{"id":42527,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/marketing-agreement-reuters-newmedia-inc-and-sportsline-usa.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"marketing-agreement-reuters-newmedia-inc-and-sportsline-usa","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/marketing-agreement-reuters-newmedia-inc-and-sportsline-usa.html","title":{"rendered":"Marketing Agreement &#8211; Reuters NewMedia Inc. and SportsLine USA Inc."},"content":{"rendered":"<pre>\n                               MARKETING AGREEMENT\n\nAgreement dated March 12, 1996 by and between REUTERS NEWMEDIA INC., with its\nprincipal office located at 1700 Broadway, New York, New York 10019 (\"Reuters\"),\nand Sportsline USA, Inc. with its principal office at 6340 N.W. 5th Way, Fort\nLauderdale, Florida 33309 (\"Sportsline\").\n\n1.       DEFINITIONS\n\n         1.1.     \"Affiliate\" means, with respect to any given Person, any other\n                  Person directly or indirectly Controlling, Controlled by, or\n                  under common Control with, such Person.\n\n         1.2.     \"AGREEMENT\" means this agreement, as it may be amended from\n                  time to time in accordance with Section 15.6.\n\n         1.3.     \"BUSINESS DAY\" means a day that banks are open for business in\n                  New York City.\n\n         1.4.     \"CONTENT\" means text, information, data, images (still and\n                  moving) and sound recordings.\n\n         1.5.     \"CONTROL\" over a Person means the possession, directly or\n                  indirectly, of the power to direct or cause the direction of\n                  the management and policies of such Person, whether through\n                  the ownership of voting securities or other equity interest,\n                  representation on its board of directors or body performing\n                  similar functions, by contract or otherwise. The terms\n                  \"Controlling\" and \"Controlled\" will have corollary meanings.\n\n         1.6.     \"CUSTOMIZED SITE\" means a version of the Sportsline Service\n                  that is only available to a Reuters Subscriber accessing the\n                  Sportsline Site from a Reuters Product.\n\n         1.7.     \"DAMAGES\" means liabilities, damages, awards, settlements,\n                  losses, claims and expenses, including reasonable attorney's\n                  fees and expenses and costs of investigation.\n\n         1.8.     \"FOREIGN SPORTS SERVICE\" means (a) any Internet service,\n                  including a site on the World Wide Web (other than the\n                  Internet services currently provided by Sportsline), (b) any\n                  wireless service, or (c) any proprietary on-line service, in\n                  each case only to the extent that such service provides sports\n                  news and\/or information targeted at, and is primarily marketed\n                  and sold to persons located in, a specific country or region\n                  outside the United States.\n\n         1.9.     \"INCLUDING\" means including but not limited to.\n\n         1.10.    \"Intellectual PROPERTY RIGHTS\" means any patent, design right,\n                  copyright, trademark, service mark (and any application or\n                  registration respecting the foregoing), database right, trade\n                  secret, know-how and\/or other present or future intellectual\n                  property right of any type, wherever in the world enjoyable.\n\n         1.11.    \"Laws \" means applicable laws, regulations, rules or orders of\n                  any government, administrative authority or court.\n\n\n\n\n\n\n         1.12.    \"Mirror Site \" shall mean an Internet site which contains the\n                  exact form and Content (including identical pages) of a parent\n                  Internet site which (i) is located at a geographic location\n                  distinct from such parent Internet site and (ii) is created\n                  for the purpose of improving performance and accessibility to\n                  such parent Internet site PROVIDED, that the term \"Mirror\n                  Site\" shall not include any Intemet site which is licensed to\n                  or otherwise controlled by an on-line service provider.\n\n         1.13.    \"Person\" means any individual, corporation, limited-liability\n                  company, partnership. firm, joint venture, association,\n                  joint-stock company, trust, or other entity or organization,\n                  including a government or political subdivision or an agency\n                  or instrumentality thereof.\n\n         1.14.    \"Reuters Competitor\" means Dow Jones, Inc., Bloomberg,\n                  Knight-Ridder, Agence France Presse, The Associated Press,\n                  United Press International, Inc., Telerate, Inc., Global\n                  Financial Information Corp., Individual, Inc. or M.A.I.D, and\n                  any entity that is engaged as a significant part of its\n                  business in the provision of financial news and data.\n\n         1.15.    \"Reuters Product\" means any Reuters product or service,\n                  including the Reuters RT.\n\n         1.16.    \"Reuters Subscriber \" means any Person that receives any\n                  Reuters Product.\n\n         1.17.    \"Sportsline Content\" means all Content created by Sportsline\n                  employees and owned exclusively by Sportline, and all Content\n                  provided to Sportsline by third parties that Sportsline is\n                  allowed to redistribute through Reuters without additional\n                  cost or expense to Sportsline for granting such redistribution\n                  rights.\n\n         1.18.    \"Sportsline Site \" means the Sportsline World Wide Web site\n                  that provides sports news, information and related services\n                  located at URL http:\/\/www.sportsline.com and any existing or\n                  future Mirror Sites to such site.\n\n2.       TERM\n\n         2.1.     This Agreement will take effect on March 12, 1996, and, unless\n                  terminated earlier pursuant to Section 14, will terminate on\n                  March 12, 2001 (the \"Term\").\n\n3.       FOREIGN SPORTS SERVICE\n\n         3.1.     For each Foreign Sports Service that Sportsline considers\n                  launching during the Term, it shall provide Reuters with a 60\n                  day exclusive negotiation period, during which Sportsline\n                  shall negotiate only with Reuters with respect to: (a) the\n                  provision of non-United States sports news and information to\n                  be included in such a Service; (b) the branding of such a\n                  Service; and (c) an investment in such a Service, PROVIDED\n                  that Sportsline may also negotiate with other parties approved\n                  by Reuters, which approval shall not be unreasonably withheld.\n                  All such negotiations shall be conducted in good faith between\n                  the parties.\n\n         3.2.     In the event that the parties are unable to reach an agreement\n                  with respect to the Foreign Sports Service, Sportsline may\n                  not, in any event, enter into an agreement with\n\n                                       2\n\n\n\n\n                  another Person on terms that are equivalent to, or less\n                  favorable to Sportsline than, the terms offered by Reuters,\n                  unless Sportsline has offered Reuters a reasonable opportunity\n                  to agree to those terms.\n\n4.       CUSTOMIZED SITE\n\n         4.1.     The parties shall negotiate in good faith an agreement\n                  pursuant to which Sportsline will develop the Customized Site\n                  such that if a Reuters Subscriber accesses the Sportsline\n                  Site, the Customized Site will be displayed. This agreement\n                  shall contain provisions under which Reuters is paid a share\n                  of the revenue from such Customized Site. Sportsline's\n                  obligations are subject to the technological feasibility of\n                  providing the Customized Site.\n\n         4.2.     If Sportsline develops the Customized Site as provided herein,\n                  Sportsline shall not, during the Term, configure the\n                  Sportsline Site to provide a service similar to the Customized\n                  Site to any Reuters Competitor.\n\n5.       USE OF SPORTSLINE CONTENT\n\n         5.1.     Sportsline agrees that it will grant Reuters the exclusive\n                  right to redistribute Sportsline Content within a Reuters\n                  Product as part of a sports news service. The parties shall\n                  negotiate in good faith an agreement setting forth, among\n                  other things, the royalty to be paid by Reuters to Sportsline\n                  for inclusion of the Sportsline Content in a Reuters product\n                  or service. The grant of rights will not prohibit Sportsline\n                  from providing Sportsline Content to the Sportsline Site or\n                  from licensing Sportsline Content to any Web Site or online\n                  services, PROVIDED that such other Web Site or online services\n                  is not owned or operated by a Reuters Competitor, and PROVIDED\n                  further that such Content is not provided by Sportsline as\n                  part of a general sports news service.