCEMENTS.. Neither party shall\nissue any press releases or public announcements relating to this Agreement, the\ntransactions contemplated by this Agreement or the business of Licensee without\nthe prior written approval of the other party, which approval shall not be\nunreasonably withheld or delayed, except that each party shall be permitted to\nissue any press releases or publicity statements (whether or not approved by the\nother party) to the extent required by any applicable securities laws, and\nTripod shall have the right to issue press releases and make public\nannouncements relating to its products, services and plans.\n\n         16.      TERM AND TERMINATION.\n\n                  16.1 TERM. The term of this Agreement shall commence from the\nEffective Date and continue until the sooner of (a) the date on which the\nparties hereto mutually agree to terminate this Agreement; (b) the date on which\nthis Agreement is terminated pursuant to the Joint Venture Agreement dated as of\nMarch __, 1999 between Lycos, Inc. and Mirae Corporation, the provisions of\nwhich for the termination of this Agreement are hereby agreed to by Tripod and\nLicensee; (c) the date on which any bankruptcy or insolvency proceeding is\ncommenced by or against Licensee; (d) the date on which Licensee ceases to\ntransact business for a period of not less than thirty (30) consecutive days; or\n(e) the date on which Licensee ceases its corporate existence (by dissolution or\notherwise).\n\n                  16.2 TERMINATION FOR BREACH. Either party may terminate this\nAgreement in the event the other party breaches this Agreement and such breach,\nif susceptible of cure, remains uncured for thirty (30) days after such party\ngives written notice of such breach to such other party.\n\n                  16.3 EFFECT OF TERMINATION. The expiration or termination of\nthis Agreement shall not affect any payment obligations of either party to the\nother accrued or otherwise existing as of the date of such expiration or\ntermination. Upon the expiration or termination of this Agreement for any\nreason, all of the rights and licenses granted under Section 2.1 shall\nterminate, and Licensee shall immediately (a) cease any use of the Licensed\nMarks, the Licensed Property, the Licensed Software, the Licensed Technology and\nthe Tripod Enhancements, (b) either return to Tripod or destroy all embodiments\nthereof, and (c) certify to Tripod in writing that Licensee has complied with\nthe requirements of clauses (a) and (b) of this Section 16.3.\n\n                  16.4 SURVIVAL. The provisions of Sections 9.6, 11 and 15 shall\nsurvive any expiration or termination of this Agreement.\n\n         17.      MISCELLANEOUS.\n\n\n                                      -12-\n\n\n\n\n                  17.1 COSTS. Except as may be otherwise expressly provided in\nthis Agreement, each party shall bear its own costs and expenses in carrying out\nits obligations under this Agreement.\n\n                  17.2 LATE PAYMENTS. All amounts payable by either party to the\nother party under this Agreement shall be due and payable within thirty (30)\ndays of the date of invoice. If any payment is not received within thirty (30)\ndays of the date of invoice, interest will be imposed on such amount from the\ndate due until paid in full at a rate of interest per annum equal to the rate\nannounced from time to time by the Chase Manhattan Bank as its prime or\nreference rate, plus five percent (5%).\n\n                  17.3 NOTICES. Any notice, request, demand, approval or consent\nrequired or permitted under this Agreement shall be in writing and shall be\neffective upon actual receipt when delivered by (a) registered mail, postage\nprepaid, return receipt requested, (b) personal delivery, (c) an overnight\ncourier of recognized reputation (such as DHL or Federal Express), or (d)\ntransmission by facsimile (with confirmation by mail), in each case addressed as\nfollows:\n\n                  If to Tripod:             Tripod, Inc.\n                                            ------------------------------------\n                                            ------------------------------------\n                                            Attention: General Counsel\n                                            Telephone:\n                                                       -------------------------\n                                            Facsimile:\n                                                      --------------------------\n\n                  With a copy to:           Coudert Brothers\n                                            1055 West 7th Street, 20th Floor\n                                            Los Angeles, CA 90017\n                                            Attention: Richard G. Wallace\n                                            Telephone: (213) 688-9088\n                                            Facsimile: (213) 689-4467\n\n                  If to Licensee:           Lycos Korea, Inc.