{"id":42409,"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-sumitomo-corp-and-internet.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-venture-agreement-lycos-inc-sumitomo-corp-and-internet","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-venture-agreement-lycos-inc-sumitomo-corp-and-internet.html","title":{"rendered":"Joint Venture Agreement &#8211; Lycos Inc., Sumitomo Corp. and Internet Initiative Japan Inc."},"content":{"rendered":"<pre>\n                             JOINT VENTURE AGREEMENT\n\n      THIS JOINT VENTURE AGREEMENT is made as of March 5, 1998 by and among\nLYCOS, INC. (\"Lycos\"), a corporation organized under the laws of the State of\nDelaware, United States of America, SUMITOMO CORP. (\"Sumitomo\"), a kabushiki\nkaisha organized under the laws of Japan, and INTERNET INITIATIVE JAPAN, INC.\n(\"IIJ\"), a kabushiki kaisha organized under the laws of Japan. Sumitomo and IIJ\nare sometimes referred to collectively as the \"Purchasers.\"\n\n                                    RECITALS\n\n      A. Lycos provides a World Wide Web search and navigation service which is\nsupported by advertising and electronic commerce. Lycos has exclusive worldwide\nrights to certain technology and knowhow used in providing such service. Lycos\nis interested in providing a comparable service, as culturally adapted and with\nsuitable local content, for the Japanese market, and is planning to establish a\nventure in Japan for that purpose.\n\n      B. Sumitomo and IIJ are interested in participating in the venture which\nLycos is planning to establish in Japan, and each has various knowledge,\nexperience and resources which would be of benefit to the venture.\n\n      NOW, THEREFORE, the parties to this Agreement hereby agree as follows:\n\n      1. Incorporation of Lycos K.K. As promptly as possible after the execution\nof this Agreement by all of the parties hereto, Lycos shall cause a kabushiki\nkaisha to be incorporated under the laws of Japan as a wholly owned Lycos\nsubsidiary (the \"Company\"). The Company shall be incorporated in compliance with\nthe following provisions:\n\n            1.1 Name. The name of the Company shall be \"Lycos Japan [in\nkatakana] Kabushiki Kaisha\" and in English shall be Lycos Japan K.K.\n\n            1.2 Authorized Shares. The Company shall be authorized to issue\n[***] shares of stock, all of which shares shall be of one class and shall have\na par value of [***] per share (collectively, the \"Stock\").\n\n            1.3 Capitalization. [***]\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            1.4 Initial Directors and Statutory Auditor. The directors and\nstatutory auditor of the Company shall be initially as follows:\n\n                Name                   Position\n                ----                   --------\n\n                Lyons Nominee          Representative Director\n                Edward M. Philip       Representative Director\n                Robert J. Davis        Director\n                Lycos Nominee          Statutory Auditor\n\n            1.5 Address of Registered Office. The address of the registered\noffice of the Company shall be initially as follows:\n\n                               Lycos Japan K.K.\n                               c\/o Sumitomo Corp.\n                               1-2-2 Hitotsubashi, Chiyoda-ku\n                               Tokyo, 100-8601, Japan\n\n            1.6 Fiscal Year. The fiscal year of the Company shall end on July\n31, and the initial fiscal year shall be the stub period from the date of\nincorporation of the Company through July 31, 1998.\n\n            1.7 Articles. The Articles of Incorporation of the Company shall be\nin the form of the attached Exhibit A.\n\n            1.8 Costs and Expenses.\n\n                  (a) The Company shall bear all costs and expenses directly\nrelating to the incorporation of the Company in Japan, including without\nlimitation registration fees payable to the Legal Affairs Bureau, notary fees,\nstamp duties and bank commissions payable in connection with the contribution of\ncapital, but excluding any attorneys' fees and costs. At the request of Lycos\nand to the extent such request is deemed reasonable by Sumitomo, Sumitomo shall\nadvance any expenses referred to in this paragraph (a) when and as required, and\nSumitomo shall be entitled to prompt reimbursement of such expenses by the\nCompany upon the completion of its incorporation.\n\n                  (b) Sumitomo shall reimburse Lycos for fifty percent (50%) of\nthe actual out-of-pocket costs and expenses reasonably incurred by Lycos\ndirectly in connection with the negotiation, preparation, execution and delivery\nof this Agreement, or any exhibit, schedule, agreement, document or instrument\nattached to, referred to in or executed or delivered pursuant to this Agreement,\nor in connection with the establishment and capitalization of the Company,\nincluding without limitation any travel expenses or fees and costs of Japanese\nor United States counsel, or in connection with analysis and negotiation\nrelating to the choice of an appropriate vehicle for use in establishing a Lycos\npresence in Japan; provided, however, that Sumitomo's reimbursement obligation\n\n\n                                      -2-\n\n\nto bear costs and expenses under this Section 1.8(b) shall be limited to a\nmaximum amount of Fifty Thousand U.S. Dollars (US$50,000).\n\n            1.9 Assistance. At the request of Lycos, Sumitomo shall provide such\nreasonable assistance in connection with the incorporation of the Company as\nLycos may reasonably request or require, including without limitation assistance\nin connection with the preparation or filing of any reports, notices or other\nfilings required to be made in Japan by the Company to or with any Japanese\ngovernmental authority.\n\n      2. License Agreement. Upon completion of the incorporation of the Company,\nLycos shall enter into a license agreement with the Company in the form of the\nattached Exhibit B (the \"License Agreement\").\n\n      3. Capital Increase.\n\n            3.1 Issuance of Additional Shares.\n\n                  (a) On the terms and subject to the conditions set forth in\nthis Section 3, Lycos shall cause the Company to offer, issue and sell to the\nPurchasers, and the Purchasers shall purchase from the Company, the number of\nshares of Stock set forth below beside their respective names (collectively, the\n\"Additional Shares\"), at a cash purchase price of [***] per share, as follows:\n\n               Party       Number of Shares       Aggregate Purchase Price\n               -----       ----------------       ------------------------\n\n               [***]            [***]                      [***]\n               [***]            [***]                      [***]\n\n                  (b) At the option of Sumitomo exercisable at any time prior to\nthe Closing (as defined below) by written notice to Lycos and IIJ, Sumitomo \nmay designate Nippon Telegraph and Telephone Corp., a kabushiki kaisha \norganized under the laws of Japan (\"NTT\"), as the purchaser of [***] shares \nof the [***] shares of Stock to be purchased by Sumitomo as provided in \nparagraph (a), in which event Lycos shall, provided that NTT delivers to each \nof the parties to this Agreement its written undertaking, in form and \nsubstance satisfactory to all of such parties, to be bound by all of the \nterms and provisions of this Agreement (other than Section 9) as though NTT \nwere originally a party hereto, cause the Company to offer, issue and sell to \nNTT [***] shares of Stock at a cash purchase price of [***] per share, for an \naggregate purchase price of [***]. The issuance and sale of such [***] shares \nof Stock by the Company to NTT shall discharge the obligations of Sumitomo \nunder this Agreement with respect to the purchase and sale of such shares. \nUpon NTT's delivery of its written undertaking as provided above, NTT shall \nbe deemed a Purchaser\" for all purposes under this Agreement, except that NTT \nshall not be bound by the provisions of Section 9.\n\n*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED \nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n                                      -3-\n\n\n            3.2 Increase of Capital. Upon completion of the issuance and sale of\nthe additional Shares in accordance with Section 3.1, the aggregate paid in\ncapital of the Company shall be [***] in cash, including the [***] of capital\ncontributed by Lycos to the Company in connection with the incorporation of the\nCompany\n\n            3.3 Ownership Percentages.\n\n                  (a) Upon completion of the issuance and sale of the Additional\nShares in accordance with Section 3.1(a), the number of issued and outstanding\nshares of Stock owned by the stockholders of the Company, and their respective\nownership percentages, shall be as follows:\n\n                  Party     Number of Shares   Ownership Percentage\n                  -----     ----------------   --------------------\n\n                  [***]         [***]                [***]\n                  [***]         [***]                [***]\n                  [***]         [***]                [***]\n\n\n                  (b) Upon completion of the issuance and sale of the Additional\nShares pursuant to the option set forth in Section 3.3(b), the number of issued\nand outstanding shares of Stock owned by the stockholders of the Company, and\ntheir respective ownership percentages, shall be as follows:\n\n                   Party    Number of Shares   Ownership Percentage\n                   -----    ----------------   --------------------\n\n                   [***]         [***]                [***]\n                   [***]         [***]                [***]\n                   [***]         [***]                [***]\n                   [***]         [***]                [***]\n\n\n            3.4 Closing. The purchase and sale of the Additional Shares shall be\neffected at a closing (the \"Closing\") to be held within thirty (30) days after\nthe incorporation of the Company has been completed, or within such longer\nperiod as may be mutually agreed to by the parties, on a date and at a location\nin Tokyo, Japan mutually convenient for Lycos and the Purchasers. At the\nClosing, the Company shall deliver to each Purchaser, against receipt of the\ncash purchase price payable by such Purchaser, a share certificate evidencing\nthe number of Additional Shares issued to such Purchaser.\n\n            3.5 Lycos Conditions to Closing. The obligation of Lycos to cause\nthe Company to offer, issue and sell the Additional Shares to the Purchasers\npursuant to Section 3.1 shall be subject to satisfaction of the following\nconditions precedent, which conditions precedent are for the benefit of Lycos\nand may be waived by Lycos in its sole discretion:\n\n\n*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED \nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n                                      -4-\n\n\n                  (a) Lycos and each of the Purchasers shall have executed a\nShareholder Agreement in the form of the attached Exhibit C (\"Shareholder\nAgreement\"); provided, however, that in the event shares of Stock are issued to\nNTT pursuant to the option set forth in Section 3.1(b), the form of Exhibit C\nshall be appropriately modified to include NTT as a party;\n\n                  (b) all consents and approvals of, notices and reports to, and\nfilings with any Japanese governmental or regulatory authority required in\nconnection with the offer, issuance and sale of the Additional Shares by the\nCompany to the Purchasers shall have been obtained or made; and\n\n                  (c) the offer, issuance and sale of the Additional Shares by\nthe Company to the Purchasers in the manner contemplated by this Agreement shall\nnot result in any violation of any Japanese law, rule, regulation, order or\ndecree.\n\n            3.6 Purchasers' Conditions to Closing. The obligation of each of the\nPurchasers to purchase the Additional Shares from the Company pursuant to\nSection 3.1 shall be subject to satisfaction of the following conditions\nprecedent, which conditions precedent are for the benefit of each of the\nPurchasers and may be waived by each of the Purchasers, as to itself only, in\nthe exercise of its sole discretion:\n\n                  (a) the Company shall have been duly incorporated under the\nlaws of Japan as a kabushiki kaisha in compliance with the provisions of Section\n1;\n\n                  (b) the Articles of Incorporation of the Company shall be in\nthe form of the attached Exhibit A;\n\n                  (c) Lycos and the Company shall have entered into the License\nAgreement, and the License Agreement shall be in full force and effect and in\nthe form of the attached Exhibit B;\n\n                  (d) Lycos and each of the Purchasers shall have executed a\nShareholder Agreement in the form of the attached Exhibit C; provided, however,\nthat in the event shares of Stock are issued to NTT pursuant to the option set\nforth in Section 3.1(b), the form of Exhibit C shall be appropriately modified\nto include NTT as a party;\n\n                  (e) all consents and approvals of, notices and reports to, and\nfilings with any Japanese governmental or regulatory authority required in\nconnection with the offer, issuance and sale of the Additional Shares by the\nCompany to the Purchasers shall have been obtained or made;\n\n                  (f) the offer, issuance and sale of the Additional Shares by\nthe Company to the Purchasers in the manner contemplated by this Agreement shall\nnot result in any violation of any Japanese law, rule, regulation, order or\ndecree; and\n\n\n                                      -5-\n\n\n                  (g) there shall exist no obligations or liabilities of the\nCompany other than as may be customarily incurred in connection with its\nincorporation or as set forth in this Agreement or the License Agreement.\n\n            3.7 Satisfaction of Conditions. Each party shall use reasonable\ncommercial efforts in good faith to assure that all conditions precedent\napplicable to such party are timely satisfied.\n\n            3.8 Issuance Expenses. All expenses relating to the offer, issuance\nand sale of the Additional Shares by the Company to the Purchasers shall be\nborne by the Company.\n\n            3.9 Election of Directors. Immediately following the issuance of the\nAdditional Shares, the Lycos nominee serving as Representative Director resident\nin Japan shall resign, and three additional directors shall be elected such that\nthe Board of Directors of the Company shall be constituted as contemplated by\nthe Shareholder Agreement.\n\n            3.10 Statutory Auditors. Immediately following the issuance of the\nAdditional Shares, the number of statutory auditors shall be increased from one\n(1) to three (3).\n\n      4. Sumitomo Loan Facility.