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                                                                   Exhibit 10.15


             INTELLIGENT INFORMATION INCORPORATED SERVICE AGREEMENT

      THIS AGREEMENT is entered into by and between Intelligent Information
Incorporated, a Delaware corporation (hereinafter referred to as "III") and The
Weather Channel Enterprises, Inc, with its principal office located at 300
Interstate North Parkway, Atlanta, GA 30339, a Georgia corporation (hereinafter
referred to as "TWCE"). The effective date of this Agreement is December 21,
1998.

      WHEREAS, III owns computer software and hardware and has related
procedures (hereinafter referred to as "Systems") and by utilizing these Systems
provides "Products" in the form of "services" and "packages" that deliver
"intelligent information" based on data from various sources (hereinafter
referred to as "Information Providers") to text displaying wireless devices
either at prearranged times, as data conditions change, by prearranged
parameters or on-demand; and

      WHEREAS, TWCE desires to enable III to provide Products containing content
supplied by TWCE to customers (hereinafter customers receiving such Products are
referred to as "Subscribers"); and

      WHEREAS, the parties agree to enter into certain arrangements, as set
forth herein, for that purpose;

      NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby confessed and acknowledged, it is agreed as follows:

1.    Content and Distribution Rights.

      a)    Subject to the terms of this Agreement, III shall have the
            non-exclusive right to use and distribute the weather information
            specifically described on Appendix B (the "Content") to the
            following classes of subscribers as all or part of the Products:

            i)    to Subscribers ("TWCE Subscribers") who have been provided to
                  III by TWCE;

            ii)   to Subscribers ("ATT Subscribers") who are customers of AT&T
                  Wireless Services ("ATT"); and

            iii)  to other Subscribers who are customers of other wireless
                  information service providers ("Other Providers"), provided
                  that TWCE has approved in writing and in its sole discretion
                  the provision of the Content to the customers of such Other
                  Providers.

      b)    III will not distribute, market or otherwise make available to any
            Subscriber, directly or as part of a Product, weather information
            similar to the type of information that is contained in the Content.
            However, nothing contained in this subparagraph (b) will prevent III
            from distributing to Subscribers weather information dissimilar to
            the Content that is of a type that TWCE has not made available to
            III.

2.    Provision of Products. III grants TWCE the right to market and sell the
      Products to potential Subscribers. III shall provide the Products to
      Subscribers in accordance with this Agreement. If

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      III and TWCE determine that a modification to any Product containing the
      Content is appropriate, then TWCE shall have the right to approve any such
      modifications. III shall have no authority to make any changes to the
      Content, but TWCE will use commercially reasonable efforts to make any
      required changes to the Content. TWCE will provide reasonable feedback to
      III on use of the Products by TWCE Subscribers, and III will provide
      reasonable feedback to TWCE on use of the Content by Subscribers.

3.    Product Materials. III will cooperate with TWCE in the development and
      production of promotional or instructional literature or information
      relating to the Products. The development, production and use costs for
      such materials are the responsibility of TWCE.

4.    Communications. III and TWCE shall use the Internet to deliver the
      Products to the Subscribers and the Content to III. Notwithstanding the
      foregoing, TWCE shall provide and maintain at its cost, mutually agreeable
      communication protocol(s) and communications connection(s) with III for
      the purposes of providing the Products to Subscribers and delivering the
      Content to III. However, if any Subscriber is a customer of a weather
      information service provider that does not provide a toll-free
      communications link (through Internet e-mail or a dial-up number) for the
      delivery of messages, then III will be responsible for providing the
      Product at an additional cost determined by III in order to cover the
      additional cost of delivery of messages to that Subscriber.

5.    Provisioning. III shall setup each Subscriber on its systems by acquiring
      the appropriate credit card or billing information and addressing
      information for the delivery of the Products to that Subscriber, and shall
      be responsible for all billing of Subscribers (or ATT or Other Provider,
      as applicable) related to the Products.