\n\n         5.2.     Sportsline shall use its best efforts to enter into agreements\n                  with third Person Content providers that permit Sportsline to\n                  grant Reuters the rights of redistribution set forth in\n                  Section 5.1.\n\n6.       SUPPLY OF REUTERS CONTENT\n\n         6.1.     In the event that Sportsline seeks to license Content\n                  specifically related to sports outside the United States for\n                  use in the Sportsline Site or for use in any other Sportsline\n                  venture in the United States, then PROVIDED such Content is\n                  already owned, licensed or produced by Reuters, Sportline\n                  shall provide Reuters with reasonable notice thereof and an\n                  opportunity to make a proposal for the provision of such\n                  Content. Sportsline agrees that if the Reuters proposal is\n                  equivalent to, or better than, a proposal received from a\n                  third Person, Sportsline shall license such Content from\n                  Reuters. Nothing herein shall prohibit Sportsline from\n                  obtaining any content covered by this Section 6.1 from any\n                  third Person to the extent such content is already available\n                  to Sportsline under agreements with such third parties.\n\n7.       LIMITATION OF LIABILITY\n\n                                       3\n\n\n\n\n         7.1.     Neither party will be liable for any failure to perform any\n                  obligation hereunder, or from any delay in the performance\n                  thereof, due to causes beyond its control, including\n                  industrial disputes of whatever nature, acts of God, public\n                  enemy, acts of government, failure of telecommunications, fire\n                  or other casualty.\n\n         7.2.     EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO\n                  WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS AS TO\n                  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER\n                  WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS, WHETHER\n                  EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING.\n                  EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY\n                  WARRANTY, CONDITION, GUARANTY OR REPRESENTATION MADE BY THE\n                  OTHER.\n\n         7.3.     Under no circumstances will either party, its Affiliates or\n                  their respective officers, directors, employees be liable for\n                  any indirect, incidental, special or consequential damages\n                  with respect to each party's obligations under this Agreement,\n                  regardless of whether such damages could have been foreseen or\n                  prevented.\n\n8.       REPRESENTATIONS AND WARRANTIES\n\n         8.1.     Sportsline represents and warrants to Reuters as of the date\n                  hereof that:\n\n                  (a)      The execution, delivery and performance by Sportsline\n                           of this Agreement do not and will not (i) violate the\n                           organizational documents of Sportsline, (ii) violate\n                           any applicable law, rule, regulation, judgment,\n                           injunction, order or decree, or (iii) require any\n                           notice or consent or other action by any Person\n                           under, constitute a default under, or give rise to\n                           any right of termination, cancellation or\n                           acceleration of any right or obligation of Sportsline\n                           or to a loss of any benefit to which Sportsline is\n                           entitled under, any agreement or other instrument\n                           binding upon Sportsline or any license, franchise,\n                           permit or other similar authorization held by\n                           Sportsline.\n\n                  (b)      To the best of Sportsline's knowledge, the Sportsline\n                           Content to be provided to Reuters hereunder does not\n                           violate the Intellectual Property Rights of any third\n                           Person.\n\n         8.2.     Reuters hereby represents and warrants to Sportsline as of the\n                  date hereof that:\n\n                  (a)      The execution, delivery and performance by Reuters of\n                           this Agreement do not and will not (i) violate the\n                           organizational documents of Reuters, (ii) violate any\n                           applicable law, rule, regulation, judgment,\n                           injunction, order or decree, or (iii) require any\n                           notice or consent or other action by any Person\n                           under, constitute a default under, or give rise to\n                           any right of termination, cancellation or\n                           acceleration of any right or obligation of Reuters or\n                           to a loss of any benefit to which Reuters is entitled\n                           under, any agreement or other instrument binding upon\n                           Reuters or any license, franchise, permit or other\n                           similar authorization held by Reuters.\n\n                                       4\n\n\n\n         (b)      To the best of Reuters knowledge, any Reuters content to be\n                  provided to Sportline hereunder does not violate the\n                  Intellectual Property Rights of any third person.\n\n9.       INDEMNIFICATION\n\n         9.1.     Sportsline will indemnify and hold the Reuters Group and\n                  officers, directors and employees harmless from and against\n                  any and all Damages resulting from or arising out of (a) the\n                  Sportsline Site or any other activities of Sportsline,\n                  including infringement by any Sportsline Content of any third\n                  Person Intellectual Property Rights; (b) any misrepresentation\n                  or breach of representation or warranty of Sportsline\n                  contained herein; or (c) any breach of any covenant or\n                  agreement to be performed by Sportsline hereunder.\n\n         9.2.     Reuters will indemnify and hold Sportsline and its Affliates\n                  and their respective officers, directors and employees\n                  harmless from and against any and all Damages resulting from\n                  or arising out of (a) the Reuters Products or any activities\n                  of Reuters, including infringement by any Reuters Content of\n                  any third Person Intellectual Property Rights, (b) any\n                  misrepresentation or breach of representation or warranty of\n                  Reuters contained herein; or (c) any breach of any covenant or\n                  agreement to be performed by Reuters hereunder.\n\n10.      TERMINATION\n\n         10.1.    In addition to any other remedy available at law or in equity,\n                  either party may terminate this Agreement immediately, in\n                  whole or in part, without further obligation to the other\n                  party in the event of:\n\n                  (a)      any breach of this Agreement by the other party that\n                           is not remedied within 30 days notice of such breach\n                           in writing; or\n\n                  (b)      the other party's making an assignment for the\n                           benefit of its creditors, the filing of a voluntary\n                           or involuntary petition under any bankruptcy or\n                           insolvency law, under the reorganization or\n                           arrangement provisions of the United States\n                           Bankruptcy Code, or under the provisions of any law\n                           of like import in connection with the other party, or\n                           the appointment of a trustee or receiver for the\n                           other party or its property.\n\n11.      GENERAL\n\n         11.1.    Nothing will be deemed to limit or restrict Reuters from\n                  entering into agreements with any other Person covering\n                  services similar to the Sportsline Site or from offering such\n                  similar services itself, PROVIDED, that Sportsline shall be\n                  relieved from its obligations hereunder to the extent Reuters\n                  enters into an agreement with a competitor of Sportline with\n                  respect to the subject matter of this Agreement or in the\n                  event Reuters offers a service that is competitive with the\n                  Sportsline Site.\n\n         11.2.    Neither party will make or issue any external press statement\n                  regarding the terms of this\n\n                                       5\n\n\n\n\n                  Agreement unless (a) it has received the express written\n                  consent of the other party, which will not be unreasonably\n                  withheld or (b) it is required to do so by Law or REGULATION.