\n\n            4.1 Loan Facility. Sumitomo agrees to make available, or to cause to\nbe made available through an affiliate, to the Company a revolving loan facility\n(the \"Facility\") under which the Company shall be entitled to borrow, repay and\nreborrow amounts in Japanese Yen up to a maximum aggregate amount of [***] at\nany one time outstanding. Advances made or to be made under the Facility are\nreferred to individually as an \"Advance\" and collectively as \"Advances,\" and the\nlender under the Facility (whether Sumitomo or an affiliate of Sumitomo) is\nreferred to as \"Lender.\"\n\n            4.2 Loan Agreement. As promptly as possible after the issuance of\nthe Additional Shares, Sumitomo shall, or shall cause an affiliate of Sumitomo\nto, enter into a loan agreement with the Company (the \"Loan Agreement\") to make\nprovision for the Facility on the terms and conditions set forth in this Article\n4 and on such additional terms and conditions as are not inconsistent with the\nprovisions of this Article 4 and as are agreeable to the Company and Lycos.\n\n            4.3 Commitment Period. The Facility shall be made available by\nLender to the Company during the period commencing from the date of the Loan\nAgreement through the sixth (6th) anniversary date of the date of the Loan\nAgreement.\n\n            4.4 Drawdown. The Company shall have the right to draw funds under\nthe Facility during the Commitment Period upon the affirmative vote of at least\nthree (3) of the directors of the Company to draw such funds; provided, however,\nthat each drawing shall be for an amount of not less than (Yen)50,000,000.\n\n\n                                      -6-\n\n\n            4.5 Drawdown Notice. The Company shall be required to give to Lender\nat least three (3) days prior written notice of the proposed date and amount of\nany Advance.\n\n            4.6 Repayment. Unless otherwise specifically agreed in writing\nbetween Lender and the Company at the time of any advance, the principal amount\nof such Advance shall be due and payable on a date (the \"Repayment Date\") which\nis the earlier of (a) the Maturity Date, or (b) the one (1) year anniversary\ndate of the making of such Advance.\n\n            4.7 Applicable Rate. \"Applicable Rate\" means, with respect to any\nAdvance, The Prime Rate plus one percent (1%). As used in this Section 4.8,\n\"Prime Rate\" means the rate announced from time to time by Sumitomo Bank at its\nprincipal lending office in Tokyo, Japan as its \"prime rate.\"\n\n            4.8 Interest. Borrower shall pay interest on the outstanding\nprincipal amount of each Advance at a rate per annum which is equal to the\nApplicable Rate. All interest payable with respect to any Advance shall be\npayable in arrears on the last day of each interest period (as determined at the\ntime of the Advance or as otherwise determined under the Loan Agreement) and on\nthe Repayment Date with respect to such Advance. Interest shall be calculated\nbased on a 360-day year and the actual number of days elapsed.\n\n            4.9. Prepayment. Borrower may prepay any Advance in whole or in part\nwithout premium or penalty.\n\n            4.10 Method of Payment. Borrower shall pay all principal and\ninterest owing to Lender under the Facility in Japanese Yen to such account as\nLender may specify by written notice to Borrower.\n\n            4.11 No Collateral or Guaranty. No collateral for any of the\nAdvances shall be required, and the Advances shall be unsecured. No guaranty of\nany of the Advances, including without limitation any guaranty of any of the\nstockholders of the Company, shall be required.\n\n      5. Additional Capital Contributions and Stockholder Loans.\n\n            5.1 Additional Capital Contributions. Upon the incorporation of the\nCompany and the issuance of the Additional Shares in the manner contemplated by\nthis Agreement, none of the parties to this Agreement shall have any obligation\nto make additional capital contributions to the Company.\n\n            5.2 Loans. Except as expressly provided for in Section 4, none of\nthe parties to this Agreement shall have any obligation to make loans to the\nCompany.\n\n\n                                      -7-\n\n\n      6. Management.\n\n            6.1 Directors. The parties shall cooperate in the election of\ndirectors, as more specifically provided for in the Shareholder Agreement.\nImmediately after the issuance of the Additional Shares, there shall be two\nRepresentative Directors, one of whom shall be a Sumitomo nominee resident in\nJapan and one of whom shall be a Lycos nominee resident outside of Japan, and\nthe parties shall take such action as may be necessary to effect this provision.\n\n            6.2 Meetings of Directors. Unless otherwise agreed among the parties\nfrom time to time, approximately 60% of the meetings of directors shall be held\nin Japan and approximately 40% of the meetings of directors shall be held at a\nlocation in the United States designated by Lycos. 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            6.3 Officers. The parties shall exercise its voting rights so as to\npermit Sumitomo's designated nominee to be elected as President of the Company,\nand so as to permit Lycos' designated nominee to be elected as Executive Vice\nPresident of the Company. Among the officers of the Company, the Executive Vice\nPresident shall be second in seniority to the President.\n\n      7. Business Objectives and Start Up.\n\n            7.1 Business Objectives. The business objectives of the Company\nshall include, without limitation, the following:\n\n                  (a) provide a World Wide Web navigation and search service at\nwww.lycos.co.jp, which is generally similar to, and of like quality with, the\nWorld Wide Web navigation and search service provided by Lycos at www.lycos.com,\nbut which is adapted culturally and in local content to be suitable for the\nJapanese market (the \"Service\");\n\n                  (b) generate revenue from the Service, including without\nlimitation revenue from the sale of advertising and electronic commerce;\n\n                  (c) engage in all business activities relating to the\ndevelopment, maintenance, support and enhancement of the Service, including\nwithout limitation the development and acquisition of local content and the\ndevelopment and expansion of distribution channels for the Service; and\n\n                  (d) engage in all business activities ancillary or incidental\nto the foregoing.\n\n            7.2 Start Up. Initially, the Service shall be operated and\nmaintained at the U.S. data center of Lycos. When and as feasible, as determined\nby Lycos and the Company, the operation and maintenance of the Service shall be\ntransferred to a site in Japan.\n\n\n                                      -8-\n\n\n      8. Cooperation. The parties shall in good faith cooperate with each other\nto enable the Company to achieve its business objectives and purposes and to\nmaximize the success of the Company's business.\n\n      9. Exclusivity. Without the prior written approval of Lycos, none of the\nPurchasers shall directly or through a \"controlled affiliate\" (as defined below)\nestablish, maintain or invest in, or agree to establish, maintain or invest in,\na World Wide Web search or directory service using web-crawler and spidering\ntechnology, which search or directory service is substantially similar to the\nWorld Wide Web search service to be provided by the Company, 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,\nand except that any of the Purchasers which as of the date of this Agreement\nmaintain any such service or have invested in the provider of any such service\nshall have the right to continue to maintain such service or investment. Without\nthe prior written approval of the Purchasers, Lycos shall not directly or\nthrough a \"controlled affiliate\" establish, maintain or invest in, or agree to\nestablish, maintain or invest in, any World Wide Web search or directory service\n(other than the Service) operated from Japan for the local Japanese market. As\nused in this Section 9, \"controlled affiliate\" of a party means any corporation\nor other entity which such party controls through a more than fifty percent\n(50%) ownership interest or through the right to exercise voting power\nsufficient to elect a majority of directors in the case of a corporation or\nother management in the case of any other entity.\n\n      10. Representations and Warranties of Lycos. Lycos hereby represents and\nwarrants to the Purchasers as follows:\n\n            10.1 Organization, Power and Authority. Lycos is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nDelaware, United States of America. Lycos has all requisite power and authority\nto execute, deliver and perform its obligations under this Agreement.\n\n            10.2 Authorization and Binding Obligations. Lycos has taken all\nrequisite corporate action to authorize and approve the execution, delivery and\nperformance of this Agreement by Lycos. This Agreement has been duly executed\nand delivered by Lycos, and constitutes the legal, valid and binding obligations\nof Lycos, enforceable against Lycos in accordance with its terms.\n\n            10.3 No Conflicts. The execution, delivery and performance of this\nAgreement 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 decree of any court or arbitration body,\nor any governmental, administrative or regulatory authority, by which Lycos or\nany of its assets or properties is or may be bound.\n\n\n                                      -9-\n\n\n            10.4 No Pending Litigation. No action, suit or proceeding which\nseeks 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      11. Representations and Warranties of the Purchasers.\n\n            Each of the Purchasers, severally as to itself, hereby represents\nand warrants to Lycos as follows:\n\n            11.1 Organization, Power and Authority. Such Purchaser is a\nkabushiki kaisha duly organized and validly existing under the laws of Japan.\nSuch Purchaser has all requisite power and authority to execute, deliver and\nperform its obligations under this Agreement.\n\n            11.2 Authorization and Binding Obligations. Such Purchaser has taken\nall requisite corporate action to authorize and approve the execution, delivery\nand performance of this Agreement by such Purchaser. This Agreement has been\nduly executed and delivered by such Purchaser, and constitutes the legal, valid\nand binding obligations of such Purchaser, enforceable against such Purchaser in\naccordance with its terms.\n\n            11.3 No Conflicts. The execution, delivery and performance of this\nAgreement by such Purchaser, and the consummation of the transactions\ncontemplated hereby, will not (a) violate any provision of the charter documents\nof such Purchaser, (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 such Purchaser is a party or by\nwhich such Purchaser or any of its assets or properties is or may be bound, or\n(c) violate any order, judgment, injunction, award or decree of any court or\narbitration body, or any governmental, administrative or regulatory authority,\nby which such Purchaser or any of its assets or properties is or may be bound.\n\n            11.4 No Pending Litigation. No action, suit or proceeding which\nseeks to prevent the consummation of the transactions contemplated by this\nAgreement, or would impair the ability of such Purchaser to consummate the\ntransactions contemplated by this Agreement, is pending against such Purchaser,\nand no such action, suit or proceeding has been threatened against such\nPurchaser.\n\n      12. Termination.\n\n            12.1 Termination for Failure of Conditions. In the event that the\nconditions precedent to the obligations of Lycos as set forth in Section 3.5\nhave not been satisfied (or waived by Lycos) by the scheduled date of the\nClosing as agreed to between the parties pursuant to Section 3.4, and Lycos is\nnot in default of its obligations under this Agreement, Lycos shall have the\nright to terminate this Agreement by giving written notice of termination to\neach of the\n\n\n                                      -10-\n\n\nPurchasers without any liability of any party to any other party solely by\nreason of such termination; provided, however that any such termination shall\nnot prejudice any claim Lycos may have against the Purchasers, or any of them,\nfor any breach of or default under this Agreement arising prior to such\ntermination. In the event that the conditions precedent to the obligations of\nthe Purchasers as set forth in Section 3.6 have not been satisfied (or waived\nby each of the Purchasers) by the scheduled date of the Closing as agreed to\nbetween the parties pursuant to Section 3.4, and none of the Purchasers is in\ndefault of its obligations under this Agreement, each of the Purchasers shall\nhave the right to terminate this Agreement by giving written notice of\ntermination to Lycos without any liability of any party to any other party\nsolely by reason of such termination; provided, however that any such\ntermination shall not prejudice any claim any of the Purchasers may have against\nLycos for any breach of or default under this Agreement arising prior to such\ntermination.\n\n            12.2 Termination for Breach. In the event the Purchasers default in\nthe performance of their respective obligations under this Agreement, Lycos\nshall have the right, in addition to any other rights Lycos may have, to\nterminate this Agreement by giving written notice of termination to each of the\nPurchasers. In the event Lycos defaults in its performance under this Agreement,\neach of the Purchasers shall have the right, in addition to any other rights the\nPurchasers may have, to terminate this Agreement by giving written notice of\ntermination to Lycos.\n\n      13. Miscellaneous.\n\n            13.1 Brokers. Each party shall hold the other parties harmless from\nany claims, liabilities or damages relating to any commissions or fees claimed\nby any broker or finder by reason of any engagement or relationship of such\nbroker or finder by or with such party.\n\n            13.2 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 telecopier (with confirmation by mail), in each case addressed\nas follows:\n\n            If to Lycos:      Lycos, Inc.\n                              500 Old Connecticut Path\n                              Framingham, MA 01701-4570\n                              Attention: Chief Financial Officer\n                              Telephone: (508) 424-0400\n                              Facsimile: (508) 820-4499\n\n\n                                      -11-\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 Sumitomo:  Sumitomo Corp.\n                              1-2-2 Hitotsubashi, Chiyoda-ku\n                              Tokyo, 100-8601, Japan\n                              Telephone: 03-3217-7021\n                              Facsimile: 03-3217-7029\n\n             If to IIJ:       Internet Initiative Japan, Inc.\n                              Takebashi Yasuda Bldg.\n                              3-13 Kanda, Nishiki-cho, Chiyoda-ku\n                              Tokyo, 101, Japan\n                              Telephone:\n                              Facsimile:\n\nAny party may change its address or telecopier number for notice purposes by\nnotice given to the other parties in accordance with this Section 13.2.