\n                                            c\/o Mirae Corporation\n                                            #1309, Korea Stock Exchange,\n                                            Annex Bldg.,\n                                            33, Yoidodong, Youngdungpo-gu\n                                            Seoul, Korea 150-010\n                                            Attention:        Kyung Dal Cho\n                                            Telephone:        82-2-783-0059\n                                            Facsimile:        82-2-783-0057\n\nEither party may change its address or facsimile number for notice purposes by\nnotice given to the other party in accordance with this Section 17.3.\n\n\n                                      -13-\n\n\n\n\n                  17.4 ASSIGNMENT. Neither party's rights, duties or\nresponsibilities under this Agreement may be assigned, delegated or otherwise\ntransferred in any manner, without the prior written consent of the other party.\nNotwithstanding the foregoing, no such consent shall be required in connection\nwith the assignment, delegation or other transfer of any such rights, duties or\nresponsibilities (a) by Tripod to an Affiliate, or (b) in connection with any\ntransaction, regardless of its form, in which all or substantially all of the\nassets of Tripod are acquired.\n\n                  17.5 ENTIRE AGREEMENT. This Agreement, including the exhibits\nreferred to herein, which are hereby incorporated in and made a part of this\nAgreement, constitutes the entire contract between the parties with respect to\nthe subject matter covered by this Agreement. This Agreement supersedes all\nprevious letters of intent, agreements and understandings, if any, by and\nbetween the parties with respect to the subject matter covered by this\nAgreement. This Agreement may not be amended, changed or modified except by a\nwriting duly executed by the parties hereto.\n\n                  17.6 SEVERABILITY. If any provision of this Agreement is held\nby a court of competent jurisdiction to be unenforceable, invalid or void in any\nrespect, no other provision of this Agreement shall be affected thereby, all\nother provisions of this Agreement shall nevertheless be carried into effect and\nthe parties shall amend this Agreement to modify the unenforceable, invalid or\nvoid provision to give effect to the intentions of the parties to the extent\npossible in a manner which is valid and enforceable.\n\n                  17.7 REMEDIES AND WAIVERS. All rights and remedies of the\nparties are separate and cumulative, and no one of them, whether exercised or\nnot, shall be deemed to be to the exclusion of or to limit or prejudice any\nother rights or remedies which the parties may have. The parties shall not be\ndeemed to waive any of their rights or remedies under this Agreement, unless\nsuch waiver is in writing and signed by the party to be bound. No delay or\nomission on the part of either party in exercising any right or remedy shall\noperate as a waiver of such right or remedy or any other right or remedy. A\nwaiver on any one occasion shall not be construed as a bar to or waiver of any\nright or remedy on any future occasion.\n\n                  17.8 ARBITRATION. In the event any dispute arises between the\nparties with respect to any matter arising out of or relating to this Agreement\nwhich cannot be amicably resolved, such dispute shall be submitted to the\nInternational Chamber of Commerce for binding arbitration in accordance with the\ncommercial arbitration rules of the International Chamber of Commerce as then in\neffect. The arbitration shall be conducted in the English language, and shall be\nheld in London, England. Any arbitration award rendered in any such arbitration\nproceeding may be entered in and enforced by any court of competent\njurisdiction. Nothing contained in this Section 17.8 shall prevent or be\nconstrued to prevent either party from seeking a temporary restraining order or\na preliminary or permanent injunction or any other form of interim, provisional\nor equitable relief in any court of competent jurisdiction.\n\n                  17.9 GOVERNING LAW. This Agreement shall be governed by, and\ninterpreted in accordance with, the laws (other than that body of law relating\nto conflicts of law) of Massachusetts,\n\n\n                                      -14-\n\n\n\n\nUnited States of America. Licensee hereby consents to the non-exclusive\njurisdiction of the federal and state courts located in Massachusetts, United\nStates of America, and waives all objections to the laying of venue in\nMassachusetts, including without limitation any objection based on inconvenient\nforum. Licensee further consents to the service of process by mail or by any\nother means permitted by Massachusetts law.