6.    Profile Maintenance. TWCE will designate an employee who will work with
      III on a web interface for the purpose of adding, changing and deleting
      parameters in the Subscriber's database maintained in III Systems. III
      will be responsible for receiving and effecting any additions, changes or
      deletions in Subscriber information in accordance with procedures outlined
      in Appendix B.

7.    Subscriber Agreement. III will execute a Subscriber Agreement,
      substantially in the form of that contained in Appendix A, with each
      Subscriber prior to activation of the Service.

8.    Marketing. TWCE shall market the Product by actively promoting and
      marketing the commercial availability of its wireless services. TWCE's
      marketing initiatives may include, in its discretion, direct response
      programs, print advertising, web advertising, newsletters, brochures,
      public relations, retail merchandising and other marketing media. III will
      use reasonable efforts to promote the use of the Content to customers of
      ATT and approved Other Providers.

9.    Reporting. No later than the tenth (10th) day of each month, III shall
      provide to TWCE a count of all Subscribers for the prior calendar month, a
      total message sent count for Services for the prior calendar month and
      miscellaneous reports as reasonably necessary to evidence III's payment
      obligations hereunder or as reasonably requested by TWCE from time to
      time.

10.   Payments. No later than the last day of each calendar month, III shall
      make the payment to TWCE required by Appendix B. Any payment from TWCE to
      III required by Appendix B shall be

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      made to III by the end of the succeeding calendar month. TWCE shall
      include with each payment a detailed description of the manner in which
      the payment was calculated.

11.   Trademarks.

      a)    III grants to TWCE a non-exclusive, non-transferable license, during
            the term of this Agreement, to use the trade names, trademarks,
            service marks and logos of III listed on Appendix C (the "III
            Marks") solely in connection with the marketing and provision of
            Products containing the Content to Subscribers. III reserves all
            right, title and interest in and to the III Marks. TWCE's use of the
            III Marks will be subject to the prior written approval of III,
            which shall not be unreasonably withheld or delayed. If III does not
            provide a written response within five business days of the receipt
            of a written request, approval shall be considered granted. TWCE
            shall comply with all written guidelines provided by III with
            respect to the graphic reproduction and use of the III Marks. This
            license cannot be sub-licensed, assigned or otherwise transferred by
            TWCE to any third party without the express written consent of III.
            The license granted by III to TWCE hereunder shall automatically and
            immediately terminate upon the expiration or termination of this
            Agreement.

      b)    TWCE grants to III a non-exclusive, non-transferable license, during
            the term of this Agreement, to use the trade names, trademarks,
            service marks and logos of TWCE listed on Appendix D (the "TWCE
            Marks") solely in connection with the marketing, advertisement,
            promotion and distribution of the Content as contemplated by this
            Agreement. TWCE reserves all right, title and interest in and to the
            TWCE Marks. III's use of the TWCE Marks will be subject to the prior
            written approval of TWCE, which shall not be unreasonably withheld
            or delayed. If TWCE does not provide a written response within five
            business days of the receipt of a written request, approval shall be
            considered granted. III shall comply with all written guidelines
            provided by TWCE with respect to the graphic reproduction and use of
            the TWCE Marks. This license cannot be sub-licensed, assigned or
            otherwise transferred by III to any third party without the express
            written consent of TWCE. TWCE further hereby grants to III a
            non-exclusive, non-transferable license, during the term of this
            Agreement, to transmit the TWCE Marks solely during and as contained
            within the transmission of Content as part of a Product. The license
            granted by TWCE to III hereunder shall automatically and immediately
            terminate upon the expiration or termination of this Agreement.

12.   Audit. III hereby authorizes TWCE, or its agents, at its sole cost and
      during III's regular business hours, access to III's business records
      related to the Products for the purpose of verifying the authorized
      distribution of the Content. III further agrees to maintain such business
      records for not less than three (3) years.