\n\n            13.3 Assignment. No party's rights, duties or responsibilities under\nthis Agreement may be assigned, delegated or otherwise transferred in any\nmanner, without the prior written consent of the other parties. Notwithstanding\nthe foregoing, no such consent shall be required in connection with the\nassignment, delegation or other transfer of any such rights, duties or\nresponsibilities 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 50% of the relevant voting power provided that the\nassigning party unconditionally guarantees to the other parties to this\nAgreement the due and punctual performance by such affiliate of such party's\nobligations under this Agreement.\n\n            13.4 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 representations, arrangements, agreements and understandings, if any,\nby and among 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            13.5 Severability. If any provision of this Agreement is held by a\ncourt of competent jurisdiction to be unenforceable, invalid or void in any\nrespect, no other provision of\n\n\n                                      -12-\n\n\nthis Agreement shall be affected thereby, all other provisions of this Agreement\nshall nevertheless be carried into effect and the parties shall amend this\nAgreement to modify the unenforceable, invalid or void provision to give effect\nto the intentions of the parties to the extent possible in a manner which is\nvalid and enforceable.\n\n            13.6 Remedies and Waivers. All rights and remedies of the parties\nare separate and cumulative, and no one of them, whether exercised or not, shall\nbe deemed to be to the exclusion of or to limit or prejudice any other rights or\nremedies which the paties may have. The parties shall not be deemed to waive any\nof their rights of remedies under this Agreement, unless such waiver is in\nwriting and signed by the party to be bound. No delay or omission on the part of\nany party in exercising any right or remedy shall operate as a waiver of such\nright or remedy or any other right or remedy. A waiver on any one occasion shall\nnot be construed as a bar to or waiver of any right or remedy on any future\noccasion.\n\n            13.7 Arbitration. In the event any dispute arises among the parties,\nor any of them, which cannot be amicably resolved, such dispute shall be\nsubmitted 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, unless otherwise agreed by the parties to the dispute, shall be\nheld in Paris. Any arbitration award rendered in any such arbitration proceeding\nmay be entered in and enforced by any court of competent jurisdiction.\n\n            13.8 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 Japan.\n\n            13.9 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            13.10 Headings. The headings contained in this Agreement are for\nconvenience 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            13.11 Counterparts and Facsimile. This Agreement may be executed in\ncounterparts, each of which shall constitute an original, but all of which\ntogether shall constitute one and the same agreement. Transmission of facsimile\ncopies of signed original signature pages of this Agreement shall have the same\neffect as delivery of the signed originals.\n\n            13.12 Translation. For the convenience of the parties, one or more\nJapanese translations of this Agreement may be prepared. Notwithstanding the\npreparation or existence of\n\n\n                                      -13-\n\n\nany such Japanese translations, the English language version of this Agreement\nshall be controlling.\n\n            13.13 Press Releases. None of the parties 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 parties, 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\nparties) to the extent required by any securities laws or regulations applicable\nto such party.\n\n            13.14 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 third\nparty shall be a third party beneficiary under or in respect of this Agreement.\n\n            13.15 Binding Effect. Subject to Section 13.3, this Agreement shall\nbe 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 Delaware, USA\n\n                         By: \/s\/ Edward M. Philip\n                             ---------------------------------------------------\n                         Its: COO\n                              --------------------------------------------------\n\n\n                         SUMITOMO CORP.,\n                         a kabushiki kaisha organized under the laws of Japan\n\n                         By: \/s\/ Atsushi Nishijo\n                             ---------------------------------------------------\n                              Atsushi Nishijo\n                         Its: Managing Director\n                              --------------------------------------------------\n\n\n                         INTERNET INITIATIVE JAPAN, INC.,\n                         a kabushiki kaisha organized under the laws of Japan\n\n                         By: \/s\/ Koichi Suzuki\n                             ---------------------------------------------------\n                              Koichi Suzuki\n                         Its: President CEO\n                              --------------------------------------------------\n\n\n                                      -14-\n\n\n                                LIST OF EXHIBITS\n\nEXHIBIT A: Articles of Company\nEXHIBIT B: License Agreement\nEXHIBIT C: Shareholder Agreement\n\n\n                                      -15-\n\n\n                                    EXHIBIT A\n\n                                     [***]\n\n\n\n\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 B\n\n                               LICENSE AGREEMENT\n\n      THIS LICENSE AGREEMENT (this \"Agreement\") is made and entered into as of\nthe ____ day of ________, 1998 by and between LYCOS, INC., a Delaware\ncorporation (\"Lycos\"), and LYCOS JAPAN K.K., a kabushiki kaisha organized under\nthe laws of Japan (\"Licensee\").\n\n                                    RECITALS\n\n      A. Lycos owns or is the licensee with respect to certain rights in certain\ntechnology relating to the search, retrieval and cataloging of documents on the\nInternet (as defined below) and is interested in licensing such technology to\nLicensee;\n\n      B. Licensee desires to license rights in such technology from Lycos upon\nthe terms and conditions herein set forth.\n\n      NOW THEREFORE, in consideration of the mutual covenants contained herein\nand intending to be legally bound hereby, the parties agree as follows:\n\n      1. Certain Definitions. As used in this Agreement, the following terms\nhave 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, that Person. For purposes of this definition, \"control\" (including, with its\ncorrelative meanings, the terms \"controlled by\" and \"under common control\nwith\"), as used with respect to any Person, shall mean the possession, directly\nor indirectly, of the power to direct or cause the direction of the management\nand policies of such Person, whether through the ownership of voting securities,\nby contract or otherwise.\n\n            \"Application Programming Interfaces\" shall mean the specifications\nof any Object Code licensed hereunder which define the external programming\nrequirements necessary to interface between such Object Code and any other\nObject Code licensed hereunder.\n\n            \"Business\" shall mean the business of providing a World Wide Web\nnavigation and search service at www.lycos.com.jp, which is generally similar\nto, and of like quality with, the World Wide Web navigation and search service\nprovided by Lycos at www.lycos.com, but which is adapted culturally and in local\ncontent to be suitable for the Japanese market.\n\n            \"CMU\" shall mean Carnegie Mellon University.\n\n\n                                      B-1\n\n\n            \"Code\" shall mean Object Code and Source Code.\n\n            \"Competitor\" shall mean a provider of a search or directory service\nusing web crawler and spidering technology, which search or directory service is\nsubstantially similar to Lycos Japan or the search and directory service offered\nby Lycos from time to time.\n\n            \"Components\" shall mean information, materials, products, features,\nservices, content, computer software, designs, artistic renderings, drawings,\nsketches, characters, layouts and the digital implementations thereof.\n\n            \"Copyrights\" shall mean the copyrights owned by Lycos in the\nLicensed Properties.\n\n            \"Derivative Works\" shall mean all \"derivative works\" and\n\"compilations\" within the meanings of such terms as defined in the U.S.\nCopyright Act (17 U.S.C. Section 101 et seq.).\n\n            \"Effective Date\" shall mean the date of the execution of this\nAgreement by both parties.\n\n            \"Excluded Product\" shall mean any technology, product or service\nwhich is not owned exclusively by Lycos unless Lycos has the right to sublicense\nsuch technology, product or service to a third party without the payment of any\nfees or expenses, provided that the term Excluded Product shall not include the\nLicensed Software, any enhancement or derivative thereof or any replacement\nthereto.\n\n            \"Excluded Service Content\" shall mean any content, data or\ninformation which is not owned exclusively by Lycos unless Lycos has the right\nto sublicense such content, data or information to a third party without the\npayment of any fees or expenses.\n\n            \"Governmental Body\" shall mean any domestic or foreign national,\nstate or, municipal or other local government or multi-national body, any\nsubdivision, agency, commission or authority thereof, or any quasi-governmental\nor private body exercising any regulatory authority thereunder.\n\n            \"Internet\" shall mean any collection of computer networks composed\nof backbone networks including, without limitation, APRAnet, NSFNet, MILNET,\nmid-level networks, regional networks and stub networks. These may include\ncommercial, university and other research networks and military networks and may\nspan many different physical networks around the world with various protocols\nincluding the Internet Protocol, as the same may evolve in the future.\n\n\n                                      B-2\n\n\n            \"Joint Enhancements\" shall mean any enhancements, added\nfunctionalities, additions, extensions or improvements to Lycos Japan that are\ncreated or developed jointly by Lycos, its Affiliates or their agents, on the\none hand, and Licensee, on the other hand, including any jointly created or\ndeveloped Components.\n\n            \"Licensed Database\" shall mean, collectively, the Lycos Catalog and\nthe Local Catalog.\n\n            \"Licensed Marks\" shall mean the trademarks and service marks of\nLycos, Point Communications Corporation and CMU as described in Attachment A.\n\n            \"Licensed Properties\" shall mean, collectively, the Licensed\nSoftware, Licensed Database, Lycos Japan and Licensed Marks.\n\n            \"Licensed Software\" shall mean all Object Code necessary to\nimplement, operate, and maintain, the Lycos Searchservice, including the\nrelevant Application Programming Interfaces and as enabled to handle double-byte\ncharacters, but shall not include any web-crawler or spider technology used to\nsearch the Internet or any Excluded Products or Excluded Service Content.\nLicensed Software shall include, without limitation, the Object Code set forth\nin Attachment A.\n\n            \"Local Catalog\" shall mean the database consisting of the version of\nthe Lycos Catalog which is localized and customized for the Territory in the\nlanguage specifically relevant to the Territory, which indexes URLs with domain\nnames designated by \".jp\".\n\n            \"Local Content\" shall mean content added to Lycos Japan by Licensee\nand that is: (i) specific to the market of the Territory; and (ii) originates in\nor arises from development activities by Licensee.\n\n            \"Localized Site\" shall mean Licensee's Internet site through which\nLycos Japan is made available to users.\n\n            \"Lycos Japan\" shall mean the version of the Lycos Searchservice\nwhich is localized and customized specifically for the Territory in the language\nspecifically relevant to the Territory, which offers access to the Local\nCatalog.\n\n            \"Lycos Catalog\" shall mean the version of the database which is\ndeveloped by Lycos as the Lycos Catalog as offered by Lycos through its World\nWide Web Site located at www.lycos.com.\n\n            \"Lycos Derivative Works\" shall mean Derivative Works, including any\ntranslations and customizations as necessary for the market in the Territory,\ncreated by Lycos or Licensee for use in Lycos Japan.\n\n\n                                      B-3\n\n\n            \"Lycos Enhancements\" shall mean any enhancements, added\nfunctionalities, additions, extensions of or improvements to the Licensed\nProperties that are created or developed by Lycos, its Affiliates or their\nagents, including any Components licensed hereunder to Lycos Japan by such\nPersons.\n\n            \"Lycos Searchservice\" shall mean the Searchservice provided by Lycos\nin the United States comprised of the Lycos Catalog and Licensed Software as\nlisted on Attachment A hereto, as the same may evolve in the future, provided,\nhowever, that the Lycos Searchservice shall not include (i) any technology,\nproduct, service or content which is not an enhancement of or derivative to the\nLicensed Software or Licensed Database unless the Licensee has specifically\nagreed to license such technology, products, service or content on terms and\nconditions acceptable to Lycos and Licensee, as provided in Section 4.2 hereof,\nor (ii) any Excluded Product or Excluded Service Content.\n\n            \"Object Code\" shall mean (i) machine executable programming\ninstructions, substantially in binary form, which are intended to be directly\nexecutable by an operating system after suitable processing and linking but\nwithout the intervening steps of compilation or assembly, or (ii) other\nexecutable code (e.g., programming instructions written in procedural or\ninterpretive languages).\n\n            \"Patents\" shall mean the patent rights owned by Lycos or CMU\nrelating to the Licensed Properties.\n\n            \"Permitted Sublicensees\" shall mean any entity whose principal place\nof business is located in the Territory which offers access to Lycos Japan as\npart of its Internet online service or other Web-based sites to procure sales\nprimarily within the Territory pursuant to a license agreement with Licensee\ncontaining terms and conditions as are reasonably acceptable to Lycos.\n\n            \"Person\" shall mean an individual, sole proprietorship, corporation,\npartnership, limited partnership, limited liability company, joint venture,\ntrust, unincorporated organization, mutual company, joint stock company, estate,\nunion, employee corporation, bank, trust company, land trust, business trust or\nother organization, or a Governmental Body, or their equivalent under the\napplicable legal system.