\n\n                  17.10 ATTORNEYS' FEES. In the event any action or proceeding\nis initiated for any breach of or default in any of the terms or conditions of\nthis Agreement, then the party in whose favor judgment shall be entered or an\narbitration award shall be made, shall be entitled to have and recover from the\nother party all costs and expenses (including attorneys' fees) incurred in such\naction or proceeding and any appeal therefrom.\n\n                  17.11 HEADINGS. The headings contained in this Agreement are\nfor convenience only and are not a part of this Agreement, and do not in any way\ninterpret, limit or amplify the scope, extent or intent of this Agreement, or\nany of the provisions of this Agreement.\n\n                  17.12 COUNTERPARTS AND FACSIMILE. This Agreement may be\nexecuted in counterparts, each of which shall constitute an original, but all of\nwhich together shall constitute one and the same agreement. Transmission of\nfacsimile copies of signed original signature pages of this Agreement shall have\nthe same effect as delivery of the signed originals.\n\n                  17.13 TRANSLATION. For the convenience of the parties, one or\nmore Korean translations of this Agreement may be prepared. Notwithstanding the\npreparation or existence of any such Korean translations, the English language\nversion of this Agreement shall be controlling.\n\n                  17.14 THIRD PARTY BENEFICIARY. This Agreement is not intended\nto and does not confer any rights on any third party, and no such third party\nshall be a third party beneficiary under or in respect of this Agreement.\n\n                  17.15 BINDING EFFECT. Subject to Section 17.4, this Agreement\nshall be binding upon and shall inure to the benefit of the parties and their\nrespective successors and assigns.\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n                                    TRIPOD, INC.,\n                                    a corporation organized under the laws of\n                                    Delaware, USA\n\n                                    By:\n                                       -----------------------------------------\n                                    Its:\n                                        ----------------------------------------\n\n                                    LYCOS KOREA, INC.\n\n\n                                      -15-\n\n\n\n\n                                    a CHUSIK HOESA organized under the laws of\n                                    the Republic of Korea\n\n                                    By:\n                                       -----------------------------------------\n                                    Its:\n                                        ----------------------------------------\n\n\n                                      -16-\n\n\n\n\n                                    EXHIBITS\n\n\n         Exhibit A:        Tripod Software\n         Exhibit B:        Licensed Marks and Licensed Property\n\n\n\n\n\n\n\n\n                                  EXHIBIT A\n\nTripod Software\n---------------\n\n1.    Tripod Web server extensions and customizations, including advertising \n      support code (to the extent owned exclusively by Lycos).\n2.    Tripod Homepage Builder and Homepage Studio.\n3.    Tripod Authentication Server.\n4.    Tripod Counter Server.\n5.    Tripod FTP Server.\n6.    Pod Software and Pod Administration Tools.\n7.    Membership Registration, Log-in, Change Member Data.\n8.    Tripod Guestbook, Mailto, Tripod Chat, Tripod Message Boards.\n9.    Perl Object Hierarchy.\n10.   Membership Tools.\n\nThe Tripod Software does not include any third-party software or technology \nutilized by Tripod in connection with the Tripod Services to the extent that \nTripod does not have the right to sublicense such third-party software or \ntechnology on a royalty-free basis.\n\n\n\n\n                                  EXHIBIT B\n\n\nLicensed Marks\n--------------\n\n1.    Lycos name and logo.\n2.    WiseWire name and logo.\n\n\nLicensed Property\n-----------------\n\nPatents--None\n\n\n\n\n\n                                                                  EXHIBIT 10.28\n\n                                   EXHIBIT C\n                              SHAREHOLDER AGREEMENT\n\n         THIS SHAREHOLDER AGREEMENT is made and entered into as of __________,\n1999 by and between LYCOS, INC. (\"Lycos\"), a corporation organized under the\nlaws of the State of Delaware, United States of America, and MIRAE CORPORATION,\na CHUSIK HOESA organized under the laws of the Republic of Korea (\"Mirae\").\nLycos and Mirae are sometimes referred to individually herein as a \"Shareholder\"\nand collectively as the\"Shareholders.\"\n\n                                    RECITALS\n\n         A. The Shareholders are parties to a Joint Venture Agreement dated as\nof March __, 1999 (the \"Joint Venture Agreement\") relating to the establishment\nof Lycos Korea, Inc., a CHUSIK HOESA organized under the laws of the Republic of\nKorea (the \"Company\").\n\n         B. [***]\n\n         NOW, THEREFORE, the parties to this Agreement hereby agree as follows:\n\n         1. VOTING AND MANAGEMENT.