13.   Unauthorized Use of Products. In the event that either party becomes aware
      that any third party is improperly using the Content or the Products, then
      the party that first becomes aware of any third party so doing, shall
      immediately notify the other party of the facts of which it is aware in
      connection with such actual or potential unauthorized use and shall
      provide the other party with any documents in its possession with respect
      to the same. The parties shall cooperate to the fullest extent possible to
      take all actions necessary to eliminate such unauthorized use as
      expeditiously as possible.

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14.   Liability.

      a)    III SHALL HAVE NO LIABILITY FOR CLAIMS OR DAMAGES, INCLUDING BUT NOT
            LIMITED TO ANTICIPATED OR LOST PROFITS OR ANY ACTUAL, DIRECT,
            INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, TO TWCE OR ANY OF ITS
            AGENTS OR SUBSCRIBERS, RELATING TO ANY DEFECTS, DELAYS OR FAILURES
            OF TRANSMISSION OR RECEPTION OF INFORMATION PROCESSED OR TO BE
            PROCESSED IN ANY WAY OR MANNER BY III, INCLUDING, BUT NOT LIMITED
            TO, DAMAGES OF ANY NATURE ARISING FROM ANY NEGLIGENCE OF III, ITS
            CUSTOMERS, OFFICERS, AGENTS, DIRECTORS AND EMPLOYEES.

      b)    TWCE SHALL HAVE NO LIABILITY FOR CLAIMS OR DAMAGES, INCLUDING BUT
            NOT LIMITED TO ANTICIPATED OR LOST PROFITS OR ANY ACTUAL, DIRECT,
            INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, TO III OR ANY OF ITS
            AGENTS OR SUBSCRIBERS, RELATING TO ANY DEFECTS, DELAYS OR FAILURES
            IN THE PROVISION OF THE CONTENT OR FROM THE ACCURACY OF THE CONTENT,
            INCLUDING, BUT NOT LIMITED TO, DAMAGES OF ANY NATURE ARISING FROM
            ANY NEGLIGENCE OF TWCE, ITS CUSTOMERS, OFFICERS, AGENTS, DIRECTORS
            AND EMPLOYEES.

15.   Assignment. This Agreement may not be assigned by either party without the
      prior written consent of the other party hereto. Such assignment does not
      relieve the assigning party of its obligations hereunder, unless expressly
      agreed in writing.

16.   Term. The term of this Agreement is two (2) years beginning on the
      effective date of this Agreement. However, either party may terminate
      this Agreement upon sixty (60) days prior written notice, provided that
      the termination date pursuant to this paragraph 18 shall not be prior to
      the eighteen (18) month anniversary of the effective date of this
      Agreement. Upon delivery of such termination notice, the parties will
      negotiate in good faith regarding a possible extension and/or modification
      of the terms of this Agreement.

17.   Termination. Any party may also terminate this Agreement upon not less
      than thirty (30) days prior written notice to the other party if:

      a)    The party makes an assignment for the benefit of its creditors; or
      b)    Any petition shall be filed by or against the other party under any
            Section or Chapter of the Federal Bankruptcy Act as amended or as
            may be amended or any similar law or statute of the United States or
            any state thereof which is not dismissed within thirty-five (35)
            days after filing; or
      c)    The III Systems fail to materially perform or become materially
            defective, and such defect(s) or failure(s) of performance is not
            remedied by III within ten (10) working days from the receipt of
            notice to III of the failure or defect.

      Upon termination of this Agreement, TWCE and III agree to immediately
      discontinue all use of the other party's Trademarks, and to delete the
      same from products, boxes, containers and/or packaging, and to destroy all
      printed materials bearing any of the other party's Trademarks.

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      Upon any termination or expiration of this Agreement, the following
      paragraphs of this Agreement shall survive the termination or expiration:
      9, 10, 11, 12, 14, 17 through 25.

18.   Non Payment.

      a)    If III fails to make any payment to TWCE as due hereunder, and such
            payment is not actually received by TWCE within ten (10) days of its
            due date, then TWCE may immediately terminate this Agreement by
            notice to III.

      b)    If TWCE has payment obligations pursuant to this Agreement, and
            fails to make any payment to III as due hereunder, then if such
            payment is not actually received by III within ten (10) days of its
            due date, III may immediately terminate this Agreement by notice to
            TWCE.