\n\n            \"Prime Rate\" shall mean the rate of interest announced from time to\ntime by Chase Manhattan Bank at its principal commercial lending office as its\n\"prime rate.\"\n\n            \"Searehservice\" shall mean the provision via a managed public\nnetwork of an advertiser supported search engine and navigational tools that\ntakes information input by a user and searches, filters and indexes information\non the Internet based on title, headings, a fixed amount of text and significant\nwords to provide World Wide Web addresses to the user that relate to the input\ninformation.\n\n\n                                      B-4\n\n\n            \"Source Code\" shall mean the human readable form of Object Code and\nrelated system documentation, including comments, procedural language and\nmaterial useful for understanding, implementing and maintaining such\ninstructions (for example, logic manuals, flow charts and principles of\noperation).\n\n            \"Territory\" shall mean Japan.\n\n      2. License Grant\n\n            2.1 Subject to the terms and conditions of this Agreement, Lycos\nhereby grants to Licensee, during the Term of this Agreement:\n\n                  (a) subject to Section 2.9, the exclusive right and license to\nuse, reproduce, display, perform, transmit, distribute, market and promote, via\nthe Internet within the Territory and utilizing the Licensed Properties, Lycos\nJapan;\n\n                  (b) the exclusive right and license to use, reproduce,\ndisplay, perform, transmit, distribute, market and promote, via the Internet\nwithin the Territory and utilizing the Licensed Properties, the Lycos\nSearchservice solely for the purpose of marketing, promoting, distributing and\notherwise exploiting Lycos Japan within the Territory; and\n\n                  (c) subject to Section 2.9, the right and license to\nsublicense the Licensed Properties to Permitted Sublicenses.\n\n            Without limitation of the foregoing, the rights granted to Licensee\ninclude: (i) the right to enter the Licensed Properties into Licencee's computer\ndatabases; (ii) the right to store, process, retrieve and transmit the Licensed\nProperties on or in connection with the Licensee's services; (iii) the right to\nreformat the Licensed Database; (iv) the right to juxtapose and combine the\nLicensed Database with materials owned and\/or controlled by Licensee and\/or by\nthird parties, provided that Lycos shall be appropriately identified as the\nsource of the Licensed Database by the use of its trademark and appropriate\nCopyright notices; and (v) the right to offer to subscribers the option of\nprinting and downloading the Licensed Database and the Licensed Marks to the\nsubscriber's computer hard drive or onto a separate disk.\n\n            The parties intend that the Licensee will offer Lycos Japan through\nthe Localized Site under the Lycos brand name using the Lycos logo which will\nhave optical appearance and interface similar as to the Lycos Searchservice,\nexcept that Lycos Japan will be localized and customized for the Territory.\nLicensee agrees that any Permitted Sublicensee will be required to include a\n\"Lycos Powered\" logo on all Web pages which relate to Lycos Japan licensed to\nsuch Permitted Sublicensee.\n\n\n                                      B-5\n\n\n            2.2 Except as provided in paragraph 2.1 above or in Section 18,\nLicensee shall have no right to assign, sublicense or otherwise transfer any of\nthe Licensed Properties.\n\n            2.3 Notwithstanding anything to the contrary contained in paragraph\n2.1 above, Licensee may not sell, license, sublicense or otherwise transfer any\nof the Licensed Properties to any Competitor.\n\n            2.4 Lycos Japan and the Localized Site shall be operated, produced,\nmarketed, licensed, sold and performed by Licensee in compliance with all\napplicable governmental laws, rules and regulations. Licensee shall keep Lycos\nfully informed of, and shall move expeditiously to resolve, any complaint by a\ncommercial and\/or Governmental Body relevant to the Licensed Properties.\n\n            2.5 Lycos shall provide by FTP or Federal Express updates of the\nLycos Catalog as soon as practicable after such updates are made available on\nthe Lycos Searchservice in the United States but in no event later than one week\nafter such updates are made available on the Lycos Searchservice, unless\nspecific alternative arrangements are agreed to in advance. Lycos shall provide\nby FTP or Federal Express updates of the Local Catalog at the same intervals as\nupdates of the Lycos Catalog are provided.\n\n            2.6 Licensee agrees not to alter or modify the Licensed Database in\nany respect; and agrees not to alter or modify the form, fit or function of the\nLicensed Software in any respect; and agrees not to use the Licensed Marks in\nany manner except as specifically set forth herein. Notwithstanding anything\nherein to the contrary, upon written notice to Lycos, Licensee shall have the\nright, at its expense, to edit the Local Catalog to the extent that any part of\nthe Local Catalog violates third party rights or community standards which may\nbe applicable to the sale of advertisements by Licensee or, with the prior\nwritten approval of Lycos in each instance, such approval not to be\nunreasonably withheld, to the extent determined necessary by Licensee to\nsuccessfully promote Lycos Japan.\n\n            2.7 Except as provided in this Section 2 or in Section 8.4, nothing\nin this Agreement shall be deemed to grant any license or rights in any other\ntechnology, products or services to Licensee except for rights specifically\ngranted herein with respect to the Licensed Properties. Subject to Section 8.4,\nLicensee has no right to utilize or dispose of any Licensed Property beyond the\nscope of this Section 2 or following the termination of this Agreement for any\nreason. Subject to Section 8.4, Licensee agrees, upon termination of this\nAgreement for any reason, immediately to cease the use and copying of Licensed\nSoftware, and to cease the use, marketing and distribution of the Licensed\nProperties, and to cease the use of Licensed Marks, and to cease the\nsublicensing of the Licensed Properties to Permitted Sublicensees, and further\nagrees to take reasonable steps to destroy all copies of the Licensed Software\nand all Licensed Properties and materials embodying or related to any of the\nforegoing as soon as reasonably possible.\n\n\n                                      B-6\n\n\n            2.8 Licensee agrees to provide to Lycos, once monthly on the fifth\nof every month, beginning with the fifth of the month which occurs thirty (30)\ndays or mare after the Effective Date of this Agreement, a file in the standard\nCommon Log File Format, which contains a complete and detailed record of the\nuser accesses (click stream data) to the Licensed Software. The common log file\nwill include total number of Ad Impressions possible and percent (%) Ad\nImpressions filled for the system as well as number of specific advertisements\nplaced by each Advertiser and whether the ads are rotational, static or keyword\nbased. On the second business day of each week, Licensee shall provide to Lycos\nvia electronic mail a report summarizing the previous week's daily traffic to\nthe Localized Site, which will include, without limitation, the number of page\nimpressions for each product and service offered through the Localized Site,\nprovided that the failure to provide such report on a timely basis shall not\nconstitute a material breach of this Agreement unless Licensee fails to provide\nsuch report to Lycos promptly upon written request by Lycos.\n\n            2.9 Licensee may sublicense the Licensed Properties solely to allow\nPermitted Sublicensees to offer access to Lycos Japan in the Territory as part\nof their Internet online services or other Web-based sites within the Territory,\nprovided, however, that Licensee: (a) must provide, as a condition of\nsublicense, that said sublicensee enters into a license agreement on the terms\nand conditions as are reasonably acceptable to Lycos and agrees not to: (i)\nsell, license or otherwise transfer the Licensed Properties, except as is\nnecessary to provide access to Lycos Japan as part of its Internet online\nservice or other Web-based site; (ii) copy, reverse compile, dissemble, or\nreverse engineer any portion of the Licensed Properties; (iii) use the Licensed\nProperties to provide products or services competitive with Licensed Properties;\nor (iv) assist or allow others to do any such things as set forth herein; and\n(b) Licensee shall be responsible for providing all maintenance and technical\nsupport and updates to such sublicensees for the Licensed Properties. Licensee\nagrees that any services required by sublicensees, including, but not limited\nto, training, technical support, installation and maintenance, are the sole\nresponsibility of Licensee. Licensee further acknowledges that it is not\nentitled to make any representations and warranties on behalf of Lycos to any\nsublicensee regarding the Licensed Properties, and shall indemnify and hold\nLycos harmless from and against any claims, costs and damages arising from and\nin connection with such unauthorized representations. Lycos shall be a third\nparty beneficiary of the license agreements with sublicensees.\n\n            2.10 The term \"Territory\" as used with respect to the Licensed\nProperties and the rights conveyed hereunder to technology and trademarks shall\nrefer to and shall only constitute a limitation on the geographical area where\nthe Business is physically situated or the geographical area where the services\nof the Licensee conducting the Business are intended to be offered as determined\non the basis of solicitation, advertising and the location of operations, but\nshall not constitute a limitation in terms of the access which is allowed or\ngranted to users of such services, it being understood that no access limitation\nis intended by the use of such term.\n\n\n                                      B-7\n\n\n      3. Fees. The rights and licenses granted hereunder with respect to the\nLicensed Properties shall be free of any license fees or royalties.\n\n      4. Delivery, Installation and Testing of the Licensed Software and the\nLicensed Database.\n\n            4.1 Lycos shall deliver the Licensed Software and the Licensed\nDatabase on agreed media no later than ten (10) days after the Effective Date.\n\n            4.2 After delivery of the Licensed Software and Licensed Database,\nthe Licensee shall carry out functional tests of the Licensed Software and the\nLicensed Database during thirty (30) days (\"Test Period\") in order to verify\nthat the Licensed Software complies with the online documentation furnished to\nand accepted by the Licensee and that the Licensed Software and Licensed\nDatabase have the same features and functions (and in the case of the Local\nCatalog substantially the same features and functions) as the Licensed Software\nand Licensed Database being offered by Lycos through the Lycos Searchservice.\nDuring the tests, the Licensee will notify Lycos without delay in writing of any\ninconsistency found by it and Lycos will immediately commence to correct such\ninconsistency at the cost of Lycos and delivery to the Licensee the resulting\ncorrections and a new Test Period shall begin for verification according to the\nseine procedure. Lycos' obligation to correct any inconsistency in the Licensed\nSoftware and Licensed Database shall be limited to correcting the Licensed\nSoftware and the Licensed Database so that the Licensed Software and the\nLicensed Database have the same features and functions (and in the case of the\nLocal Catalog substantially the same features and functions) as the Licensed\nSoftware and Licensed Database being offered by Lycos through the Lycos\nSearchservice. The Licensee shall accept the Licensed Software immediately after\nit has been verified that it complies with the online documentation furnished to\nand accepted by the Licensee and the Licensee shall accept the Licensed Database\nimmediately after it has been verified that it has the same features and\nfunctions (and in the case of the Local Catalog substantially the same features\nand functions) as the Licensed Database being offered by Lycos through the Lycos\nSearchservice. If the Licensee does not notify Lycos of its non-acceptance\nduring the Test Period, the Licensed Software and the Licensed Database will be\ndeemed accepted. The Licensee shall begin its tests no later than ten (10) days\nafter delivery pursuant to paragraph 4.1.\n\n            4.3 Licensee shall launch Lycos Japan through the Localized Site\nwithin sixty (60) days after Licensee's acceptance of the Licensed Software and\nthe Licensed Database pursuant to the applicable provisions of Section 4.2, and\nas promptly as possible within such sixty (60) day period as circumstances\npermit making due allowance for the development of a well-considered plan for\nlaunch and initial marketing of Lycos Japan.\n\n\n                                      B-8\n\n\n      5. Initial Operations, Site Relocation and Technical Assistance and\nSupport.\n\n            5.1 Initially, Lycos shall operate and maintain Lycos Japan for\nLicensee using equipment installed especially for such purpose at Lycos' data\ncenter in Pittsburgh, Pennsylvania, U.S.A. Licensee shall reimburse Lycos for\nall costs incurred by Lycos with the approval of Sumitomo Corp., such approval\nnot to be unreasonably withheld, in preparing to conduct and in conducting such\noperation and maintenance, including without limitation the cost of all hardware\nacquired by Lycos and installed at Lycos' data center in Pittsburgh,\nPennsylvania, U.S.A. specifically for the purpose of initially operating and\nmaintaining Lycos Japan for Licensee. Upon reimbursement by Licensee to Lycos\nfor the cost of any such hardware or other items of tangible personal property,\ntitle to such hardware or other tangible property shall pass from Lycos to\nLicensee.\n\n            5.2 When and as feasible, as determined by Lycos and Licensee, the\noperation and maintenance of Lycos Japan shall be transferred from Lycos' data\ncenter in Pittsburgh, Pennsylvania, U.S.A. to a site in Japan. At such time, all\nequipment or other tangible property for which Lycos has been reimbursed by\nLicensee as required under Section 5.1, and to which title has passed from Lycos\nto Licensee as provided in Section 5.1, shall be shipped by Lycos to Licensee at\nLicensee's expense.\n\n            5.3 For a period of three (3) months after Licensee commences\ncommercial operations, 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) preparation of explanatory materials requested by Licensee, and (b) accept\nat Lycos' principal place of business in the United States for up to three (3)\nman-months up to two (2) technical trainees who are employees of Licensee,\nprovided that the cost of travel, food and lodging for such technical trainees\nshall be borne by Licensee.