\n\n                  1.1 ELECTION OF DIRECTORS AND STATUTORY AUDITOR. Each\nShareholder hereby agrees that, for so long as this Agreement is in effect, such\nShareholder shall vote (or cause to be voted) the shares of Stock owned\nbeneficially or of record by such Shareholder and take all other actions\nnecessary to insure that one half of the directors of the Company shall be as\ndesignated by Lycos and one half of the directors of the Company shall be as\ndesignated by Mirae, the Representative Director of the Company shall be as\ndesignated by Mirae and the Statutory Auditor of the Company shall be as\ndesignated by Lycos.\n\n                  1.2 REMOVAL. Any director elected as a Lycos designee may only\nbe removed with the consent of Lycos, any director (including the Representative\nDirector) elected as a Mirae designee may be only be removed with the consent of\nMirae, and the Statutory Auditor may only be removed with the consent of Lycos.\n\n                  1.3 VOTING REQUIREMENTS. Except as may be otherwise provided\nin the Articles of Incorporation of the Company or required by applicable law,\nand subject to Section 1.4, the required vote for any approval by the\nshareholders of the Company shall be a majority of the shares represented and\nentitled to vote at a duly constituted meeting of shareholders at which a quorum\nis present, and the required vote for any approval by the board of directors of\nthe Company shall be a majority of the directors present at a duly constituted\nmeeting of the board of directors at which a quorum is present.\n\n\n*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED \nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n\n                  1.4 MAJOR MATTERS. Notwithstanding Section 1.3, any provision\nof the Articles of Incorporation of the Company, or any provision of applicable\nlaw, the parties agree that all of the following matters shall require the\nwritten approval of both Lycos and Mirae, which approval may be evidenced by\nunanimous approval of the board of directors of the Company or in any other\nmanner:\n\n                      (a) amendment or repeal of the Articles of Incorporation;\n\n                      (b) liquidation, winding-up, dissolution or commencement\nof any bankruptcy or other similar proceeding;\n\n                      (c) merger, consolidation, reorganization,\nrecapitalization, and the like;\n\n                      (d) sale of all or substantially all of the assets of the\nCompany, or the sale of any assets individually or in the aggregate exceeding\n75,000,000 in amount;\n\n                      (e) issuance, redemption, repurchase or retirement of any\nsecurities (including any option, warrant or right to acquire any securities or\nany instrument convertible into securities);\n\n                      (f) increase or decrease of authorized capital;\n\n                      (g) approval of annual financial statements;\n\n                      (h) approval of annual business plan (including annual\nbudget and marketing plans, distribution plans and pricing policies), and any\nmajor modifications to or departures from the approved annual business plan;\n\n                      (i) declaration of dividends;\n\n                      (j) acquisition or disposition of an interest in any other\ncorporation or entity, including the incorporation of any subsidiary;\n\n                      (k) guaranty of third party indebtedness;\n\n                      (l) the borrowing of any funds, except for any funds\nadvanced to the Company by Mirae pursuant to Section 4 of the Joint Venture\nAgreement or the loan agreement executed pursuant thereto (the \"Loan\nAgreement\"), and except for any funds borrowed in the ordinary course of\nbusiness and individually or in the aggregate not exceeding 75,000,000;\n\n                      (m) the sale, transfer (other than by sublicense as\npermitted under the License Agreement), or encumbrance of any interest in\nintellectual property rights, and the selection\n\n\n                                      -2-\n\n\nor designation of sublicensees to which sublicenses will be granted pursuant to\nthe License Agreement;\n\n                      (n) any changes or modifications by the Company of or to\nany of the technology licensed to the Company by Lycos, except as expressly\npermitted by and made in accordance with the License Agreement;\n\n                      (o) any material transaction between the Company and any\nof its shareholders (other than pursuant to the License Agreement or the Loan\nAgreement);\n\n                      (p) any material transaction by which the Company incurs\nor undertakes any financial obligation in excess of 75,000,000; or\n\n                      (q) removal of the President, any Vice President, any\nTreasurer or Finance Director, or any Senior Manager.