\n\n         11.3.    This AGREEMENT AND ANY AND ALL ADDENDA, schedules or exhibits\n                  attached hereto represent the entire agreement of the parties\n                  regarding the subject matter hereof. There are no other oral\n                  or written collateral representations, agreements, or\n                  understandings regarding the subject matter hereof.\n\n         11.4.    This Agreement will be deemed to have been executed and\n                  delivered in the State of New York and it will be governed by\n                  and construed in accordance with the laws of New York.\n\n         11.5.    All notices, requests and other communications to any party\n                  hereunder will be in writing (including facsimile transmission\n                  or similar writing) and will be given to such party at its\n                  address or telecopy number set forth below or at such other\n                  address or telecopy number as such party may hereafter specify\n                  for such purposes. Each such notice, request or other\n                  communication will be effective (i) if given by telecopy, when\n                  such telecopy is transmitted to the telecopy number specified\n                  in this Section and confirmation of receipt is obtained or\n                  (ii) if given by any other means, when received at the address\n                  specified below.\n\n                  To Reuters:\n                  Reuters NewMedia Inc.\n                  I 700 Broadway\n                  New York, New York 10019\n                  (212) (Facsimile)\n                  Attn: Senior Vice President\n\n                  With a copy to:\n                  Reuters America Inc.\n                  I 700 Broadway\n                  New York, New York 10019\n                  (212) 307-9175 (Facsimile)\n                  Attn: General Counsel\n\n                  To Sportsline:\n                  Sportsline USA, Inc.\n                  N.W. 5th Way\n                  Fort Lauderdale, Florida 33309\n                  Attn: President\n                  (954) 351-2170 (Facsimile)\n\n         11.6.    This Agreement will be binding upon and inure to the benefit\n                  of the parties, their respective heirs, personal\n                  representatives, successors and assigns. Neither party may\n                  assign any of its rights or delegate any of its duties under\n                  this Agreement without the prior written consent of the other,\n                  PROVIDED that either party may assign this Agreement to any\n                  Affiliate without the necessity of obtaining consent from the\n                  other party.\n\n                                       6\n\n\n\n         11.7.    There is no joint venture, partnership, agency or fiduciary\n                  relationship existing between the parties and the parties do\n                  not intend to create any such relationship by this Agreement.\n\n         11.8.    This Agreement may not be amended, modified or superseded, nor\n                  may any of its terms or conditions be waived unless expressly\n                  agreed to in writing by both parties. The failure of either\n                  party at any time or times to require full performance of any\n                  provision hereof will in no manner affect the right of such\n                  party at a later time to enforce the same.\n\n         11.9.    If any provision or term of this Agreement, not being of a\n                  fundamental nature, is held to be invalid, illegal or\n                  unenforceable, the validity, legality and enforceability of\n                  the remainder of this Agreement will not be affected.\n\n         11.10.   The provisions of Section 8 and any and all disclaimers and\n                  indemnities contained herein or in any schedules to this\n                  Agreement will survive the termination of this Agreement.\n\nREUTERS NEWMEDIA INC.                                      SPORTSLINE USA, INC.\n\nBy:                                                    By: \/s\/ MICHAEL LEVY\n   ----------------------                                     ------------------\nTitle: Executive Vice President                            Title: President\nDate: 3\/11\/96                                              Date: 3\/11\/96\n\n                                       7\n\n\n\n\n TYPE:  EX-10.9\n SEQUENCE:  7\n\n\n                                                                    EXHIBIT 10.9\n\n                             COMMERCIAL GUARANTY\n\nBorrower:  Sportsline U.S.A., Inc.        Lender: Silicon Valley Bank, A\n           6340 N.W. 5th Way                      California chartered bank with\n           Fort Lauderdale, FL 33309              a Loan Production Office\n                                                  located at 40 William Street\n                                                  Wellesley, MA 02181\n\nGuarantor: Kleiner Perkins Caulfield &amp; Byers VII, L.P.\n           2750 Sand Hill Road\n           Menlo Park, CA  94025\n\nAMOUNT OF GUARANTY. The principal amount of this Guaranty is One Million Five\nHundred Thousand &amp; 00\/100 Dollars ($1,500,000.00).\n\nCONTINUING GUARANTY. For good and valuable consideration, Kleiner Perkins\nCaufield &amp; Byers VII, LP. (\"Guarantor\") absolutely and unconditionally\nguarantees and promises to pay to Silicon Valley Bank (\"Lender\") or its order,\nin legal tender of the United States of America, the indebtedness (as that term\nis defined below) of SPORTSLINE USA, INC. (\"Borrower\") to Lender on the terms\nand conditions set forth in this Guaranty. The obligations of Guarantor under\nthis Guaranty are continuing.\n\nDEFINITIONS.  The following words shall have the following  meanings when used\nin this Guaranty.\n\n      Borrower. The word \"Borrower\" means SPORTSLINE USA, INC.\n\n      Guarantor. The word \"Guarantor\" means Kleiner Perkins Caufield &amp; Byers\n      VII, LP.\n\n      Guaranty. The word \"Guaranty\" means this Guaranty made by Guarantor for\n      the benefit of lender dated December 13, 1995.\n\n      Indebtedness. The word \"Indebtedness\" shall mean and refer to the\n      obligations of Borrower under that certain Promissory Note, dated December\n      13, 1995, in the original principal amount of One Million Five Hundred\n      Thousand and 00\/100 Dollars ($1,500,000.00, together with all renewals,\n      extensions and modifications thereof; provided, however that any renewal\n      extension, or change (other than by reason of acceleration after an event\n      of default) in the time that payment of the indebtedness is due or any\n      change in the interest rate shall have been consented to in writing by\n      Guarantor.\n\n      Lender. The word \"Lender\" means Silicon Valley Bank a California chartered\n      bank, its successors and assigns.\n\n      Related Documents. The words \"Related Documents\" mean and include without\n      imitation all promissory notes, credit agreements, loan agreements,\n      environmental agreements, guaranties, security agreements, mortgage, deeds\n      of trust, and all other instruments, agreements and documents, whether now\n      or hereafter existing, executed in connection with the indebtedness of\n      this Guaranty.\n\nMAXIMUM LIABILITY. The maximum liability of Guarantor under this Guaranty shall\nnot exceed at any one time the sum of the principal amount of $1,500,000.00,\nplus all interest thereon, plus any costs and expenses (including attorneys'\nfees) awarded to a prevailing party in litigation in connection with the\nenforcement of the indebtedness of this Guaranty.\n\nThe above limitation on liability is not a restriction on the amount of the\nIndebtedness of Borrower to lender either in the aggregate or at any one time.\nIf Lender presently holds one or more guaranties, or hereafter receives\nadditional guaranties from Guarantor, the rights of Lender under all guaranties\nshall be cumulative. This Guaranty shall not (unless specifically provided below\nto the contrary) affect or invalidate any such other guaranties. The liability\nof Guarantor will be the aggregate liability of Guarantor under the terms of\nthis Guaranty and any such other unterminated guaranties.\n\n\n\nNATURE OF GUARANTY. Guarantor's liability under this Guaranty shall be open and\ncontinuous for so long as this Guaranty remains in force. Guarantor intends to\nguarantee at all times the performance and prompt payment when due, whether at\nmaturity or earlier by reason of acceleration or otherwise, of all indebtedness\nwithin the limits set forth in the preceding section of this Guaranty.\nAccordingly, no payments made upon the indebtedness will discharge or diminish\nthe continuing liability of Guarantor in connection with any remaining portions\nof the indebtedness or any of the indebtedness which subsequently arises or is\nthereafter incurred or contracted.