\n\n            5.4 After the expiration of the three (3) month period referred to\nin Section 5.3, Lycos shall (a) provide reasonable technical assistance to\nLicensee in the form of (i) telephone consultation in English between Lycos\ntechnicians and Licensee's personnel, and (ii) preparation of explanatory\nmaterials requested by Licensee, and (b) from time to time as reasonably\nrequested by Licensee make technical representatives available in Japan, at\ntimes convenient to Lycos, to consult with and provide technical assistance to\nLicensee. Licensee shall bear all costs relating to such consultation and\ntechnical assistance, including without limitation the costs of travel, food and\nlodging and per diem charges (including coverage of overhead and indirect costs)\non a per person basis at the most favorable rates offered by Lycos for providing\nsuch services.\n\n            5.5 Lycos agrees to provide Licensee, without charge, with software\nupgrades to Licensed Software including new versions of Licensed Software\nrunning under new operating systems and running under data base management\nsoftware upgrades, as they\n\n\n                                      B-9\n\n\nmay become available. Lycos shall provide to the Licensee such updates,\ndevelopments, enhancements and improvements to the Licensed Software as may be\navailable to Lycos from time to time and any replacements to the Licensed\nSoftware, without cost, to assure that the Licensed Software provided by the\nLicensee through Lycos Japan is the same system (or as functionally equivalent\nas is feasible given differences in multinational operating systems which cannot\nbe controlled by the parties) as that which is offered by the Lycos\nSearchservice in the United States, provided that the Licensee shall pay Lycos\nfor all updates, developments, enhancements and improvements which it\nspecifically requests to be made on a custom basis based on the most favorable\nrates (including coverage for overhead and indirect costs) offered by Lycos for\nperforming such custom work, and provided further that Lycos shall not be\nobligated to accede to such requests where it would not be commercially\nreasonable for Lycos to develop particular enhancements and improvements which\nLicensee requests. Licensee shall be responsible for providing any software\nupgrades to the Licensed Software to Permitted Sublicensees. At the time Lycos\nmakes available to Licensee any upgrades to the Licensed Software, Lycos shall\nadvise License of the changes to the Licensed Software from the previous version\nof the Licensed Software provided to Licensee.\n\n            5.6 In the event that Lycos makes available through its Internet\nsite located at www.lycos.com any product or service which is either owned\nexclusively by Lycos or which is licensed by Lycos and which Lycos has the right\nto sublicense to a third party without the payment of any fees or expense, then,\nif requested by Licensee, Lycos shall make such product or service available to\nLicensee for inclusion in Lycos Japan, on such terms and conditions as are\nmutually acceptable to Lycos and Licensee. The parties agree that the Licensee\nshall pay to Lycos all costs and expenses relating to the localization and\ncustomization of the products and services for the Territory based on the most\nfavorable rates (including charges for overhead and indirect costs) offered by\nLycos for providing such services.\n\n            5.8 Lycos shall, without charge to Licensee, use its best efforts to\nfix bugs in the Licensed Software and the Licensed Database as soon as\nreasonably possible. Such efforts will be conducted by telephone or electronic\nmeans.\n\n            5.9 All proposed changes and improvements by Lycos shall constitute\nconfidential information of Lycos. Licensee acknowledges that Lycos shall have\nthe right to make public announcements relating to all current and future\nproducts and services and all development plans.\n\n      6. Patents and Other Intellectual Property.\n\n            6.1 All patents, copyrights, and all other intellectual property\nrights in the Licensed Software and Licensed Database which may be obtainable\nwill remain the property of Lycos or CMU.\n\n\n                                      B-10\n\n\n            6.2 Lycos shall retain all ownership rights in and to the Licensed\nProperties, Lycos Enhancements and Lycos Derivative Works. Licensee assigns any\ninterest (other than the licenses granted to Licensee under this Agreement) it\nmay be deemed to possess in any Licensed Properties, Lycos Enhancements and\nLycos Derivative Works to Lycos and will assist Lycos in every reasonable way,\nat Lycos' expense, to obtain, secure, perfect, maintain, defend and enforce for\nLycos' benefit all intellectual property rights with respect to such properties.\n\n            6.3 The respective ownership interests of Lycos and Licensee in any\nJoint Enhancements shall be as agreed upon by the parties at the time such Joint\nEnhancements are created; provided, however, that, if the parties cannot reach\nagreement as to the ownership of any Joint Enhancement, then such Joint\nEnhancement shall be deemed to be jointly owned by Lycos and Licensee and any\nsubsequent use of such Joint Enhancement by either party shall require the prior\napproval of the other party, which approval shall not be unreasonably withheld\nor delayed.\n\n            6.4 Title to all developments, enhancements and improvements which\nare not Lycos Derivative Works or Lycos Enhancements, which either originate\nwith or are paid for by Licensee (other than payments to Lycos, its Affiliates\nor their agents), shall be the property of Licensee. Subject to mutual agreement\non royalties and other relevant terms and conditions, Licensee hereby grants to\nLycos a non-exclusive, worldwide (except for the Territory) license, with the\nright to sublicense, to use all such developments, enhancements and improvements\nin the Lycos Searchservice and related Lycos Properties.\n\n      7. Marketing, Trademarks and Trade names.\n\n            7.1 Licensee shall have included in all sales, marketing literature\nand invoices relating to Licensed Properties a statement to the effect that\n\"this product or portions thereof is produced under license from Lycos, Inc.\",\nand either \"Patent Pending\" or, if applicable, \"U.S. Patent Number X,XXX,XXX.\"\n\n            7.2 Licensee shall have marked the appropriate portions of all\nLicensed Properties with the applicable United States of America and foreign\nPatent numbers in accordance with the applicable laws of the countries in which\nthe materials are intended to be used and offered.\n\n            7.3 Licensee shall neither register nor use any CMU, Lycos or Point\nCommunications trademarks, trade names, service marks, patents, copyrights and\nsimilar rights of any type under the law of any Governmental Body, including all\napplications and registrations relating to any of the foregoing (collectively,\n\"Intellectual Property Rights\"), except as specifically provided herein. Any use\nof CMU's, Lycos' or Point Communications' Intellectual Property Rights will\ninure to the benefit of CMU, Lycos or Point Communications as the case may be.\nLicensee acknowledges that it does not have any rights or any title\n\n\n                                      B-11\n\n\nwhatsoever in or to CMU's, Lycos', or Point Communications' Intellectual\nProperty Rights, except as specifically provided herein.\n\n            7.4 Subject to all the terms and conditions of the Agreement, during\nthe term of this Agreement, Licensee shall have the non-exclusive,\nnon-transferable right to use the Licensed Marks to market Lycos Japan in the\nTerritory. To the extent reasonably feasible and subject to translation,\nLicensee shall always use the Licensed Marks in all instances exactly as set\nforth herein when referring to or identifying with Licensed Properties. Licensee\nagrees that all Permitted Licensees will be required to include a \"Lycos\nPowered\" logo on a Web page which related to Lycos Japan licensed to Permitted\nSublicensees. Licensee shall affix a copyright notice to all copies, or portions\nthereof of the Licensed Properties.\n\n            7.5 The following notice (text) shall appear on the entry screen of\nthe Licensed Properties and at the bottom of each respective query result in a\nmanner specified by Lycos:\n\n                  \"(C)1998 Lycos, Inc. Lycos(R) is a registered\n                   trademark of Carnegie Mellon University. All \n                   Rights Reserved.\"\n\n            7.6 The font of the text is to be no smaller than the main text font\nsize used in the Lycos Searchservice.\n\n            7.7 Whenever the trademark \"Lycos(R)\" or \"The Lycos(R) Catalog of\nthe Internet\", appears in any printed material of Licensee or within the\nLicensed Properties, there shall be a footnote or other appropriate statement\nlocated in such materials or properties which reads: \"(C)1998 Lycos, Inc.\nLycos(R) is a registered trademark of Carnegie Mellon University. All Rights\nReserved.\"\n\n            7.8 Licensee shall at all times hereafter take such steps in the\nmarketing and sale of the Licensed Properties to protect the Copyrights and all\nCode, databases, Intellectual Property Rights, data and materials supplied by\nLycos, using measures at least as secure as those used by Licensee in protecting\nits own proprietary software.\n\n      8. Termination.\n\n            8.1 This Agreement shall be effective during the period (the \"Term\")\nfrom the date of this Agreement until the sooner of: (i) the date on which the\nparties hereto mutually agree to terminate this Agreement; (ii) the date on\nwhich this Agreement is terminated under paragraph 8.2 below, or (iii) the date\non which Licensee permanently ceases to transact business or ceases its\ncorporate existence (by dissolution or otherwise).\n\n            8.2 A party may terminate this Agreement upon written notice in the\nevent of (i) any material breach of any warranty, representation or covenant of\nthis Agreement by\n\n\n                                      B-12\n\n\nthe other party which remains uncured thirty (30) days after written notice of\nsuch breach, or (ii) in the event of any bankruptcy, insolvency, receivership,\ndissolution, liquidation, or similar proceeding of the other party which\ncontinues for thirty (30) days from filing. In addition, if Licensee shall cease\nto carry on its business with respect to the operation of Lycos Japan for any\nreason, this Agreement shall immediately terminate and shall be of no further\nforce or effect, except as provided in paragraph 8.3 below.\n\n            8.3 The termination of this Agreement pursuant to this Section 8,\nshall not terminate (i) the obligation of Licensee to pay Lycos any amounts\nrequired to be paid hereunder, prior to the effective date of the termination,\nand other amounts, which are accrued or which are otherwise to be paid by\nLicensee under the terms of this Agreement or (ii) the obligations of Licensee\nunder Sections 6, 10, 12, 13 and 14 hereunder. If Lycos terminates this\nAgreement pursuant to this Section 8, nothing herein shall be construed to\nrelease either party from any obligation that matured prior to the effective\ndate of such termination. In the event of the termination of this Agreement, all\nsublicenses granted hereunder shall terminate, and Lycos may, in its discretion,\noffer licenses to any sublicensee whose sublicense is terminated upon\ntermination of this Agreement.\n\n            8.4 Upon the termination of this Agreement, Lycos will grant to\nLicensee a reasonable grace period (not to exceed ninety (90) days) for winding\nup activities in which Licensee and Permitted Sublicensees are engaged pursuant\nto the rights and licenses granted by Lycos under this Agreement.\n\n      9. Warranties; Disclaimer; Exclusive Remedy.\n\n            9.1 LYCOS WARRANTS THAT THE LICENSED SOFTWARE FURNISHED HEREUNDER\nWILL FUNCTION SUBSTANTIALLY AS SET FORTH IN THE ON-LINE DOCUMENTATION FURNISHED\nTO THE LICENSEE IN CONNECTION WITH THIS AGREEMENT, AND THAT THE LICENSED\nSOFTWARE AND THE LICENSED DATABASE HAVE THE SAME FEATURES AND FUNCTIONS (AND IN\nTHE CASE OF THE LOCAL CATALOG SUBSTANTIALLY THE SAME FEATURES AND FUNCTIONS) AS\nTHE LICENSED SOFTWARE AND LICENSED DATABASE BEING OFFERED BY LYCOS THROUGH THE\nLYCOS SEARCHSERVICE. THIS IS A LIMITED WARRANTY AND, EXCEPT FOR THE\nREPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, IT IS THE ONLY\nWARRANTY MADE BY LYCOS HEREUNDER. SUBJECT TO AND EXCEPT FOR THE FOREGOING, LYCOS\nMAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AS TO ANY MATTER\nINCLUDING, BUT NOT LIMITED TO, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR\nMERCHANTABILITY, OR EXCLUSIVITY, OR RESULTS OBTAINED FROM USE OF ANY\nINTELLECTUAL PROPERTY DEVELOPED UNDER THIS AGREEMENT. IF ANY MODIFICATIONS ARE\nMADE TO THE LICENSED SOFTWARE BY LICENSEE WITHOUT THE EXPRESS WRITTEN CONSENT OF\nLYCOS THIS WARRANTY\n\n\n                                      B-13\n\n\nSHALL IMMEDIATELY TERMINATE. LICENSEE MUST NOTIFY LYCOS IN WRITING WITHIN NINETY\n(90) DAYS OF DELIVERY OF THE LICENSED SOFTWARE OF ANY DEFECT IN SUCH SOFTWARE.\n\n            9.2 NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR INDIRECT,\nSPECIAL OR CONSEQUENTIAL DAMAGES SUCH AS LOSS OF PROFITS OR INABILITY TO USE\nSAID LICENSED SOFTWARE OR ANY APPLICATIONS THEREOF.\n\n            9.3 LICENSEE AGREES THAT IT WILL NOT MAKE ANY WARRANTY ON BEHALF OF\nLYCOS, EXPRESSED OR IMPLIED TO ANY PERSON CONCERNING THE APPLICATION OF OR THE\nRESULTS TO BE OBTAINED WITH THE TECHNOLOGY UNDER THIS AGREEMENT.\n\n            9.4 LYCOS' SOLE OBLIGATION AND LICENSEE'S SOLE REMEDY UNDER THE\nLIMITED WARRANTY CONTAINED IN SECTION 9 IS THAT LYCOS WILL USE COMMERCIALLY\nREASONABLE EFFORTS TO REPAIR OR REPLACE THE LICENSED SOFTWARE AND THE LICENSED\nDATABASE IF THEY DO NOT CONFORM TO THIS WARRANTY. LICENSEE AGREES THAT LYCOS'\nSOLE LIABILITY HEREUNDER ARISING OUT OF ANY THEORY OF CONTRACT, NEGLIGENCE,\nSTRICT LIABILITY IN TORT OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY BREACH\nOF LYCOS' REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, SHALL NOT\nEXCEED THE SUM OF FIVE HUNDRED THOUSAND U.S. DOLLARS (U.S.$ 500,000).\n\n      10. Infringement.\n\n            10.1 If any unmodified Licensed Software provided to Licensee by\nLycos is alleged or held to infringe a proprietary right of a third party, Lycos\nshall, at its own expense, and in its sole discretion, (1) procure for Licensee\nand the end-users or customers of Licensee the right to continue to use the\nallegedly infringing Licensed Software; (2) replace or modify the Licensed\nSoftware to make it non-infringing; or (3) if neither of the remedies described\nin (1) and (2) are commercially reasonable, (3) terminate this Agreement and\naccept the return of the Licensed Software and related documentation.\n\n            10.2 Lycos shall defend, at its own expense (or in Lycos'\ndiscretion, settle), indemnify and hold the Licensee harmless from and against\nany loss, injury, demand, cost, expense or claim (including reasonable\nattorneys' fees) arising out of any allegation that the Licensed Software\ninfringes any patents, copyrights, trade secrets or other proprietary rights of\nany third party (\"Claim of Infringement\"), provided that the Licensee timely\nnotifies Lycos in writing of any such claim, provided that failure to timely\nnotify Lycos shall not constitute a defense unless Lycos is harmed as a result.