\n\n                  1.5 APPLICABLE LEGAL REQUIREMENTS. Nothing contained in\nSection 1.4 relieves the Company or the Shareholders from compliance with\napplicable law as to requirements for shareholder or board approvals with\nrespect to any of the matters set forth in Section 1.4.\n\n                  1.6 VOTING. The Shareholders shall exercise their voting\nrights and powers as shareholders of the Company, and shall otherwise cooperate,\nto fully effect the purposes and implement the provisions of this Agreement.\n\n                  1.7 MINUTES OF DIRECTORS MEETINGS. Minutes of meetings of the\nBoard of Directors of the Company, including records of all resolutions adopted\nand all actions taken by the Board of Directors of the Company, shall be\nprepared in both Korean and English, and, as between the parties to this\nAgreement, in the event of any inconsistency between the Korean version and the\nEnglish version of such minutes and records, the English version of such minutes\nand records shall prevail and be given effect.\n\n                  1.8 MINUTES OF SHAREHOLDERS MEETINGS. Minutes of meetings of\nthe shareholders of the Company, including records of all resolutions adopted\nand all actions taken by the shareholders of the Company, shall be prepared in\nboth Korean and English, and, as between the parties to this Agreement, in the\nevent of any inconsistency between the Korean version and the English version of\nsuch minutes and records, the English version of such minutes and records shall\nprevail and be given effect.\n\n         2. RESTRICTIONS ON TRANSFER. Neither Shareholder may voluntarily \ntransfer, sell, assign, pledge, hypothecate, encumber or otherwise dispose of \nany or all of the Stock now owned or hereafter acquired by such Shareholder \nwithout the approval of the Board of Directors of the Company with respect to \nthe identity of the transferee as required by the Articles of Incorporation   \n\n                                    -3-\n \n\nof the Company. Any offer to transfer, or any attempted or purported \ntransfer, of any Stock in violation of this Section 2 shall be null and void.\n\n         3. TRANSFERS SUBJECT TO RIGHT OF FIRST REFUSAL.\n\n                  3.1 GENERAL. Except as otherwise provided in Section 3.7, any\ntransfer, sale, assignment or other disposition (collectively, a \"Transfer\") of\nany Stock by a Shareholder shall be subject to the rights of first refusal set\nforth in this Section 3.\n\n                  3.2 NOTICE AND OFFER TO SELL. In the event a Shareholder (the\n\"Offering Shareholder\") desires to make a Transfer of all or any portion of the\nOffering Shareholder's Stock, the Offering Shareholder shall give to the other\nShareholder (the \"Offeree Shareholder\") a written notice (\"Offeror Notice\") of\nthe Offering Shareholder's intention to make such Transfer, which Offeror Notice\nshall set forth all of the terms and conditions of the proposed Transfer,\nincluding without limitation (a) the name, identity and address of the proposed\ntransferee (the \"Proposed Transferee\"), (b) the number of shares of Stock to be\nTransferred (the \"Offered Shares\") and (c) the consideration for the Transfer.\nThe Offeror Notice shall contain an offer to make a Transfer of the Offered\nShares to the Offeree Shareholder on the terms and conditions of the proposed\nTransfer described in the Offeror Notice and in accordance with the terms and\nconditions of this Agreement.\n\n                  3.3 OFFEREE NOTICE. Within thirty (30) days after the Offeror\nNotice is duly given, the Offeree Shareholder shall give written notice\n(\"Offeree Notice\") to the Offering Shareholder specifying whether the Offeree\nShareholder wishes to acquire all (but not less than all) of the Offered Shares\nupon the terms and conditions of the proposed Transfer set forth in the Offeror\nNotice. For the purpose of this Section 3.3, if the Offeree Shareholder does not\ndeliver an Offeree Notice within the time required by this Section 3.3, or\ndelivers an Offeree Notice specifying a desire to purchase less than all of the\nOffered Shares, the Offeree Shareholder shall be deemed to have provided an\nOfferee Notice on the last day on which an Offeree Notice may be provided\nspecifying no interest in acquiring any of the Offered Shares.\n\n                  3.4 TRANSFER BY OFFERING SHAREHOLDER. Unless an Offeree Notice\nspecifying a desire to purchase all of the Offered Shares is timely received,\nthen, subject to Section 3.6 below, the Offering Shareholder shall be permitted,\nfor a period of thirty (30) days from receipt of the Offeree Notice, to make a\nTransfer of all such Offered Shares to the Proposed Transferee on the terms and\nconditions set forth in the Offeror Notice. If the Offering Shareholder does not\nmake such Transfer of the Offered Shares within such thirty (30) day period,\nthen any subsequent proposed Transfer of the Offered Shares shall again be\nsubject to all of the terms and provisions of this Section 3.