\n\nDURATION OF GUARANTY. This Guaranty will take effect when received by Lender\nwithout the necessity of any acceptance by Lender, or nay notice to Guarantor or\nto Borrower, and will continue in full force until all indebtedness incurred or\ncontracted before receipt by lender of any notice of revocation shall have been\nfully and finally paid and satisfied and all other obligations of Guarantor\nunder this Guaranty shall have been performed in full. If Guarantor elects to\nrevoke this Guaranty, Guarantor may only do so in writing. Guarantor's written\nnotice of revocation must be delivered to Lender at the address of Lender listed\nabove or such other place as Lender may designate in writing. Written revocation\nof this Guaranty will apply only to advances or new indebtedness created after\nactual receipt by lender of Guarantor's written revocation. For this purpose and\nwithout limitation, the term \"now indebtedness' does not include indebtedness\nwhich at the time of notice of revocation is contingent, unliquidated,\nundetermined or not due and which later becomes absolute, liquidated, determined\nor due. This Guaranty will continue to bind Guarantor for all indebtedness\nincurred by Borrower or committed by lender prior to receipt of Guarantor's\nwritten notice of revocation, including any substitutions or modifications of\nthe indebtedness, and, provided that the same has been consented to in writing\nby Guarantor, any renewal, extension of change in the time that payment of the\nindebtedness is due or change in the interest rate. All renewals, extensions,\nsubstitutions, and modifications of the indebtedness granted after Guarantor's\nrevocation, are contemplated under this Guaranty and, specifically will not be\nconsidered to be new indebtedness. Release of any other guarantor or termination\nof any other guaranty of the indebtedness shall not affect the liability of\nGuarantor under this Guaranty. It is anticipated that fluctuations may occur in\nthe aggregate amount of indebtedness covered by this Guaranty, and it is\nspecifically acknowledged and agreed by Guarantor that reductions in the amount\nof indebtedness, even to zero dollars ($0.00), prior to written revocation of\nthis Guaranty by Guarantor shall not constitute a termination of this Guaranty.\nThis Guaranty is binding upon Guarantor and Guarantor's heirs, successors and\nassigns so long as any of the guaranteed indebtedness remains unpaid and even\nthough the indebtedness guaranteed may from time to time be zero dollars\n($0.00).\n\nGUARANTORS AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before\nor after any revocation hereof, without notice or demand and without lessening\nGuarantor's liability under this Guaranty, from time to time: (a) prior to\nrevocation as set forth above, to make one or more additional secured or\nunsecured loans to Borrower, to lease equipment or other goods to Borrower, or\notherwise to extend additional credit to Borrower; (b) to modify the terms of\nthe indebtedness as Lender deems appropriate (c) to take and hold security for\nthe payment of the indebtedness, and exchange, enforce, waive, subordinate, fail\nor decide not to perfect, and release any such security, with or without the\nsubstitution of new collateral; (d) to release, substitute, agree not to sue, or\ndeal with any one or more of Borrower's sureties, endorsers, or other guarantors\non any terms or in any manner lender may choose; (e) to determine how, when and\nwhat application of payments and credits shall be made on the indebtedness; (f)\nto apply such security and direct the order or manner of sale thereof, including\nwithout limitation, any non judicial sale permitted by the terms of the\ncontrolling security agreement of deed of trust, as Lender in its discretion may\ndetermine; (g) to sell, transfer, assign, or grant participation in all or any\npart of the indebtedness; and (h) to assign or transfer this Guaranty in whole\nor in part.\n\nGUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to\nLender that (a) no representation or agreements of any kind have been made to\nGuarantor which would limit or qualify in any way the terms of this Guaranty;\n(b) this Guaranty is executed at Borrower's request and not at the request of\nLender; (c) Lender has made no representation to Guarantor as to the\ncreditworthiness of Borrower, and (d) Guarantor has established adequate means\nof obtaining from Borrower on a continuing basis information regarding\nBorrower's financial condition. Guarantor agrees to keep adequately informed\nfrom such means of any facts, events, or circumstances which might in any way\naffect Guarantor's risks under this Guaranty, and Guarantor further agrees that,\nabsent a request for information, lender shall have no obligation to disclose to\nGuarantor any information or documents acquired by Lender in the course of its\nrelationship with Borrower.\n\nGUARANTOR'S WAIVERS. Except as prohibited by applicable law. Guarantor waives\nany right to require Lender to (a) make any presentment, protest, demand, or\nnotice of any kind, including notice of change of any terms of repayment of the\nindebtedness, default by Borrower or any other guarantor or surety, any action\nor nonaction taken by Borrower, lender, or any other guarantor or surety of\nBorrower, or the creation of new or additional indebtedness; (b) proceed against\nany person, including Borrower, before proceedings against Guarantor; (c) apply\nany payments or proceeds received against the indebtedness in any order; (d)\ngive notice of the terms, time, and place of any sale of the collateral pursuant\nto the Uniform Commercial Code or any other law governing such sale; (e)\ndisclose any information about the indebtedness, the Borrower, the collateral,\nor any other guarantor or surety, or about any action or nonaction of Lender; or\n(f) pursue any remedy or course of\n\n\naction in lender's power whatsoever.\n\nGuarantor also waives any and all rights or defenses arising by reason of (a)\nany disability or other defense of Borrower, any other guarantor or surety or\nany other person; (b) the cessation from any cause whatsoever, otters than\npayment in full, of the indebtedness; (c) the application of proceeds of the\nindebtedness by Borrower for purposes other than the purposes understood and\nintended by Guarantor and Lender; (d) any act or omission or commission by\nlender which directly or indirectly results in or contributes to the discharge\nof Borrower or any other guarantor or surety, or the indebtedness, or the loss\nor release of any collateral by operation of law or otherwise; or (e) any\nmodification or change in terms of the indebtedness, whatsoever, including\nwithout limitation, the renewal, extension, acceleration, or other change in the\ntime and that payment of the indebtedness is due and any change in the interest\nrate; provided, however, that any renewal, extension, or change (other than by\nreason of an acceleration after an occurrence of an event of default) in the\ntime that payment of the indebtedness is due and any change in the interest rate\nshall have been consented to in writing by Guarantor, and including any such\nmodification or change in terms after revocation of this Guaranty on\nindebtedness incurred prior to such revocation. Until all indebtedness is paid\nin full, Guarantor waives all rights and nay defenses Guarantor may have arising\nour of any election of remedies by Lender even though that election of remedies,\nsuch as a nonjudicial foreclosure with respect to security for a guaranteed\nobligation, has destroyed Guarantor's rights of subrogation and reimbursement\nagainst Borrower or any other guarantor or surety.\n\nGuarantor further waives any right to enforce any remedy Lender may have against\nBorrower or any other guarantor, surety, or other person, and further, Guarantor\nwaives any right to participate in any collateral for the Indebtedness now or\nhereafter held by Lender.\n\nGUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees\nthat each of the waivers set froth above is made with Guarantor's full knowledge\nof its significance and consequences and that, under the circumstances, the\nwaivers are reasonable and not contrary to public policy or law. If any such\nwaiver is determined to be contrary to any applicable law or public policy, such\nwavier shall be effective only to the extent permitted by law or public policy.\n\nSUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the\nindebtedness of Borrower to Lender, whether now existing or hereafter crated,\nshall be prior to any claim that Guarantor may now have or hereafter acquire\nagainst Borrower, whether or not Borrower becomes insolvent. Guarantor hereby\nexpressly subordinates any claim Guarantor may have against Borrower, upon any\naccount whatsoever, to any claim that Lender may now or hereafter have against\nBorrower relating to the indebtedness. In the event of insolvency and consequent\nliquidation of the assets of Borrower, through bankruptcy, by an assignment for\nthe benefit of creditors, by voluntary liquidation, or otherwise, the assets of\nBorrower applicable to the payment of the claims or both Lender and Guarantor\nshall be paid to Lender and shall be first applied by Lender to the indebtedness\nof Borrower to Lender. Guarantor does hereby assign to Lender all claims which\nit may have or acquire against Borrower or against any assignee or trustee in\nbankruptcy of Borrower, provided however, that such assignment shall be\neffective only for the purpose of assuring to lender full payment in legal\ntender of the indebtedness. If Lender so requests, any notes or credit\nagreements now or hereafter evidencing any debts or obligations of Borrower to\nGuarantor shall be marked with a legend that the same are subject to this\nGuaranty and shall be delivered to Lender. Guarantor agrees, and Lender hereby\nis authorized, in the name of Guarantor, from time to time to execute and the\nfinancing statements and continuation statements and to execute such other\ndocuments and to take such other actions as Lender deems necessary or\nappropriate to perfect, preserve and enforce its rights under this Guaranty.