\n\n\n                                      B-14\n\n\n            10.3 Licensee acknowledges and agrees that Lycos makes no\nrepresentation or warranty with respect to the Licensed Marks, and Lycos shall\nhave no obligations hereunder for indemnification or otherwise arising out of or\nbased upon Licensee's use of the Licensed Marks.\n\n      11. Marketing Efforts of Licensee. As a material condition to this\nAgreement, Licensee shall use its best efforts to market and promote the\ncommercial exploitation of Lycos Japan in the Territory, and to sell advertising\nand promotional services in Lycos Japan.\n\n      12. Costs.\n\n            12.1 Except as may be otherwise expressly provided in this\nAgreement, each party shall bear its own costs and expenses in carrying out its\nobligations under this Agreement.\n\n            12.2 All amounts payable by either party to the other party under\nthis Agreement shall be due and payable within thirty (30) days of the date of\ninvoice. If any payment is not received within thirty (30) days of the date of\ninvoice, interest will be imposed on such amount at a rate of interest per annum\nequal to five percent (5%) above the Prime Rate from the day such amount was\ndue.\n\n      13. Confidentiality. For so long as this Agreement remains in effect and\nfor a period of three (3) years after any termination of this Agreement, each\nparty shall keep strictly confidential and not disclose, use, divulge, publish\nor otherwise reveal, directly or through another Person, (A) any confidential,\nnon-public information of a subsidiary of the other party which was disclosed\npursuant to this Agreement, or (B) any confidential, non-public information\nrelating to the business of the other party and obtained as a result of the\npreparation and negotiation of this Agreement, the performance by the parties of\ntheir obligations hereunder, or the joint conduct by the parties of activities\npursuant to this Agreement including, but not limited to, documents and\/or\ninformation regarding customers, costs, profits, markets, sales, products,\nproduct development key personnel, pricing policies, operational methods,\ntechnology, know-how, technical processes, formulae, or plans for future\ndevelopment of or concerning the other party (collectively, \"Confidential\nInformation\"), except as may be necessary for the directors, employees or agents\nof its and its Affiliates to perform their respective obligations under this\nAgreement or in connection with filings with Governmental Bodies as required\nunder applicable law, including, in the case of Lycos, the rules and regulations\npromulgated under the Securities Exchange Act of 1934; provided that neither\nparty shall make any disclosure required under applicable law before providing\nthe other party with a reasonable opportunity to seek a protective order. Each\nparty shall cause any Persons receiving information in accordance with the terms\nhereof to retain it in confidence. Upon termination of this Agreement, each\nparty shall either destroy or return to the other all memoranda, notes, records,\nreports and other documents (including all copies thereof) relating to the\nConfidential Information of the other party and the Joint\n\n\n                                      B-15\n\n\nEntities which such Information of the other party and the Joint Entities which\nsuch party may then possess or have under its control (except information owned\nby a Joint Entity which such party continues to own after such termination).\nNotwithstanding the foregoing, the following shall not constitute Confidential\nInformation: (w) information which was already otherwise known to the recipient\nat the time of its receipt in connection with this Agreement, (x) information\nwhich is or becomes freely and generally available to the public through no\nwrongful act of the recipient, (y) information which is rightfully received by\nthe recipient from a third party legally entitled to disclose such information\nwithout breach by the recipient of this Agreement or (z) in connection with\nlegal action initiated by a party to enforce rights under this Agreement,\nprovided that adequate safeguards (such as protective orders) are maintained.\n\n      14. Breach. No acquiescence in any breach of this Agreement by either\nparty shall operate to excuse any subsequent or prior breach.\n\n      15. Prior Agreement. This Agreement supersedes all previous agreements\nrelating to the subject matter hereof, whether oral or in a writing, and\nconstitutes the entire agreement of the parties hereto and shall not be amended\nor altered in any respect except in a writing executed by the parties.\n\n      16. Governing Law\n\n            16.1 This Agreement, and the rights and liabilities of the parties\nhereunder, shall be governed by the substantive laws of the State of New York,\nUnited States of America, to the exclusion of its rules of conflict of laws.\n\n            16.2 In the event any dispute arises among the parties, or any of\nthem, which 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, unless\notherwise agreed by the parties to the dispute, shall be held in New York, New\nYork. Any arbitration award rendered in any such arbitration proceeding may be\nentered in and enforced by any court of competent jurisdiction.\n\n            16.3 Any arbitration proceedings hereunder shall be held in Boston,\nMassachusetts, U.S.A. All such proceedings and all communications (written or\noral) including, without limitation, any evidence submitted to the arbitral\ntribunal, shall be in the English language or shall be accompanied by a\ncertified English translation.\n\n            16.4 At the request of a party, the tribunal may issue any\nprovisional orders or take all the interim measures it deems necessary. The\ntribunal shall have the power to\n\n\n                                      B-16\n\n\norder that neither party shall take any action inconsistent with the Agreement\nand shall continue to perform under the Agreement for the time the arbitration\nprocedure is pending.\n\n            16.5 The parties further agree that the ruling and award of the\narbitral tribunal will be final and binding to the maximum extent allowed by the\nlaws applied to this Agreement.\n\n            16.6 This agreement to arbitrate shall be without prejudice to the\nright of the parties to seek preliminary injunctive, interim, provisional or any\nform of provisional equitable relief in any court or any judicial authority\nwhich has jurisdiction over the parties and\/or the subject matter of the\ncontroversy.\n\n      17. Notices. All notices, requests, demands and other communications\nhereunder shall be in writing in English and shall be deemed to have been duly\ngiven (except as may otherwise be specifically provided herein to the contrary):\n(i) if delivered by hand to the party to whom said notice or other communication\nshall have been directed, upon such receipt; (ii) if mailed by certified or\nregistered mail with postage prepaid, return receipt requested, on the third\nbusiness day after mailing; or (iii) if transmitted by telefax, on the date of\nthe transmission, with such transmittal followed by delivery of a confirmation\ncopy via one of the other methods set out herein. All notices shall be addressed\nas set forth below or to any other address such party shall notify to the other\nparty in accordance with this Section:\n\n           If to Lycos:     Lycos, Inc.\n                            500 Old Connecticut Path\n                            Framingham,MA 01701-4570\n                            Attention: Chief Financial Officer\n                            Telephone: (508) 424-0400\n                            Facsimile: (508) 820-4499\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 Japan K.K.\n                            ________________________________\n                            ________________________________\n                            Attention: _____________________\n                            Telephone: _____________________\n                            Facsimile: _____________________\n\n\n                                      B-17\n\n\n      18. Assignment. Licensee shall neither assign nor transfer this Agreement\nor any interest herein, or enter into any merger agreement effectively\ntransferring this Agreement to another party, without the prior written consent\nof Lycos, except that Licensee may sublicense the Licensed Properties to\nPermitted Sublicensees as provided herein. Lycos may not assign this Agreement\nand\/or subcontract its performance hereunder to any third party, except that\nthis restriction shall not apply with respect to any assignment or subcontract\nbetween Lycos and any Affiliate of Lycos, provided that Lycos unconditionally\nguaranties to Licensee the due and punctual performance by such Affiliate of\nLycos' obligations under this Agreement, or in connection with any sale of all\nor a substantial portion of the business or assets of Lycos, whether by a sale\nof assets, a merger or otherwise.\n\n      19. Non-Competitive Use; Dealing With Competitors. Licensee shall not use,\nsell, license, sublicense or otherwise transfer any of the Licensed Properties\nexcept as authorized under this Agreement. Licensee shall not copy, reverse\ncompile, disassemble, or reverse engineer any portion of Licensed Software or\nLicensed Database or use them to provide products or services competitive to\nLicensed Software or Licensed Database or to assist or allow others to do any\nsuch act as set forth in this Section 19. During the Term and for a period of\nthree (3) years thereafter, Licensee shall not establish or operate, or assist\nany other person to establish or operate, in or for the Territory a World Wide\nWeb search or directory service using web-crawler and spidering technology,\nwhich service is substantially similar to Lycos Japan.\n\n      20. Representations. Lycos and Licensee represent and warrant the\nfollowing to each other:\n\n            (a) Neither the execution and delivery by it of this Agreement nor\nthe consummation of the transactions contemplated hereby, violates any law or\nregulation or conflict with, or results in a breach of or default under any\nagreement, license, instrument, judgment, decree or order to which it is a party\nor by which it is bound, where such violation, conflict, or breach would have a\nmaterial adverse effect on such party's financial condition or operations or\nability to fulfill its obligations under this Agreement.\n\n            (b) No approval or consent of any governmental agency or\ninstrumentality is required for the authorization, execution, or delivery by it\nof this Agreement.\n\n            (c) Neither this Agreement nor any document or certificate furnished\nby such party pursuant to this Agreement contains any untrue statement of a\nmaterial fact or omits to state a material fact necessary in order to make the\nstatements contained herein and therein no misleading.\n\n            (d) The execution and delivery of this Agreement and the performance\nby such party of its obligations hereunder are within such party's corporate\npower have been duly\n\n\n                                      B-18\n\n\nauthorized by proper corporate action on the part of such party and are not in\nviolation of the organizational documents of such party.\n\n      21. Construction; Captions; Exhibits.\n\n            21.1 The terms and provisions of this Agreement and the wording used\nherein shall in all cases be interpreted and construed simply in accordance with\ntheir fair meanings and not strictly for or against any party hereto.\n\n            21.2 The captions at the headings of each Section of this Agreement\nare for convenience of reference only, and are not intended to be used or\napplied to describe, interpret, construe, define or limit the scope, extent,\nintent or operation of this Agreement or of any term or provision hereof.\n\n            21.3 All appendixes, exhibits and schedules are hereby incorporated\nby reference and are part of this Agreement as if expressly set forth at length\nherein.\n\n      22. Severability. If any provision of this Agreement shall be held to be\nincomplete, illegal, invalid or unenforceable, or if it becomes necessary to\namend the Agreement in order to comply with an administrative or governmental\norder, the remaining provisions of the Agreement shall stay in force and the\nunenforceable, void or incomplete provision shall be replaced by a valid\nprovision or amendment reflecting the economic and business objectives of the\noriginal Agreement as best as possible, provided however, that if any\nreplacement provision or amendment would lead to a change in the fundamental\neconomic and business terms of this Agreement, each party shall have the right\nto terminate this Agreement in accordance with Section 8 of this Agreement.\n\n      23. Conformity With Local Law. The parties covenant and agree that this\nAgreement shall be amended to the extent necessary to provide each party with\nthe full benefit of the confidentiality provisions and the remedies provided\nunder this Agreement. The parties agree to amend this Agreement and to negotiate\nin good faith supplemental agreements with each other or with governmental\nauthorities as may be required to cause this Agreement to comply with applicable\nlaws of Japan, including, without limitation, data protection laws, and as may\nbe necessary to give full effect to the intent of the parties as stated herein.\nNotwithstanding anything to the contrary contained in this Section 23, this\n\n\n                                      B-19\n\n\nAgreement shall be modified to the extent necessary to protect the rights of\nLycos and Licensee in their property under the laws of Japan as determined by\nthe parties in their reasonable discretion.\n\n      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed in duplicate counterparts, each of which shall be deemed to\nconstitute an original, effective as of the date first above written.\n\n\n                         LYCOS, INC.,\n                         a corporation organized under the laws of Delaware, USA\n\n                         By:\n                              -----------------------------------\n                         Its:\n                              -----------------------------------\n\n\n                         LYCOS JAPAN K.K.,\n                         a kabushiki kaisha organized under the laws of Japan\n\n                         By:\n                              -----------------------------------\n                         Its:\n                              -----------------------------------\n\n\n                                      B-20\n\n\n                                  ATTACHMENT A\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                                      B-21\n\n\n                                    EXHIBIT C\n\n                              SHAREHOLDER AGREEMENT\n\n      THIS SHAREHOLDER AGREEMENT is made and entered into as of _______, 1998 by\nand among LYCOS, INC. (\"Lycos\"), a corporation organized under the laws of the\nState of Delaware, United States of America, SUMITOMO CORP. (\"Sumitomo\"), a\nkabushiki kaisha organized under the laws of Japan, and INTERNET INITIATIVE\nJAPAN, INC. (\"IIJ\"), a kabushiki kaisha organized under the laws of Japan.