\n\n                  3.5 ACQUISITION AND TRANSFER. The closing of any acquisition\nof Offered Shares by any Shareholder under this Agreement shall take place,\nnotwithstanding any contrary provisions in an Offeror's Notice, within thirty\n(30) days from receipt of the Offeree Notice, unless another date is mutually\nagreed upon by the parties participating in the closing. At the closing of any\nTransfer\n\n\n                                      -4-\n\n\nof Offered Shares under this Section 3.5, the Offering Shareholder shall deliver\nto the Offeree Shareholder, a certificate or certificates representing the\nOffered Shares being acquired, duly endorsed, or accompanied by assignments\nseparate from certificate, and in proper form and order for transfer, against\nreceipt of the consideration, and the Offeree Shareholder shall take all\nactions, including, without limitation, the filing of reports with any\ngovernmental authority, and execute and deliver to the Offering Shareholder all\ninstruments and documents, as may be necessary or desirable to consummate the\nacquisition and Transfer of the Offered Shares in compliance with all applicable\nlaws and regulations.\n\n                  3.6 OBLIGATIONS OF TRANSFEREES. Each transferee and each\nsubsequent transferee of any shares of Stock, or of any interest in such shares\nof Stock, shall hold such shares of Stock or interest therein subject to all of\nthe provisions of this Agreement, and such transferee shall, to evidence such\ntransferee's intention and agreement to assume all of the obligations of the\ntransferor under this Agreement and to be bound by all of the provisions of this\nAgreement, execute the original or a counterpart of this Agreement upon\nacquisition of such shares of Stock or any interest therein and deliver the\noriginal or a counterpart of this Agreement to the Company.\n\n                  3.7 TRANSFERS TO AFFILIATES. The provisions of this Section 3\n(other than Section 3.6) shall not apply to any Transfer of shares of Stock by a\nShareholder to any corporation which directly or indirectly controls, is\ncontrolled by or is under common control with such Shareholder, where such\ncontrol is exercised through ownership of more than fifty percent (50%) of the\nrelevant voting power.\n\n                  3.8 OBLIGATIONS OF COMPANY. The Company shall not be required\n(a) to transfer on its books any shares of Stock that have been sold or\notherwise transferred in violation of any of the provisions of this Agreement,\nor (b) to treat any purported transferee of such shares of Stock as the owner\nthereof or to accord to such purported transferee the right to vote such shares\nof Stock as the holder thereof or to receive dividends thereon.\n\n         4. REPRESENTATIONS AND WARRANTIES. Each Shareholder represents and\nwarrants to the other Shareholder that (a) such Shareholder has taken all\nrequisite corporate action to authorize and approve the execution, delivery and\nperformance of this Agreement by such Shareholder, (b) this Agreement has been\nduly executed and delivered by such Shareholder, and constitutes the legal,\nvalid and binding obligations of such Shareholder, enforceable against such\nShareholder in accordance with its terms, and (c) the execution, delivery and\nperformance of this Agreement by such Shareholder will not (i) violate any\nprovision of the charter documents of such Shareholder, (ii) violate, conflict\nwith or result in (or with notice or lapse of time or both result in) a breach\nof or default under any term or provision of any contract or agreement to which\nsuch Shareholder is a party or by which such Shareholder or any of its assets or\nproperties is or may be bound, or (iii) violate any order, judgment, injunction,\naward or decree of any court or arbitration body, or any governmental,\nadministrative or regulatory authority, by which such Shareholder or any of its\nassets or properties is or may be bound.\n\n\n                                      -5-\n\n\n         5. TERMINATION. This Agreement shall terminate upon the occurrence of\nany of the following events:\n\n                      (a) the voluntary written agreement of all of the\nShareholders (or, as applicable, their successors in interest) to terminate this\nAgreement;\n\n                      (b) the dissolution, bankruptcy or insolvency of the\nCompany;\n\n                      (c) the sale of all or substantially all of the Company's\nassets other than in the ordinary course of business;\n\n                      (d) the acquisition of the Company by another entity by\nmeans of merger or consolidation resulting in the exchange of any Stock for\nsecurities issued, or caused to be issued, by the acquiring entity;\n\n                      (e) termination pursuant to the applicable provisions of\nthe Joint Venture Agreement; or\n\n                      (f) at such time as only one Shareholder remains.\n\n         6. MISCELLANEOUS.\n\n                  6.1 EFFECTIVE DATE.  This Agreement shall be effective as of\nthe date hereof.