\n\nMISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of\nthis Guaranty:\n\n      Applicable Law. This Guaranty has been delivered to Lender and accepted by\n      lender in the State of California. If there is a lawsuit, Guarantor agrees\n      upon lender's request to submit to the jurisdiction of the courts of Santa\n      Clara County, State of California. Lender and Guarantor hereby waive the\n      right to any jury trial in any action, proceeding, or counterclaim brought\n      by either Lender or Guarantor against the other. (Initial Here\n      ______________) This Guaranty shall be governed by and construed in\n      accordance with the laws of the State of California.\n\n      Expenses. Guarantor agrees that the prevailing party in any litigation\n      shall be entitled to recover any and all expenses (including attorneys'\n      fees) incurred by it in enforcing this Guaranty.\n\n      Notices. All notices required to be given by either party to the other\n      under this Guaranty shall be in writing, may be sent by telefacsimile,\n      and, except for revocation notices by Guarantor, shall be effective when\n      actually delivered or when deposited with a nationally recognized\n      overnight courier, or when deposited in the United States mail, first\n      class postage prepaid, addressed to the party to whom the notice is to be\n      given at the address shown above or to such other addresses as either\n      party may designate to the other in writing. All revocation notices by\n      Guarantor shall be in\n\n\n\n      writing and shall be effective only upon delivery to lender as provided\n      above in the section titled \"DURATION OF GUARANTY.\" If there is more than\n      one Guarantor, notice to any Guarantor will constitute notice to all\n      Guarantors. For notice purposes, Guarantor agrees to keep Lender informed\n      at all times of Guarantor's current address.\n\n      Interpretation. In all cases where there is more than one Borrower or\n      Guarantor, then all words used in this Guaranty in the singular shall be\n      deemed to have been used in the plural where the context and construction\n      so require: and where there is more than one Borrower named in this\n      Guaranty or when this Guaranty is executed by more than one Guarantor, the\n      words \"Borrower\" and \"Guarantor\" respectively shall mean all and any one\n      or more of them. The words \"Guarantor,\" \"Borrower,\" and \"Lender\" include\n      the heirs, successors, assigns, and transferees of each of them. Caption\n      headings in this Guaranty are for convenience purposes only and are not to\n      be used to interpret or define the provisions of this guaranty. If a court\n      of competent jurisdiction finds an8y provision of this Guaranty to be\n      invalid or unenforceable as to any person or circumstance, such finding\n      shall not render that provision invalid or unenforceable as to any other\n      persons or circumstances, and all provisions of this Guaranty in all other\n      respects shall remain valid and enforceable. If any one or more of\n      Borrower or Guarantor are corporations or partnerships, it is not\n      necessary for lender to inquire into the powers of Borrower or Guarantor\n      or of the officers, directors, partners, or agents acting or purporting to\n      act on their behalf, and any indebtedness made or created in reliance upon\n      the professed exercise of such powers shall be guaranteed under this\n      Guaranty.\n\n      Waiver. Lender shall not be deemed to have waived any rights under this\n      Guaranty unless such waiver is given in writing and signed by Lender. No\n      delay or omission on the part of Lender in exercising any right shall\n      operate as a waiver of such right or any other right. A wavier by lender\n      of a provision of this Guaranty shall not prejudice or constitute a wavier\n      of Lender's right otherwise to demand strict compliance with that\n      provision or any other provision of this Guaranty. No prior waiver by\n      Lender, nor any course of delaying between Lender and Guarantor, shall\n      constitute a waiver of any of Lender's rights or of any of Guarantor's\n      obligations as to any future transactions. Whenever the consent of Lender\n      is required under this Guaranty, the granting of such consent by Lender in\n      any instance shall not constitute continuing consent to subsequent\n      instances where such consent is required and in all cases such consent may\n      be granted or withheld in the sole reasonable discretion of Lender.\n\nREVIVAL OF GUARANTY. Guarantor's liability under this Guaranty shall be\nreinstated and revived with respect to any amount paid by any party on account\nof the indebtedness which shall thereafter be required to be restored or\nreturned by lender as a result of bankruptcy, or reorganization of such party or\nfor any other reason all as though such amount had never been paid.\n\nEACH UNDERSIGNED GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS\nGUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT\nTHIS GUARANTY IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS\nGUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED IN THE\nMANNER SET FORTH IN THE SECTION TITLED \"DURATION OF GUARANTY.\" NO FORMAL\nACCEPTANCE BY LENDER IS NECESSARY TO MAKE THE GUARANTY EFFECTIVE. THIS GUARANTY\nIS DATED DECEMBER 13, 1995.\n\nGUARANTOR:\n\nKleiner Perkins Caufield &amp; Byers VII, LP.\n\nBy: KPCB VII Associates, LP., its General Partner\n\nBy: \/s\/ JOSEPH S. LACOB\n    ---------------------\n\n   Name: Joseph S. Lacob General Partner\n\n\n\n                          PARTNERSHIP CERTIFICATE TO\n                           GUARANTEE \/ SUBORDINATE\n\nBorrower:    SPORTSLINE USA, INC.        Bank: Silicon Valley Bank a California\n                                         chartered bank\n             6340 NW5th Way              doing business as \"Silicon\n                                         Valley East\"\n             Fort Lauderdale, FL 33309   40 William Street, Suite 350\n                                         Wellesley,MA 02181\n\nPartnership: Kleiner Perkins Caufield &amp; Byers VII,\n             L.P.\n             2750 Sand Hill Road\n             Menlo Park, CA 94025\n\nIn consideration of the proposed Promissory Note of even date herewith, in the\noriginal principal amount of $1,500,000.00 (the \"Bridge Note\") between\nSportsLine USA, Inc. (\"Borrower\") and Silicon Valley Bank (\"Bank\"), the persons\nsigning below on behalf of KPCB VII Founders Fund, L.P. (the \"Partnership\")\njointly and severally represent and certify to Bank and agree with Bank that\nthey are the sole general partners of the Partnership that the Partnership name\nshown above is the complete and correct name of the Partnership.\n\nPARTNERSHIP EXISTENCE. The Partnership is duly organized, existing and in good\nstanding under the laws of the State of California. In addition. the Partnership\nis qualified and has filed or obtained all necessary filings. governmental\nlicenses and approvals from each state in which the Partnership is doing\nbusiness.\n\nPARTNERSHIP AGREEMENTS. All the general partners of the Partnership have met to\nconsider the matters set forth below and agree with Bank that ANY ONE (1) of the\nundersigned general partners of the Partnership acting for and on behalf of the\nPartnership and as its act and deed be and he or she hereby is. authorized and\nempowered in the name of the Partnership:\n\n      GUARANTY. To guarantee the Bridge Note (the \"Guaranty\").\n\n      EXECUTE THE GUARANTY AGREEMENT. To execute and deliver to Bank the form of\n      Commercial Guaranty Agreement.\n\n      SUBORDINATE INDEBTEDNESS. To execute and deliver to Bank the form of\n      subordination agreement. subordinated note and any other related documents\n      which may be submitted by or approved by Bank, and which shall evidence\n      the terms and conditions under and pursuant to which such subordinations,\n      are given and also to execute and deliver to Bank any other written\n      instruments, of any kind or nature. which may be necessary or proper in\n      connection with or pertaining to the giving of subordinations\n\n      FURTHER ACTS. To do and perform such other acts and things and to execute\n      and deliver such other documents and agreements as he or she may in his or\n      her discretion deem reasonably necessary or proper in order to carry into\n      effect the provisions of this Certificate.\n\n\n\n                          PARTNERSHIP CERTIFICATE TO\n                           GUARANTEE \/ SUBORDINATE\n                                    Page 2\n\nRATIFICATION. The Partnership hereby ratifies and confirms the acts of its\npartners. agents or employees in heretofore entering into any agreement related\nto the Bridge Note in favor of Bank together with any act performed in relation\nthereto.\n\nCONTINUING VALIDITY. These agreements shall remain in full force and effect\nuntil written notice of their revocation shall have been delivered to and\nreceived by Bank. Any such notice shall not affect any of the Partnership's\nagreements or commitments in effect at the time notice is given.