19.   Addresses. The mailing address of III is One Dock Street, Suite 500,
      Stamford, CT 06902. The mailing address of TWCE is specified below. All
      notices of default or failure of obligation hereunder shall be mailed to
      the other party first class, certified mail, return receipt requested and
      shall be addressed as such unless written notice is made to the other
      party informing said of a change in mailing address.

20.   Law. This Agreement shall be governed and construed in accordance with the
      laws of the State of New York. In any action between the parties to
      enforce any of the terms of this Agreement, the prevailing party shall be
      entitled to recover reasonable expenses, including reasonable attorneys'
      fees.

21.   Contractors. It is expressly agreed that III and TWCE are acting hereunder
      as independent contractors. Under no circumstances shall any of the
      employees of one party be deemed the employees of the other for any
      purpose.

22.   No Effect. If any provision of this Agreement is determined by a court of
      competent jurisdiction to be invalid or unenforceable, such determination
      shall not affect the validity or enforceability of any other part or
      provision of this Agreement. A waiver by either party of any term or
      condition of this Agreement in any instance shall not be deemed or
      construed as a waiver of such term or condition for the future, or of any
      subsequent breach thereof. All remedies, rights, undertakings, obligations
      and agreements contained in this Agreement shall be cumulative, and none
      of them shall be in limitation of any other remedy, right, undertaking,
      obligation or agreement of either party set forth herein.

23.   Millennium. III warrants that its software and/or hardware is "Year 2000
      compliant". This means that the Products shall operate without error
      relating to date data, specifically including any error relating to date
      data which represents or references different centuries or more than a
      century, will not abnormally end and will be able to accurately process
      date data (including, but not limited to, calculating, comparing, and
      sequencing) from, into, and between the twentieth and twenty-first
      centuries, including leap year calculations. III further warrants during
      the term of this Agreement that any software and/or hardware used by III
      in support of the Products as contained in this Agreement are year 2000
      compliant and that the provision of Products under this Agreement will be
      uninterrupted.

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24.   Confidentiality. The following is agreed to for the treatment of
      confidential information:

      a)    III and TWCE agree to keep confidential all confidential and
            proprietary information and materials (a) prepared or developed by
            or for it (including the financial terms of this Agreement) and (b)
            supplied by one party to the other under this Agreement, provided
            that information and materials intended to be held in confidence are
            (i) designated as "Confidential" and (ii) are not available in the
            public domain.

      b)    Confidential information may be disclosed only as necessary to
            enforce a party's rights under this Agreement or to comply with any
            legal or governmental action. In the event of legal or governmental
            action, the disclosing party shall promptly notify the other and
            shall cooperate in any reasonable manner with the other in
            contesting such disclosure.

25.   Entire Agreement. This Agreement, including the Appendices attached
      hereto, constitutes the entire agreement between the parties with respect
      to this subject matter and supersedes all previous proposals, both oral
      and written, negotiations, representations, commitments, writings and all
      other communications between the parties. This Agreement may not be
      released, discharged or modified except by an instrument in writing signed
      by the parties.

IN WITNESS WHEREOF, the parties have hereto hereby execute this Agreement.


/s/ Mike Carey                         /s/ Stephen Maloney
---------------------------------      -----------------------------------------
Authorized TWCE Signature              Authorized III Signature

Mike Carey                             Steve Maloney
---------------------------------      -----------------------------------------
Name                                   Name

Sr. Vice President                     President
---------------------------------      -----------------------------------------
Title                                  Title

12/21/98                               1/4/99
---------------------------------      -----------------------------------------
Date                                   Date

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                                                                      APPENDIX A

SUBSCRIBER AGREEMENT

YOUR USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF THE FOLLOWING TERMS.