\nLycos, Sumitomo and IIJ are sometimes referred to individually herein as a\n\"Shareholder\" and collectively as the \"Shareholders.\"\n\n                                    RECITALS\n\n      A. The Shareholders are parties to a Joint Venture Agreement dated as of\nMarch 5, 1998 (the \"Joint Venture Agreement\").\n\n      B. Lycos and Lycos Japan K.K. (the \"Company\"), a kabushiki kaisha\norganized under the laws of Japan, have entered into a License Agreement dated\nas of _______, 1998 (the \"License Agreement\").\n\n      C. As of the date hereof, Lycos is the sole shareholder of the Company.\nThe Company is authorized to issue [***] shares of stock, all of which is of one\nclass and has a par value of [***] per share (collectively, the \"Stock\"). Lycos\nis the owner of [***] shares of stock.\n\n      D. Pursuant to and subject to the terms and conditions of the Joint\nVenture Agreement, additional shares of Stock (the \"Additional Shares\") are to\nbe issued to Sumitomo and IIJ such that, after the issuance of the Additional\nShares, the Shareholders will own the number of shares of Stock set forth below\nbeside their respective names:\n\n                      Shareholder         Number of Shares\n                      -----------         ----------------\n\n                      [***]                    [***]\n                      [***]                    [***]\n                      [***]                    [***]\n\n      E. The execution of this Agreement is a condition precedent to the\nissuance of the Additional Shares pursuant to the Joint Venture Agreement.\n\n      NOW, THEREFORE, the parties to this Agreement hereby agree as follows:\n\n*** A CONFIDENTIAL PORTION OF THE MATERIAL HAS BEEN OMITTED AND FILED \nSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.\n\n                                      C-1\n\n\n      1. Voting and Mangement.\n\n            1.1 Election of Directors. Each Shareholder hereby agrees that, for\nso long as this Agreement is in effect, such Shareholder shall vote (or cause to\nbe voted) the shares of Stock owned beneficially or of record by such\nShareholder for the election of directors to the Board of Directors of the\nCompany such that the Board of Directors shall consist of two directors\ndesignated by Lycos, two directors designated by Sumitomo, and one director\ndesignated by IIJ.\n\n            1.2. Removal of Directors. Any director elected as a Lycos designee\nmay only be removed with the consent of Lycos, any director elected as a\nSumitomo designee may be only be removed with the consent of Sumitomo, and any\ndirector elected as an IIJ designee may only be removed with the consent of IIJ.\n\n            1.3 Voting Requirements. Except as may be otherwise provided in the\nArticles of Incorporation of the Company or required by applicable law, and\nsubject to Section 1.4, the required vote for any approval by the shareholders\nof the Company shall be a majority of the shares represented and entitled to\nvote at a duly constituted meeting of shareholders at which a quorum is present,\nand the required vote for any approval by the board of directors of the Company\nshall be a majority of the directors present at a duly constituted meeting of\nthe board of directors at which a quorum is present.\n\n            1.4 Major Matters. Notwithstanding Section 1.3, the following\nmatters shall require the approval of the shareholders of the Company by an\naffirmative vote of not less than sixty six and two-thirds percent (66-2\/3%) of\nthe issued and outstanding stock of the Company:\n\n                  (a) amendment or repeal of the Articles of Incorporation;\n\n                  (b) liquidation, winding-up, dissolution or commencement of\nany bankruptcy or other similar proceeding;\n\n                  (c) merger, consolidation, reorganization, recapitalization,\nand 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\n(Yen)10,000,000 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\n                                      C-2\n\n\n            (h) approval of annual business plan (including annual budget and\nmarketing plans, distribution plans and pricing policies), and any major\nmodifications 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 borrowed under\nthe [***] revolving loan facility to be made available to the Company by\nSumitomo or an affiliate of Sumitomo pursuant to Section 4 of the Joint Venture\nAgreement (the \"Sumitomo Facility\"), and except for any funds borrowed in the\nordinary course of business and individually or in the aggregate not exceeding\n[***];\n\n            (m) the sale, transfer (other than by sublicense as permitted under\nthe License Agreement), or encumbrance of any interest in intellectual property\nrights, and the selection or designation of sublicensees to which sublicenses\nwill be granted pursuant to the License Agreement;\n\n            (n) any changes or modifications by the Company of or to any of the\ntechnology licensed to the Company by Lycos, except as expressly permitted by\nand made in accordance with the License Agreement;\n\n            (o) any material transaction between the Company and any of its\nshareholders (other than pursuant to the License Agreement or the Sumitomo\nFacility);\n\n            (p) any material transaction by which the Company incurs or\nundertakes any financial obligation in excess of (Yen)50,000,000; or\n\n            (q) removal of officers or statutory auditors.\n\n            1.5 Applicable Legal Requirements. Nothing contained in Section 1.4\nrelieves the Company or the Shareholders from compliance with applicable law as\nto requirements for shareholder or board approvals with respect to any of the\nmatters set forth in Section 1.4.\n\n            1.6 Voting. The Shareholders shall exercise their voting rights and\npowers as shareholders of the Company, and shall otherwise cooperate, to fully\neffect the purposes and implement the provisions of this Agreement.\n\n\n                                      C-3\n\n\n            1.7 Transfer of Certain Shares of Sumitomo to NTT. For a period of\none year from and after the date of this Agreement, Sumitomo shall have the\nright to transfer to Nippon Telegraph and Telephone Corp., a kabushiki kaisha\norganized under the laws of Japan (\"NTT\"), 625 shares of its shares of Stock\nfree of any of the transfer restrictions set forth in this Agreement, provided\nthat prior to or in connection with any such transfer NTT delivers to each of\nthe parties to this Agreement its written undertaking, in form and substance\nsatisfactory to all of such parties, to be bound by all of the terms and\nprovisions of this Agreement as though NTT were originally party hereto. At the\nrequest of Sumitomo, the Shareholders shall cooperate as necessary to obtain the\napproval of the Board of Directors of the Company to the transfer permitted by\nthis Section 1.7.\n\n      2. Restrictions on Transfer. No Shareholder may voluntarily transfer,\nsell, assign, pledge, hypothecate, encumber or otherwise dispose of any or all\nof the Stock now owned or hereafter acquired by such Shareholder without the\napproval of the Board of Directors of the Company with respect to the identity\nof the transferee as required by the Articles of Incorporation of the Company.\nAny offer to transfer, or any attempted or purported transfer, of any Stock in\nviolation 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 3.8, 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, such Offering Shareholder shall give to each of\nthe other Shareholders (each such other Shareholder, an \"Offeree\") a written\nnotice (\"Offeror Notice\") of the Offering Shareholder's intention to make such\nTransfer, which Offeror Notice shall set forth all of the terms and conditions\nof the proposed Transfer, including without limitation (a) the name, identity\nand address of the proposed transferee (the \"Proposed Transferee\"), (b) the\nnumber of shares of Stock to be Transferred (the \"Offered Shares\") and (c) the\nconsideration for the Transfer. The Offoror Notice shall contain an offer to\nmake a Transfer of the Offered Shares to the Offerees on the terms and\nconditions of the proposed Transfer described in the Offeror Notice and in\naccordance with the terms and conditions of this Agreement.\n\n            3.3. Offeree Notice. Within thirty (30) days after the Offeror\nNotice is duly given, each Offeree shall give written notice (\"Offeree Notice\")\nto the Company and the Offering Shareholder specifying the maximum number of\nshares of Stock that such Offeree wishes to acquire upon the terms and\nconditions of the proposed Transfer set forth in the Offeror Notice. For the\npurpose of this Section 3.3, an Offeree that does not deliver an Offeree Notice\nwithin the time required by this Section 3.3 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\n                                      C-4\n\n\n            3.4 Allocation of Shares. The Offering Shareholder shall be bound to\nmake a Transfer to each Offeree and each Offeree shall be bound to acquire from\nthe Offering Shareholder that number of Offered Shares as is determined in\naccordance with the following:\n\n                  (a) Each Offeree shall be entitled to purchase a number of\nOffered Shares equal to the lesser of (i) the number of shares of Stock\nspecified in such Offeree's Offeree Notice or (ii) the total number of Offered\nShares multiplied by a fraction, the numerator of which is the number of shares\nof Stock held by such Offeree and the denominator of which is the aggregate\nnumber of shares of Stock held by all of the Offerees to whom Stock is being\nallocated pursuant to this Section 3.4(a).\n\n                  (b) If any Offered Shares remain unallocated after the\napplication of Section 3.4(a), then the Offering Shareholder shall give the\nOfferees a second notice (\"Second Offeror Notice\"), which shall set forth the\nnumber of unallocated Offered Shares, and, within fifteen (15) days after such\nSecond Offeror Notice is duly given, each Offeree shall give written notice\n(\"Second Offeree Notice\") to the Company and the Offering Shareholder specifying\nthe maximum number of Offered Shares that such Offeree wishes to acquire. The\nprocedure specified in Section 3.4(a) shall thereupon be reapplied (and each\n\"Second Offeree Notice\" shall be deemed an \"Offeree Notice for purposes of\nreapplying Section 3.4(a)) to allocate any unallocated Offered Shares among\nOfferees desiring to acquire additional Offered Shares. For the purpose of this\nSection 3.4(b), an Offeree that does not deliver a Second Offeree Notice within\nthe time required by this Section 3.4(b) shall be deemed to have provided a\nSecond Offeree Notice on the last day on which a Second Offeree Notice may be\nprovided specifying no interest in acquiring additional Offered Shares.\n\n            3.5 Transfer by Offering Shareholder. If any Offered Shares remain\nunallocated after the application of Section 3.4(a) and 3.4(b), then, subject to\nSection 3.7 below, the Offering Shareholder shall be permitted, for a period of\nthirty (30) days from receipt by the Company of the last Second Offeree Notice,\nto make a Transfer of all such Offered Shares to the Proposed Transferee on the\nterms and conditions set forth in the Offeror Notice. If the Offering\nShareholder does not make such Transfer of the Offered Shares within such thirty\n(30) day period, then any subsequent proposed Transfer of the Offered Shares\nshall again be subject to all of the terms and provisions of this Section 3.\n\n            3.6 Acquisition and Transfer. The closing of any acquisition of\nOffered 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 by the Company of the last Second Offeree Notice or\nOfferee Notice, as the case may be, unless another date is mutually agreed upon\nby the parties participating in the closing. At the closing of any Transfer of\nOffered Shares under this Section 3.6, the Offering Shareholder shall deliver to\nany Shareholder acquiring any of such Offered Shares, a certificate or\ncertificates representing the Offered Shares being acquired, duly endorsed, or\naccompanied by assignments separate from certificate, and in proper form and\norder for transfer, against receipt of the consideration, and the Shareholder\nacquiring such Offered Shares shall take all actions and execute and deliver to\nthe Offering Shareholder all instruments\n\n\n                                      C-5\n\n\nand documents as may be necessary or desirable to consummate the acquisition and\nTransfer of the Offered Shares in compliance with all applicable laws and\nregulations.\n\n            3.7 Obligations of Transferees. Each transferee and each subsequent\ntransferee of any shares of Stock, or of any interest in such shares of Stock,\nshall hold such shares of Stock or interest therein subject to all of the\nprovisions 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            3.8 Transfers to Affiliates. The provisions of this Section 3 (other\nthan Section 3.7) 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 provided that the transferee affiliate has agreed to\nassume all of the obligations of the transferor under this Agreement and to be\nbound by all of the provisions of this Agreement.\n\n            3.9 Obligations of Company. The Company shall not be required (a) to\ntransfer on its books any shares of Stock that have been sold or otherwise\ntransferred in violation of any of the provisions of this Agreement, or (b) to\ntreat any purported transferee of such shares of Stock as the owner thereof or\nto accord to such purported transferee the right to vote such shares of Stock as\nthe holder thereof or to receive dividends thereon.\n\n      4. Material Defaults and Accumulated Losses.\n\n            4.1 Material Defaults. In the event that (i) Lycos materially\nbreaches or defaults in the performance of its obligations under this Agreement,\nthe Joint Venture Agreement or the License Agreement, or (ii) Sumitomo\nmaterially breaches or defaults in the performance of its obligations under this\nAgreement or the Joint Venture Agreement, or (iii) Sumitomo or its affiliate\nmaterially breaches or defaults in the performance of its obligations under the\nloan agreement to be entered into with the Company to implement the Sumitomo\nFacility as contemplated by the Joint Venture Agreement (the \"Loan Agreement\"),\nand any such breach or default is not cured within ninety (90) days after\nwritten notice of such default is given by the non-breaching party to the\nbreaching party, then the non-breaching party shall have the right, at its\noption and without prejudice to any other rights and remedies it may have, to:\n\n                  (a) elect to dissolve the Company by giving written notice\nthereof to the breaching party, in which case the breaching party agrees to join\nwith the non-breaching party to take all such steps as may be necessary to\ndissolve the Company, it being agreed between Sumitomo and Lycos that the\nbreaching party shall have the right to vote the shares of the non-\n\n\n                                      C-6\n\n\nbreaching party in favor of dissolution if the non-breaching party fails to take\naction as required under this paragraph (a); or\n\n                  (b) elect to terminate this Agreement by written notice\nthereof to the breaching party, in which case this Agreement, the Joint Venture\nAgreement, the License Agreement and the funding commitment under the Loan\nAgreement shall automatically terminate notwithstanding any provision to the\ncontrary in this Agreement, the Joint Venture, the License Agreement or the Loan\nAgreement.