\n\n                  6.2 NOTICES. Any notice, request, demand, approval or consent\nrequired or permitted under this Agreement shall be in writing and shall be\neffective upon actual receipt when delivered by (a) registered mail, postage\nprepaid, return receipt requested, (b) personal delivery, (c) an overnight\ncourier of recognized reputation (such as DHL or Federal Express), or (d)\ntransmission by facsimile (with confirmation by mail), in each case addressed as\nfollows:\n\n                       If to Lycos:     Lycos, Inc.\n                                        400-2 Totten Pond Road\n                                        Waltham, MA 02154\n                                        Attention:  General Counsel\n                                        Telephone:  (781) 370-2700\n                                        Facsimile:  (781) 370-2600\n\n                       With a copy to:  Coudert Brothers\n                                        1055 West 7th Street, 20th Floor\n                                        Los Angeles, CA 90017\n                                        Attention:  Richard G. Wallace\n                                        Telephone:  (213) 688-9088\n                                        Facsimile:  (213) 689-4467\n\n\n                                      -6-\n\n\n                       If to Mirae:    Mirae Corporation\n                                       #1309, Korea Stock Exchange, Annex Bldg.,\n                                       33, Yoidodong, Youngdungpo-gu\n                                       Seoul, Korea 150-010\n                                       Attention:  Kyung Dal Cho\n                                       Telephone:  82-2-783-0059\n                                       Facsimile:  82-2-783-0057\n\nEither party may change its address or facsimile number for notice purposes by\nnotice given to the other party in accordance with this Section 6.2.\n\n                  6.3 ASSIGNMENT. No party's rights, duties or responsibilities\nunder this Agreement may be assigned, delegated or otherwise transferred in any\nmanner, without the prior written consent of the other parties, except that no\nsuch consent shall be required in connection with the assignment, delegation or\nother transfer of any such rights, duties or responsibilities by a party to any\naffiliate which directly or indirectly controls, is controlled by or is under\ncommon control with such party, where such control is by more than 50% of the\nrelevant voting power.\n\n                  6.4 ENTIRE AGREEMENT. This Agreement constitutes the entire\ncontract between the parties with respect to the subject matter covered by this\nAgreement. This Agreement supersedes all previous representations, arrangements,\nagreements and understandings, if any, by and among the parties with respect to\nthe subject matter covered by this Agreement. This Agreement may not be amended,\nchanged or modified except by a writing duly executed by the parties hereto.\n\n                  6.5 SEVERABILITY. If any provision of this Agreement is held\nby a court of competent jurisdiction to be unenforceable, invalid or void in any\nrespect, no other provision of this Agreement shall be affected thereby, all\nother provisions of this Agreement shall nevertheless be carried into effect and\nthe parties shall amend this Agreement to modify the unenforceable, invalid or\nvoid provision to give effect to the intentions of the parties to the extent\npossible in a manner which is valid and enforceable.\n\n                  6.6 SPECIFIC PERFORMANCE. Each party hereto may obtain\nspecific performance to enforce its rights hereunder and each party acknowledges\nthat failure to fulfill such party's obligation to the other parties hereto\nwould result in irreparable harm.\n\n                  6.7 REMEDIES AND WAIVERS. All rights and remedies of the\nparties are separate and cumulative, and no one of them, whether exercised or\nnot, shall be deemed to be to the exclusion of or to limit or prejudice any\nother rights or remedies which the parties may have. The parties shall not be\ndeemed to waive any of their rights or remedies under this Agreement, unless\nsuch waiver is in writing and signed by the party to be bound. No delay or\nomission on the part of either party in exercising any right or remedy shall\noperate as a waiver of such right or remedy or any other right or remedy. A\nwaiver on any one occasion shall not be construed as a bar to or waiver of any\nright or remedy on any future occasion.\n\n\n                                      -7-\n\n\n                  6.8 ARBITRATION. In the event any dispute arises among the\nparties, or any of them, which cannot be amicably resolved, such dispute shall\nbe submitted to the International Chamber of Commerce for binding arbitration in\naccordance with the commercial arbitration rules of the International Chamber of\nCommerce as then in effect. The arbitration shall be conducted in the English\nlanguage, and shall be held in London, England. Any arbitration award rendered\nin any such arbitration proceeding may be entered in and enforced by any court\nof competent jurisdiction. Nothing contained in this Section 6.8 shall prevent\nor be construed to prevent either party from seeking a temporary restraining\norder or a preliminary or permanent injunction or any other form of interim,\nprovisional or equitable relief in any court of competent jurisdiction.