1. Information obtainable through the Service has been provided by various
independent sources believed to be reliable. However, the accuracy, completeness
and/or timeliness of the Information is not guaranteed by any Provider selling,
transmitting, processing, consolidating or originating the Information, and the
Providers shall not be liable for any loss or damage arising from any inaccuracy
or error in delivering the Information.

2. NO PROVIDER MAKES ANY EXPRESS OR IMPLIED WARRANTIES REGARDING THE SERVICE OR
THE INFORMATION, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.

3. THE PROVIDERS ENTIRE LIABILITY FOR DAMAGES IN CONNECTION WITH THE SERVICE OR
THE INFORMATION SHALL NOT EXCEED THE AMOUNTS PAID FOR SUBSCRIBING TO THE
SERVICE. IN NO EVENT WILL ANY PROVIDER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL,
SPECIAL, PUNITIVE OR INDIRECT DAMAGES OR FOR ANY LOST PROFITS, EVEN IF SUCH
PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

4. You acknowledge that the Providers have proprietary interests in the
Information and agree not to reproduce, retransmit, sell, publish or
commercially exploit the Information in any manner.

5. The Providers reserve the right to terminate the Service at any time, for any
or no reason and without notice and shall have no liability to you upon such
termination other than to refund a pro rated portion of the fee for the Service
if such termination is without cause.

6. You represent that you are entering into this Agreement in your individual
capacity and not on behalf of any firm, corporation, partnership, trust or
association.

7. You understand that the Service may include advertising messages and
e-commerce opportunities and agree to receive such messages and opportunities.

8. You acknowledge that no Provider has made any representation to you regarding
the Service or the Information that is not expressly stated in this Agreement.
If any provision of this Agreement is invalid or unenforceable under applicable
law, it shall, to that extent, be deemed omitted, and the remaining provisions
will continue in full force and effect. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

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                                                                      APPENDIX B

I PRODUCT DESCRIPTION

OVERVIEW

The Weather Channel will provide Content for III to use in Products, i.e.,
wirelessly delivered personalized weather information services that will be
marketed and sold by TWCE, and other entities as approved by TWCE and III, as
defined herein.

DEFINITIONS

      o     "Affiliate" means a third party authorized by TWCE to resell the
            Product.
      o     "Non Affiliate" means any network that is supported on TWCE web site
            that does not have "Affiliate" status.

CONTENT

      o     TWCE will provide or make available to III the following Content for
            inclusion in the Products as described:
            o     Three Day Forecast -- weather forecasts for the next three
                  days for 1300 US cities, delivered to III in the morning
                  (approx. 6 a.m.), early afternoon (approx. 2 p.m.) and night
                  (approx. 7 p.m.) for delivery to Subscribers according to the
                  their requested time(s).
            o     Current Weather Conditions -- conditions for 1300 US cities
                  delivered to III hourly for delivery to Subscriber in groups
                  of one, two or three cities according to the their requested
                  time(s).
      o     All data files will be made available to III via an FTP GET on TWCE
            servers, or such future methods as mutually agreed to, so as to
            support the reliable timely acquisition of the Content.

      o     It is agreed that from time to time, TWCE may expand the Content
            offerings to III to include additional weather information and
            services. It is agreed and understood that these additional Content
            offerings shall be deemed to be Content for the purposes of this
            Agreement and shall enjoy all the protections and privileges and be
            subject to the applicable restrictions set forth in this Agreement.


OPERATIONAL CONSIDERATIONS/PRODUCT FULFILLMENT

      o     The primary fulfillment model provides end users a way to activate
            through TWCE or its affiliate and III web pages.
      o     III will be responsible for the processing and distribution of
            mobile weather messages to the end user and the billing, collection
            and distribution of collected revenue for TWCE customers.