\n\nFor purposes of this Section 4.1, the commencement of a bankruptcy or other\nsimilar proceeding by or against Lycos or Sumitomo which is not dismissed within\nninety (90) days shall be deemed a material breach of or default under this\nAgreement by Lycos or Sumitomo, respectively.\n\n            4.2 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, any of the Shareholders may, by\nwritten notice given within thirty (30) days after receipt of such balance\nsheet, require all of the Shareholders to meet at a location agreeable to all of\nthe Shareholders to discuss the appropriate steps to be taken with respect to\nthe financial situation of the Company. Such meeting of Shareholders shall be\nheld within thirty (30) days after any such notice is given. If the Shareholders\ncannot reach agreement within thirty (30) days after the date of such meeting on\nthe appropriate steps to be taken, any Shareholder may thereafter propose, by\nwritten notice given to the other Shareholders, that the Company dissolve and,\nconcurrently with giving such notice, shall offer to sell its Stock at a price\ndetermined on the basis of the net worth of the Company. If the other\nShareholders, or any of them, do not agree within thirty (30) days after the\ngiving of such notice to purchase all of such Stock and assume all of the\nobligations (if any) of the offering Shareholder to provide financial assistance\nto the Company, then all of the Shareholders shall take such steps as may be\nnecessary to dissolve the Company.\n\n      5. Representations and Warranties. Each Shareholder represents and\nwarrants to the other Shareholders 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      6. Termination.\n\n\n                                      C-7\n\n\n            6.1 Termination. This Agreement shall terminate upon the occurrence\nof any of the following events:\n\n                  (a) the voluntary written agreement of all of the Shareholders\n(or, as applicable, their successors in interest) to terminate this Agreement;\n\n                  (b) the dissolution, bankruptcy or insolvency of the Company;\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 means\nof merger or consolidation resulting in the exchange of any Stock for securities\nissued, or caused to be issued, by the acquiring entity; or\n\n                  (e) at such time after the issuance of the Additional Shares\nas only one Shareholder remains.\n\n            6.2 Surrender. Upon termination of this Agreement, all persons\nholding Stock subject to the provisions of this Agreement shall surrender to the\nCompany the certificates for such Stock, and the Company shall issue in lieu\nthereof new certificates.\n\n      7. Miscellaneous.\n\n            7.1 Effective Date. This Agreement shall be effective as of the date\nof the issuance of the Additional Shares. The effectiveness of this Agreement\nshall be conditioned upon the issuance of all of the Additional Shares.\n\n            7.2 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 telecopier (with confirmation by mail), in each case addressed\nas follows:\n\n                 If to Lycos:     Lycos, Inc.\n                                  500 Old Connecticut Path\n                                  Framingham, MA 01701-4570\n                                  Attention:  Chief Financial Officer\n                                  Telephone: (508) 424-0400\n                                  Facsimile: (508) 820-4499\n\n\n                                      C-8\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 Sumitomo:  Sumitomo Corp.\n                                  1-2-2 Hitotsubashi, Chiyoda-ku\n                                  Tokyo, 100-8601, Japan\n                                  Telephone: 03-3217-7021\n                                  Facsimile: 03-3217-7029\n\n                 If to IIJ:       Internet Initiative Japan, Inc.\n                                  Takebashi Yasuda Bldg.\n                                  3-13 Kanda, Nishiki-cho, Chiyoda-ku\n                                  Tokyo, 101, Japan\n                                  Telephone:\n                                  Facsimile:\n\nAny party may change its address or telecopier number for notice purposes by\nnotice given to the other parties in accordance with this Section 7.2.\n\n            7.3 Assignment. No party's rights, duties or responsibilities under\nthis 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 provided that the assigning party unconditionally\nguarantees to the other parties to this Agreement the due and punctual\nperformance by such affiliate of such party's obligations under this Agreement.\n\n            7.4 Entire Agreement. This Agreement constitutes the entire contract\nbetween 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            7.5 Severability. If any provision of this Agreement is held by a\ncourt of competent jurisdiction to be unenforceable, invalid or void in any\nrespect, no other provision of\n\n\n                                      C-9\n\n\nthis Agreement shall be affected thereby, all other provisions of this Agreement\nshall nevertheless be carried into effect and the parties shall amend this\nAgreement to modify the unenforceable, invalid or void provision to give effect\nto the intentions of the parties to the extent possible in a manner which is\nvalid and enforceable.\n\n            7.6 Specific Performance. Each party hereto may obtain specific\nperformance to enforce its rights hereunder and each party acknowledges that\nfailure to fulfill such party's obligation to the other parties hereto would\nresult in irreparable harm.\n\n            7.7 Remedies and Waivers. All rights and remedies of the parties are\nseparate and cumulative, and no one of them, whether exercised or not, shall be\ndeemed to be to the exclusion of or to limit or prejudice any other rights or\nremedies which the parties may have. The parties shall not be deemed to waive\nany of their rights or remedies under this Agreement, unless such waiver is in\nwriting and signed by the party to be bound. No delay or omission on the part of\nany party in exercising any right or remedy shall operate as a waiver of such\nright or remedy or any other right or remedy. A waiver on any one occasion shall\nnot be construed as a bar to or waiver of any right or remedy on any future\noccasion.\n\n            7.8 Arbitration. In the event any dispute arises among the parties,\nor any of them, which cannot be amicably resolved, such dispute shall be\nsubmitted 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, unless otherwise agreed by the parties to the dispute, shall be\nheld in Paris. Any arbitration award rendered in any such arbitration proceeding\nmay be entered in and enforced by any court of competent jurisdiction.\n\n            7.9 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 Japan.\n\n            7.10 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            7.11 Headings. The headings contained in this Agreement are for\nconvenience 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            7.12 Counterparts and Facsimile. This Agreement may be executed in\ncounterparts, each of which shall constitute an original, but all of which\ntogether shall constitute one and the same agreement. Transmission of facsimile\ncopies of signed original signature pages of this Agreement shall have the same\neffect as delivery of the signed originals.\n\n\n                                      C-10\n\n\n            7.13 Translation. For the convenience of the parties, one or more\nJapanese translations of this Agreement may be prepared. Notwithstanding the\npreparation or existence of any such Japanese translations, the English language\nversion of this Agreement shall be controlling.\n\n            7.14 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 third\nparty beneficiary under or in respect of this Agreement.\n\n            7.15 Binding Effect. Subject to Section 7.3, this Agreement shall be\nbinding upon and shall inure to the benefit of the parties and their respective\nsuccessors 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 Delaware, USA\n\n                        By:\n                             ---------------------------------------------\n                        Its:\n                             ---------------------------------------------\n\n                        SUMITOMO CORP.,\n                        a kabushiki kaisha organized under the laws of Japan\n\n                        By:\n                             ---------------------------------------------\n                        Its:\n                             ---------------------------------------------\n\n                        INTERNET INITIATIVE JAPAN, INC.,\n                        a kabushiki kaisha organized under the laws of Japan\n\n                        By:\n                             ---------------------------------------------\n                        Its:\n                             ---------------------------------------------\n\n\n                                      C-11\n\n\n                                    AGREEMENT\n\n      THIS AGREEMENT is made as of June 29, 1998 by and among LYCOS, INC.\n(\"Lycos\"), a corporation organized under the laws of the State of Delaware,\nUnited States of America, SUMITOMO CORP. (\"Sumitomo Corp.\"), a kabushiki kaisha\norganized under the laws of Japan, SUMISHO COMPUTER SYSTEMS CORP. (\"SCS\"), a\nkabushiki kaisha organized under the laws of Japan, and INTERNET INITIATIVE\nJAPAN, INC. (\"IIJ\"), a kabushiki kaisha organized under the laws of Japan.\n\n                                    RECITALS\n\n      A. Lycos, Sumitomo Corp. and IIJ are parties to a Shareholders Agreement\ndated as of May 12, 1998 (the \"Shareholders Agreement\").\n\n      B. Sumitomo Corp. owns in excess of 50% of the issued and outstanding\nshares of SCS. Sumitomo Corp. has transferred to SCS 625 shares of Lycos Japan\nK.K. Subsequent to such transfer, the issued and outstanding shares of Lycos\nJapan K.K. are owned beneficially and of record as follows:\n\n                  Shareholder            No. of Shares\n                  -----------            -------------\n                  [***]                  [***]\n                  [***]                  [***]\n                  [***]                  [***]\n                  [***]                  [***]\n\n\n      C. The parties hereto have entered into this Agreement in satisfaction of\nthe requirements of Section 3.8 of the Shareholder Agreement.\n\n      NOW, THEREFORE, the parties to this Agreement hereby agree as follows:\n\n      1. SCS hereby agrees to assume all of the obligations of Sumitomo Corp.\nunder the Shareholders Agreement with respect to the 625 shares of Lycos Japan\nK.K transferred by Sumitomo Corp. to SCS, and to be bound by all of the\nprovisions of the Shareholders Agreement with respect to such shares.\n\n      2. SCS shall be included in the term \"Shareholders\" or \"parties\" for all\npurposes under the Shareholders Agreement, except that the term \"Shareholders\"\nas used in Recital A of the Shareholders Agreement (which is a reference to the\nparties to the Joint Venture Agreement dated as of March 5, 1998 by and among\nLycos, Sumitomo Corp. and IIJ) shall not include SCS.\n\n      3. As used in the Shareholders Agreement, the term \"Sumitomo\" shall apply\nexclusively to Sumitomo Corp., except that the reference to \"Sumitomo\" in\nSection 4.1(ii) shall be deemed a reference to Sumitomo Corp. and SCS as that\nclause relates to their respective obligations.\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      4. For notice purposes under Section 7.2 of the Shareholders Agreement,\ncommunications to SCS shall be addressed as follows:\n\n                     SUMISHO Computer Systems Corp.\n                     10-14 Ryogoku, 2-chome\n                     Sumida-ku, Tokyo, Japan\n                     Telephone:\n                                 -----------------------\n                     Facsimile:\n                                 -----------------------\n\n      5. The Shareholders Agreement shall continue in full force and effect\nwithout amendment or modification except as otherwise expressly amended or\nmodified by this Agreement.\n\n      6. This Agreement constitutes the entire contract among the parties with\nrespect to the subject matter hereof.\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first above written.\n\n\n                      LYCOS, INC.,\n                      a corporation organized under the laws of Delaware, USA\n\n                      By:  \/s\/ Edward M. Philip\n                           ---------------------------------------------\n\n                      Its: COO\n                           ---------------------------------------------\n\n\n                      SUMITOMO CORP., \n                      a kabushiki kaisha organized under the laws of Japan\n\n                      By:  \/s\/ Isao Momota\n                           ---------------------------------------------\n                           Isao Momota\n\n                      Its: General Manager, Information &amp; ---------------------------------------------\n                           Telecommunications Business Dept. No.2\n\n\n                      SUMISHO COMPUTER SYSTEMS CORP.,\n                      a kabushiki kaisha organized under the laws of Japan\n\n                      By:  \/s \/ Masamichi Umezumi\n                           ---------------------------------------------\n                           Masamichi Umezumi\n\n                      Its: Director, Package Integration Dev.\n                           ---------------------------------------------\n\n\n                      INTERNET INITIATIVE JAPAN, INC.,\n                      a kabushiki kaisha organized under the laws of Japan\n\n                      By:  \/s\/ Koichi Suzuki\n                           ---------------------------------------------\n\n                      Its: Koichi Suzuki, President CEO\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-42409","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\/42409","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=42409"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42409"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42409"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42409"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}