\n\n      IN WITNESS WHEREOF, we each have read all the provisions of this\nPartnership Certificate to Guarantee\/Subordinate, and we each jointly and\nseverally and on behalf of the Partnership certify and agree to its terms and\nattest that the signatures set opposite the names listed below are their genuine\nsignatures. This certificate is dated December 13, 1995.\n\nCERTIFIED TO AND ATTESTED BY:\nKleiner Perkins Caufield &amp; Byers Vll, L.P.\n\nBy:  KPCB VII Associates, L.P.\n\n      By: \/s\/ JOSEPH S. LACOB\n          -------------------\n\n         Joseph S. Lacob, General Partner\n\n      By: \/s\/ BROOK M. BYERS\n          ------------------\n\n         Brook M. Byers, General Partner\n\n\n\n                 CERTIFICATE FOR USE WITH A PARTNERSHIP WHICH\n        IS A PARTNER IN A PARTNERSHIP COMPANY GUARANTOR\/ SUBORDINATOR\n\nBorrower:    SPORTSLINE USA, INC.       Bank: Silicon Valley Bank a California\n                                        chartered bank\n             6340 NW5th Way             doing business as \"Silicon\n                                        Valley East\"\n             Fort Lauderdale, FL 33309  40 William Street, Suite 350\n                                        Wellesley, MA 02181\n\nPartnership: Kleiner Perkins Caufield &amp; Byers VII,\n             L.P.\n             2750 Sand Hill Road\n             Menlo Park, CA 94025\n\nThe undersigned hereby certify to Silicon Valley Bank (\"Bank '):\n\n      That they are the sole General Partners of KPCB Vll ASSOCIATES L.P. (the\nPartnership') duly organized and existing under the laws of the State of\nCalifornia.\n\n      That the Partnership is a partner in Kleiner Perkins Caufield &amp; Byers VII,\nL.P. (\"Company\").\n\n      That any and all fictitious name filings and related publications required\nfor the Partnership by law have been made.\n\n      That the Partnership deems it is in the best interest of Company to\nguarantee or grant collateral to support the obligations of Sportsline USA. Inc.\n(\"Borrower\") under that certain Promissory Note dated December 13, 1995 in the\noriginal principal amount of $1,500,000.00 (the \"Bridge Note\") to Silicon Valley\nBank a California charted bank doing business as \"Silicon Valley East\" (\"Bank\")\nor to subordinate indebtedness owing by Borrower to Company to Borrower's\nobligations to Bank.\n\n      That all the general partners of the Partnership have met to consider the\nmatters set forth below and agree with Bank that ANY ONE (1) of the undersigned\ngeneral partners of the Partnership acting for and on behalf of the Partnership\nand as its act and deed be and he or she hereby is, authorized and empowered in\nthe name of the Partnership:\n\n      (a) To execute Bank's standard form partnership certificate to\n      guarantee\/subordinate executed in connection with the obligations of\n      Borrower to Bank with such changes as may appear appropriate as a partner\n      in Company; and\n\n      (b) To perform or cause to be performed all further acts and execute and\n      deliver all further instruments which Bank may deem necessary to carry out\n      the purposes of this certificate.\n\n      That the Partnership hereby ratifies and confirms the acts of its\npartners, agents. or employees on behalf of the Partnership in its status as a\npartner in Company.\n\n\n\n                 CERTIFICATE FOR USE WITH A PARTNERSHIP WHICH\n        IS A PARTNER IN A PARTNERSHIP COMPANY \/ GRANTOR \/ SUBORDINATOR\n                                    Page 2\n\n      This certificate shall remain in full force and effect until written\nnotice of their revocation shall have been delivered to and received by Bank.\nAny such notice shall not affect any of the Partnership's agreements or\ncommitments in effect at the time notice is given.\n\n      IN WITNESS WHEREOF, we each have read all the provisions of this\ncertificate for use with a partnership which is a partner in a partnership\nguarantor\/grantor\/subordinator, and we each jointly and severally and on behalf\nof the Partnership certify and agree to its terms and attest that the signatures\nset opposite the names listed below are their genuine signatures.\nThis certificate is dated December 13' 1995.\n\nCERTIFIED TO AND ATTESTED BY:\n\nKPCB VII Associates, L.P.                 _________________________________\n\n                                          _________________________________\n                                          General Partner\n\nBy: \/s\/ JOSEPH S. LACOB\n   -------------------------------\n   General Partner JOSEPH S. LACOB\n\n                                          _________________________________\n\n                                          _________________________________\nBy: \/s\/ BROOK M. BYERS\n    ------------------                    General Partner\n   General Partner\n\n\n\n TYPE:  EX-10.10\n SEQUENCE:  8\n\n\n                                                                   EXHIBIT 10.10\n\n                                          September 1, 1994\n\nMr. Michael Levy\nPresident\nSportsLine USA, Inc.\n800 Corporate Drive\nSuite 108\nFt. Lauderdale, Florida 33334\n\nDear Mike:\n\n       It has been productive and exciting to meet with you to discuss your\nvisionary plan for the future of SportsLine USA, Inc. I am intrigued by the\nprospect for ultimate success and am interested in working with you and your\nprocess. Therefore, based on earlier conversations, this will confirm that Rick\nHorrow\/Horrow Sports Ventures (\"RH\") work with SportsLine USA Inc. (\"SL\"), or\nits appropriate assignees, in all appropriate strategic areas, including, but\nnot limited to, the following:\n\n                              I. SCOPE OF SERVICES\n\n      1. Provide access to key personnel at union representative offices in\nfootball, baseball, basketball, hockey, and other sports.\n\n      2. Assist in providing access to key sports representatives and agents in\nall major sports.\n\n      3. Assist in providing access and attend meetings with league\nrepresentatives including the Offices of the Commissioners of the National\nHockey League, National Basketball Association, Arena Football League, Canadian\nFootball League, LPGA, and PGA.\n\n      4. Assist in providing access and attend meetings with appropriate\nrepresentatives of collegiate sports, including National Association of College\nDirectors of Athletics. NCAA, and others.\n\n      5. Assist in providing access and attend meetings with appropriate\ntelevision networks with distribution potential, including ESPN,\nPrime\/NewSport\/Sports Channel, and the like.\n\n      6. Assist in developing strategic plans and attend meetings concerning\nsponsorship solicitation and corporate participation. These meetings could\ninclude representatives of sports marketing firms as well as corporations with\ncompatible demographic needs.\n\n      7. Assist in creating strategic plans concerning golf and tennis,\nincluding programming, travel package development, mail order\/merchandising\npackages, and the like.\n\n\n\nMr. Michael Levy\nSeptember 1, 1994\nPage - 2\n\n      8. Assist in the development of a strategic plan for access to teams,\nstadiums, and arenas and other public spectator facilities. This could include\nprogramming potential as well as joint venture opportunities with management,\nmarketing, and concessions\/novelty\/merchandising firms.\n\n      9. Assist in the development of promotional and marketing plans, including\nthe identification of personalities and sports spokesmen in key markets.\n\n      10. Provide editorial direction concerning sports business\/sports law\nissues.\n\n      11. Assist in identifying and soliciting key SL personnel, including\nbusiness development and marketing executives.\n\n      12. Assist in identifying key members for potential celebrity affliations,\nincluding memberships on a future Advisory Committee.\n\n                            II. TERMS AND CONDITIONS\n\n      1. SL will retain RH as Development Consultant and as a Member of the\nBoard of Directors.\n\n      2. Commencing on September 1, 1994, SL will compensate RH at a rate of\n$3,000 per month. plus approved expenses, payable on the first day of each\nmonth.\n\n      3. At the point of commitment of appropriate additional funding of SL (as\ndetermined by Michael Levy, in his reasonable discretion), RH shall receive a\nbonus of $12,000 payable on receipt of said additional funding. Additionally, at\nthat point, SL will increase its compensation to RH to a rate of $5,000 per\nmonth, effective March 1, 1995.\n\n      4. RH shall receive options to purchase 25,000 shares in SL at an initial\noffering price of $2, subject to the terms and conditions outlined in\nappropriate agreements. These options shall be vested immediately.\n\n      5. RH will devote sufficient time and effort to accomplishing the tasks in\nthe context of other compatible sports development arrangements that RH\/HSV is\ncurrently involved in. RH would be available for all appropriate meetings and\nevents, and would be regularly available on the telephone and otherwise.\n\n      6. Either party could terminate this Agreement effective February 28,\nl995, with 30 days notice. The Agreement could also be terminated at any time by\nmutual consent, or by either party for cause. If the Agreement is terminated,\nhowever, RH shall be entitled to a fee as a Member of the Board of Directors (at\na rate of $500 per month, or increased to $1,000 per month\n\n\n\nMr. Michael Levy\nSeptember 1, 1994\nPage - 3\n\nif there has been a commitment for additional funding of SL). This termination\nprovision shall not affect the stock option plan outlined in paragraph 4 above.