COMPENSATION

      o     TWCE, and approved Affiliates, will receive payment from III
            for Subscribers at the rate of [*] of the agreed to selling price
            charged by III, provided that III will be entitled to retain at
            least [*] per individual Subscriber per month. In the event that the
            parties mutually agree to a pure advertising revenue model, then the
            parties will negotiate in good faith to ensure that III's share of
            revenue from advertising covers the III [*] per Subscriber per month
            minimum described above and III's [*] III ADMATTS (Advanced Data
            Mining Tagging and Transaction System) services.

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      o     III will also pay to TWCE [*] per month for each non-TWCE
            Subscriber receiving Content. In the event that TWCE expands the
            Content to include over six thousand cities for the Three Day
            Forecast and Current Weather Conditions and includes short form for
            Severe Weather reports as part of the Content, then III will pay
            [*] per month for each non-TWCE Subscriber receiving Content. It is
            expressly understood that this formula applies only to AT&T Wireless
            Services, and that terms for any Other Provider will be agreed upon
            on a case by case basis.

      o     If TWCE in its discretion elects to include and sell advertising
            along with Content distributed by III through its ADMATTS system,
            the [*] attributable to such advertising shall be [*]. TWCE shall
            [*] and [*] as provided in paragraph 10 of this
            Agreement. The [*] shall apply to content distributed by the III
            ADMATTS system only, and no other advertising [*] shall be affected.

      o     TWCE shall retain the sole right, in its discretion, to insert or
            attach advertising in or on any and all Content created by TWCE and
            distributed by III. TWCE does not authorize III to, and III shall
            not, solicit advertising on behalf of TWCE, or for its own purposes,
            for inclusion in or adjacent to any Content created by TWCE and
            delivered by III. Should TWCE elect to insert or attach advertising
            in or on any Content to be distributed to ATT Subscribers or to
            Subscribers of Other Providers, then TWCE shall obtain III approval,
            such approval will only be withheld if ATT or the Other Provider so
            requires, and will [*] attributable to such advertising as described
            above.


II. DESCRIPTION OF PROFILE MAINTENANCE

NetCare!

NetCare!, an Internet based real time registration and profile management
system, is provided to TWCE [*]. However, should incremental programming be
required at TWCE's written request on behalf of TWCE affiliates, then a [*] per
Affiliate will be charged to modify Netcare! III will customize the performance
of NetCare! to TWCE Affiliates Product set as then described, and within reason
modify the "look and feel" of the web site provided to meet TWCE Affiliate's
existing standards. III will [*], e.g., via banners, each month [*]. Thereafter
TWCE Affiliates will [*] by NetCare!

III may provide, at its discretion, an IVR version of its NetCare! for use in
the registration of Subscribers and for Subscriber profile management.

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                                                                      APPENDIX C

III MARKS

1. "Powered by iii"

TWCE shall follow "Powered by iii" Guidelines for Use, Exhibit 1 and agrees to
the following conditions of use:

      a.    TWCE shall at all times use and clearly show in connection with the
            Products, associated advertising, labels and packaging, the
            Trademarks and any appropriate legends, markings, and/or notices of
            property right as may be required by III from time to time.
            Depending on the trademarks used, the current legend or notice
            requirements are:

            i.    A TM should appear adjacent to the Trademarks.
            ii.   A legend should appear indicating that the Trademark is a
                  trademark of Intelligent Information Incorporated. For
                  example, "Powered by iii is a trademark of Intelligent
                  Information Incorporated".

      b.    TWCE agrees to submit to III a sample of the proposed use of the
            Trademarks on or with the Products, boxes, containers and/or
            packaging, and III shall have approved such proposed use in writing
            prior to any sale of the Products using such Trademarks in the
            proposed manner or any other public use of the Trademarks in the
            proposed manner by TWCE. Approval will not be unreasonably withheld,
            and if III does not provide a written response within ten days of
            the receipt of such a request, approval shall be considered granted.

      d.    TWCE will not harm, misuse or bring into disrepute the Trademarks.

      e.    TWCE acknowledges the ownership of the Trademarks in III, and agrees
            that it will do nothing inconsistent with such ownership and that
            all use of the Trademarks by TWCE shall inure to the benefit of and
            on behalf of III.

      f.    TWCE agrees that nothing in the Agreement shall give TWCE any right,
            title or interest in the Trademarks, other than the right to use the
            Trademarks in accordance with this Agreement, and TWCE agrees that
            it will not claim title to the Trademarks or attack the title of III
            in the Trademarks.