\n\n                  6.9 GOVERNING LAW AND CONSENT TO JURISDICTION. This Agreement\nshall be governed by, and interpreted in accordance with, the laws (other than\nthat body of law relating to conflicts of law) of the Republic of Korea. Mirae\nhereby consents to the non-exclusive jurisdiction of the federal and state\ncourts located in Massachusetts, United States of America, and waives all\nobjections to the laying of venue in Massachusetts, including without limitation\nany objection based on inconvenient forum. Mirae further consents to the service\nof process by mail or by any other means permitted by Massachusetts law.\n\n                  6.10 ATTORNEYS' FEES. In the event any action or proceeding is\ninitiated for any breach of or default in any of the terms or conditions of this\nAgreement, then the party or parties in whose favor judgment shall be entered or\nan arbitration award shall be made, shall be entitled to have and recover from\nthe other parties all costs and expenses (including attorneys' fees) incurred in\nsuch action or proceeding and any appeal therefrom.\n\n                  6.11 HEADINGS. The headings contained in this Agreement are\nfor convenience only and are not a part of this Agreement, and do not in any way\ninterpret, limit or amplify the scope, extent or intent of this Agreement, or\nany of the provisions of this Agreement.\n\n                  6.12 COUNTERPARTS AND FACSIMILE. This Agreement may be\nexecuted in counterparts, each of which shall constitute an original, but all of\nwhich together shall constitute one and the same agreement. Transmission of\nfacsimile copies of signed original signature pages of this Agreement shall have\nthe same effect as delivery of the signed originals.\n\n                  6.13 TRANSLATION. For the convenience of the parties, one or\nmore Korean translations of this Agreement may be prepared. Notwithstanding the\npreparation or existence of any such Korean translations, the English language\nversion of this Agreement shall be controlling.\n\n                  6.14 THIRD PARTY BENEFICIARY. This Agreement is not intended\nto and does not confer any rights on any third party, and no third party shall\nbe a third party beneficiary under or in respect of this Agreement.\n\n\n                                      -8-\n\n\n                  6.15 BINDING EFFECT. Subject to Section 6.3, this Agreement\nshall be binding upon and shall inure to the benefit of the parties and their\nrespective successors and assigns.\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n                                    LYCOS, INC.,\n                                    a corporation organized under the laws of\n                                    Delaware, USA\n\n                                    By:\n                                       -----------------------------------------\n                                    Its:\n                                        ----------------------------------------\n\n                                    MIRAE CORPORATION,\n                                    a CHUSIK HOESA organized under the laws of\n                                    the Republic of Korea\n\n                                    By:\n                                       -----------------------------------------\n                                    Its:\n                                        ----------------------------------------\n\n\n\n                                      -9-\n\n\n                                  EXHIBIT D\n\n                                    [***]\n\n\n\n\n\n\n\n\n\n*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED \nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n\n\n\n                                  EXHIBIT E\n\n                         ADVERTISING RATES AND TERMS\n\n\nThe advertising rates and terms are to be agreed upon by Lycos and Mirae \nCorp. and will be attached to this Exhibit E.\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8096],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9617],"class_list":["post-42407","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-lycos-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__jv"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42407","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42407"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42407"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42407"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42407"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}