\n\n      7. RTI shall operate under the specific authority of Mike Levy or his\ndesignee(s) as to the consulting services. RH also agrees to refrain from public\nstatements or to conduct meetings except as otherwise requested by SL. RH also\nagrees to hold all information in confidence unless directed otherwise by SL.\n\n      Hopefully, this will provide the framework of a mutually beneficial and\nproductive relationship. I look forward to working with you as soon as possible.\n\n                                          Most sincerely,\n\n                                          \/s\/ RICHARD B. HORROW\n                                          ---------------------\n                                          Richard B. Horrow\n                                          President\n\nRH\/bvc\n\nREAD, AGREED TO, AND ACCEPTED:\n\nSPORTSLINE USA, INC.\n\nBy:\/s\/ MICHAEL LEVY\n   -----------------------\n   Michael Levy, President\n\n\n\n\n                                 25,000 WARRANTS\n\nTHESE WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THESE\nWARRANTS (THE \"WARRANT SHARES\") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES\nACT OF 1933 (THE \"SECURITIES ACT\") OR UNDER APPLICABLE STATE SECURITIES LAWS.\nTHE WARRANT SHARFS MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS\nREGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR\nPURSUANT TO AVAILABLE EXEMPTIONS FRONI SUCH REGISTRATION, PROVIDED THAT THE\nSELLER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY\nCONFIRMING THE AVAILABILITY OF SUCH EXMPI'ION. INVESTORS SHOULD BE AWARE THAT\nTHEY MAY BE REQUIRED TO BEAR THE F1NANCLAL RISKS OF THIS INVESTMENT FOR AN\nINDEFINITE PERIOD OF TIME.\n\nAugust 31, 1994\n\n                             SPORTSLINE USA, INC.\n\n             WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK\n\n       FOR VALUE RECEIVED, SPORTSLINE USA, INC., a Delaware corporation\n(\"SportsLine\" or the \"Company\"), hereby certifies that RICHARD MORROW or his\nregistered assigns (the \"Holder\") is entitled, subject to the provisions\ncontained herein, to purchase from the Company 25,000 fully paid and\nnon-assessable shares of Common Stock (as defined below), subject to adjustment\nas provided herein, at an exercise price per share of Common Stock (the\n\"Exercise Price\") of $2.00.\n\n       The term \"Common Stock\" means the Common Stock, par value $.01 per share,\nof the Company as constituted on the date hereof. The number of shares of Common\nStock to be received upon the exercise of these Warrants may be adjusted from\ntime to time as hereinafter set forth. The shares of Common Stock deliverable\nupon such exercise, and as adjusted from time to time, are hereinafter referred\nto as \"Warrant Stock.\" The term \"Other Securities\" means any other securities\nthat may be issued by the Company in addition to, or in substitution for, the\nWarrant Stock.\n\n       References herein to the \"Company\" are to (i) SportsLine and any\nsuccessor thereto, (ii) any successor corporation resulting from the merger or\nconsolidation of SportsLine, or any successor thereto, with another corporation\nor (ii) any corporation to which SportsLine, or any successor thereto, has\ntransferred its property or assets as an entirety or substantially as an\nentirety.\n\n\n\n       Upon receipt by the Company of evidence reasonably satisfactory to it of\nthe loss, theft, destruction or mutilation of these Warrants, and (in the case\nof loss, theft or destruction) of reasonably satisfactory indemnification, and\nupon surrender and cancellation of these Warrants, if mutilated, the Company\nshall execute and deliver new Warrants of like tenor and date. Any such new\nWarrants, upon execution and delivery, shall constitute an additional\ncontractual obligation on the part of the Company, whether or not these Warrants\nso lost, stolen, destroyed or mutilated shall be at any time enforceable by\nanyone.\n\n       The Holder agrees with the Company that these Warrants are issued, and\nall the rights hereunder shall be held subject to, all of the conditions,\nlimitations and provisions set forth herein, including the following:\n\n      1. EXERCISE OF WARRANTS. These Warrants may be exercised, in whole or in\npart, at any time, or from time to time during the period commencing on the date\nhereof and expiring August 31, 1999 [five years after the issue date] by\npresentation and surrender of these Warrants to the Company at its principal\noffice (which on the date hereof is 800 Corporate Drive, Suite 108, Ft.\nLauderdale, Florida 33334), or at the office of its stock transfer agent (which\non the date hereof is the Company), if any, with the Warrant Exercise Form\nattached hereto duly executed and accompanied by payment (either in cash or by\ncertified or official bank check or checks, payable to the order of the Company)\nof the Exercise Price for the number of shares specified in such form. If these\nWarrants are exercised in part only, the Company shall, upon surrender of these\nWarrants for cancellation, execute and deliver new Warrants evidencing the\nrights of the Holder thereof to purchase the balance of Warrant Stock (and Other\nSecurities) purchasable hereunder. Upon receipt by the Company of these\nWarrants, together with the Exercise Price, at its office, or by the Company's\nstock transfer agent at its office, in proper form for exercise, the Holder\nshall be deemed to be the holder of record of the Warrant Stock (and Other\nSecurities) issuable upon such exercise, notwithstanding that the transfer books\nof the Company shall then be closed or that certificates representing such\nWarrant Stock (or Other Securities) shall not then be actually delivered to the\nHolder. The Company shall pay any and all documentary stamp or similar issue or\ntransfer taxes payable in respect of the issue or delivery of Warrant Stock (and\nOther Securities) upon exercise of these Warrants.\n\n      2. RESERVATION OF SHARES AND OTHER SECURITIES. The Company will at all\ntimes reserve for issuance and delivery upon exercise of these Warrants all\nshares of Warrant Stock and other shares of capital stock of the Company (and\nOther Securities) from time to time receivable upon exercise of these Warrants.\nAll such shares (and Other Securities) shall be duly authorized and, when issued\nupon such exercise, shall be validly issued, fully paid and non-assessable and\nfree and clear of all preemptive rights.\n\n      3. FRACTIONAL SHARES. No fractional shares or scrip representing\nfractional shares shall be issuable upon the exercise of these Warrants, but the\nCompany shall pay the Holder an amount equal to the fair market value of such\nfractional share in lieu of each fraction of a share otherwise\n\n                                       2\n\n\n\nissuable upon any exercise of these Warrants, as determined by the Board of\nDirectors in its reasonable discretion.\n\n      4. EXCHANGE OF WARRANTS. These Warrants are exchangeable, without expense,\nat the option of the Holder, upon presentation and surrender hereof to the\nCompany or at the office of its stock transfer agent, if any, for other Warrants\nof different denominations, entitling the Holder hereof to purchase in the\naggregate the same number of shares of Warrant Stock (and Other Securities)\npurchasable hereunder.\n\n      5. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be\nentitled to any rights as a shareholder of the Company, either at law or in\nequity, and the rights of the Holder are limited to those expressed herein.\n\n      6. ANTI-DILUTION PROVISIONS.\n\n      6.1 ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at any time\nsubdivide its outstanding shares of Common Stock (or Other Securities at the\ntime receivable upon the exercise of these Warrants) by recapitalization,\nreclassification or split-up thereof, or if the Company shall declare a stock\ndividend or distribute shares of Common Stock to its shareholders, the number of\nshares of Common Stock (or Other Securities) subject to these Warrants\nimmediately prior to such subdivision shall be proportionately increased and the\nExercise Price per share shall be proportionately decreased, and if the Company\nshall at any time combine the outstanding shares of Common Stock (or Other\nSecurities) by recapitalization, reclassification or combination thereof, the\nnumber of shares of Common Stock (or Other Securities) subject to these Warrants\nimmediately prior to such combination shall be proportionately decreased and the\nExercise Price per share shall be proportionately increased. Any such\nadjustments pursuant to this Section 6.1 shall be effective at the close of\nbusiness on the effective date of such subdivision or combination or, if any\nadjustment is the result of a stock dividend or distribution, then the effective\ndate for such adjustment shall be the record date therefor.\n\n      6.2 ADJUSTMENT FOR REORGANIZATION. CONSOLIDATION. MERGER. ETC. (a) In\ncase of any reorganization of the Company (or any other corporation, the\nsecurities of which are at the time receivable upon the exercise of these\nWarrants) after the date hereof or in case after such date the Company (or any\nsuch other corporation) shall consolidate with or merge into another corporation\nor convey all or substantially all of its assets to another corporation, then,\nand in each such case, the Holder of these Warrants, upon the exercise hereof,\nat any time after the consummation of such reorganization, consolidation, merger\nor conveyance, shall be entitled to receive, in lieu of the securities and\nproperty receivable upon the exercise of these Warrants prior to such\nconsummation, the securities or property to which such Holder would have been\nentitled upon such consummation if such Holder had exercised these Warrants\nimmediately prior thereto (but had not exercised any rights with respect to such\nsecurities or property in connection with the reorganization, consolidation,\nmerger or conveyance); in each such case, the terms of these\n\n                                       3\n\n\n\nWarrants shall be applicable to the securities or property receivable upon the\nexercise of these Warrants after such consummation.\n\n      (b) In any case where the Company shall consolidate with or merge into\nanother corporation, and shall not be the surviving corporation, or shall convey\nall or substantially all of its assets to another corporation, then, and in each\nsuch case, the surviving corporation or the corporation that shall have received\nsubstantially all of the Company's assets shall expressly assume the obligations\nof the Company under these Warrants in a form reasonably satisfactory to the\nHolder hereof.\n\n      6.3 NO DILUTION. The Company will not, by amendment of its charter or\nthrough reorganization, consolidation, merger, dissolution, issue or sale of\nsecurities, sale of assets or any other voluntary action, avoid or seek to avoid\nthe observance or performance of any of the terms of these Warrants, but will at\nall times in good faith assist in the carrying out of all such terms and in the\ntaking of all such action as may be necessary or appropriate in order to protect\nthe rights of the Holder of these Warrants against dilution or other impairment.\nWithout limiting the generality of the foregoing, while these Warrants are\noutstanding, the Company (a) will not permit the par value, if any, of the\nshares of Warrant Stock to be above the amount payable therefor upon such\nexercise and (b) will take all such action as may be necessary or appropriate in\norder that the Company may validly and legally issue or sell fully paid and\nnon-assessable shares of Warrant Stock and Other Securities upon the exercise of\nthese Warrants.\n\n      6.4 CERTIFICATE AS TO ADJUSTMENTS. In each case of an adjustment in the\nnumber of shares of Warrant Stock or Other Securities receivable upon the\nexercise of these Warrants, the Company at its expense will promptly compute\nsuch adjustment in accordance with the terms of these Warrants and prepare a\ncertificate executed by an executive officer of the Company setting forth such\nadjustment and showing in detail the facts upon which such adjustment is based.\nThe Company will forthwith mail a copy of each such certificate to the Holder.\n\n      6.5 NOTICES OF RECORD DATE. ETC. In case:\n\n      (a) the Company shall take a record of the holders of its Common Stock (or\nOther Securities at the time receivable upon the exercise of these Warrants) for\nthe purpose of entitling them to receive any dividend (other than a cash\ndividend at the same rate as the rate of the last cash dividend theretofore\npaid) or other distribution, or any right to subscribe for, purchase or\notherwise acquire any shares of stock of any class or any other securities, or\nto receive any other right; or\n\n      (b) of any capital reorganization of the Company, any reclassification of\nthe capital stock of the Company, any consolidation or merger of the Company\nwith or into another corporation, or any conveyance of all or substantially all\nof the assets of the Company to another corporation; or\n\n                                       4\n\n\n\n      (c) of any voluntary or involuntary dissolution, liquidation or winding up\nof the Company;\n\nthen, and in each such case, the Company shall mail or cause to be mailed to\neach Holder of a Warrant at the time outstanding a notice specifying, as the\ncase may be, (i) the date on which a record is to be taken for the purpose of\nsuch dividend, distribution or right, and stating the amount and character of\nsuch dividend, distribution or right, or (ii) the date on which such\nreorganization, reclassification, consolidation, merger, conveyance,\ndissolution, liquidation or winding up is to take place, and the time, if any,\nto be fixed, as to which the holders of record of Warrant Stock (or such other\nsecurities at the time receivable upon the exercise of these Warrants) shall be\nentitled to exchange their shares of Warrant Stock (or such other securities)\nfor securities or other property deliverable upon such reorganization,\nreclassification, consolidation, merger, conveyance, dissolution, liquidation or\nwinding up. Such notice shall be mailed at least 20 days prior to the date\ntherein specified and these Warrants may be exercised prior to said date during\nthe term of these Warrants.\n\n      7. RESTRICTIONS ON TRANSFER OF WARRANTS. WARRANT STOCK AND OTHER\nSECURITIES. The Warrant Stock and Other Securities may not be sold, transferred\nor otherwise disposed of unless registered under the Securities Act of 1933 (the\n\"Securities Act\") and any applicable state securities laws or pursuant to\navailable exemptions from such registration, provided that the seller delivers\nto the Company an opinion of counsel satisfactory to the Company confirming the\navailability of such exemption.\n\n      8. LEGEND. Unless the shares of Warrant Stock or Other Securities have\nbeen registered under the Securities Act, upon exercise of any of these Warrants\nand the issuance of any of the shares of Warrant Stock or Other Securities, all\ncertificates representing such securities shall bear on the face thereof\nsubstantially the following legend:\n\n      THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933\n      (THE \"SECURITIES ACT\") OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY\n      NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER\n      THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO\n      AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER\n      DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY\n      CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. INVESTORS SHOULD BE AWARE\n      THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT\n      FOR AN INDEFINITE PERIOD OF TIME.\n\n      9. NOTICES. All notices required hereunder shall be in writing and shall\nbe deemed given when telegraphed, delivered personally or within two days after\nmailing when mailed by\n\n                                       5\n\n\n\ncertified or registered mail, return receipt requested, to the Company at its\nprincipal office, or to the Holder at the address set forth on the record books\nof the Company, or at such other address of which the Company or the Holder has\nbeen advised by notice in writing hereunder.\n\n      10. APPLICABLE LAW. These Warrants shall be governed by, and construed in\naccordance with, the laws of the State of Delaware, without giving effect to\nconflicts of law principles.\n\n                                       6\n\n\n\n      IN WITNESS WHEREOF, the Company has caused these Warrants to be signed on\nits behalf, in its corporate name, by its duly authorized officer, all as of the\nday and year first above written.\n\n                                          SPORTSLINE USA, INC.\n\n                                          By:\n                                             ------------------------\n                                          Title: President\n\n                                       7\n\n\n\n                            WARRANT EXERCISE FORM\n\nThe undersigned hereby irrevocably elects to exercise Warrants to purchase ____\nshares of Common Stock of SportsLine USA, Inc., a Florida corporation, and\nhereby makes payment of $__________ in full satisfaction therefor.\n\n                                          --------------------------------\n                                          Signature\n\n                                          --------------------------------\n                                          Signature, if Jointly held\n\n                                          --------------------------------\n                                          Date\n\n                       INSTRUCTIONS FOR ISSUANCE OF STOCK\n              (if other than to the Holder of the within Warrants)\n\nName\n    ----------------------------------------------------------------------------\n                                    (Please typewrite or print in block letters)\n\nAddress\n       -------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\nSocial Security or Taxpayer Identification Number\n                                                 -------------------------------\n\n                                       8\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8900],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9619],"class_list":["post-42527","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sportslinecom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42527","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=42527"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42527"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42527"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42527"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}