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                                                                       Exhibit 1

"Powered by iii" Guidelines for Use

The Value of "Powered by iii"

o     The "Powered by iii" Logo (the "Logo") is an effective way to identify
      information services offering as incorporating the benefits and features
      of the leading source of personalized content for wireless devices,
      Intelligent Information Incorporated (III).
o     Use of the Logo also qualifies TWCEs to participate in III's advanced
      business partner support programs.

The Logo's Meaning for Business Partner Use

o     The Logo conveys the value and excitement of personalized information
      services provided by the III platform. Business partners are required to
      use this Logo in advertising, point-of-purchase displays, and marketing
      materials to promote information services. Use of the Logo is made
      mandatory under the trademark license granted in the standard III Service
      Agreement, and the Logo may only be used according to these Guidelines.
      These Guidelines help ensure that the Logo continues to provide consumers
      with a clear identification of information service quality.
o     To protect this valuable trademark, the business partner may not use the
      Logo in any way other than as described in these guidelines or as may be
      provided in writing by III from time to time. Any unauthorized use of the
      Logo is an infringement of III's trademark rights.

Business Partner Logo Artwork

o     Do not use artwork provided by any source other than III. III will provide
      approved Business Partners that agree to follow these guidelines with
      electronic versions of the Logo. You may not alter this artwork in any
      way, separate the words from the graphic, or replace the words with any
      others. The trademark symbol (TM) must appear at the lower right corner of
      the graphic portion of the Logo. Documents including the Powered by iii
      logo must also include the footnote, in no less than 6 point text,
      "Powered by iii is a trademark of Intelligent Information Incorporated."

Sizing and Placement Requirement

o     The Logo may be used only on materials that make accurate references to
      the information services as provided by III. The Logo must be placed in
      close proximity to headline copy or logo treatments dealing with
      information services. The Logo cannot be larger or more prominent than
      your company name, company logo, product name (if applicable), or service
      name.
o     The Logo may stand-alone, or be incorporated into your information
      services logo if appropriate. If the Logo is used as a stand alone
      element, a minimum amount of empty space must be left between the Logo and
      any other object such as type, photography, borders, edges, etc. The
      required border of empty space around the Logo must be 1/4x wide, where x
      equals the height of the graphic, as measured from the highest point on
      the graphic portion of the Logo to the lowest point on the graphic portion
      of the Logo.
o     Minimum size for the Logo is 3/8 of an inch high.

Intelligent Information Incorporated
Confidential

CONFIDENTIAL TREATMENT REQUESTED

Brackets have been used to identify information which has been omitted from
this exhibit pursuant to a request for confidential treatment and filed
separately with the Securities and Exchange Commission.


                                     - 11 -
<PAGE>   12

o     Business partners may not use the Logo in any manner that suggests that
      advertising, point-of-purchase displays, or other marketing materials are
      from III.
o     The footnote "Powered by iii is a trademark of Intelligent Information
      Incorporated", in not less than 6 point type, must accompany each use of
      the Logo.
o     Intelligent Information Incorporated reserves the right to object to
      unfair uses or misuses of its trademarks or other violations of applicable
      law.

Color Treatment

o     You may not alter the colors of the Logo in any way from the treatments
      provided by III, without the written approval of III.

Quality Control

o     III reserves the right to review business partner use of the Logo.
      Business partner must correct any deficiencies in the use of the Logo upon
      reasonable notice from III.
o     Address any questions concerning the Logo to the appropriate III Account
      Manager or III's Director of Marketing.
o     Intelligent Information Incorporated reserves the right to change the Logo
      and/or these guidelines at any time at its discretion. You must comply
      with the guidelines as amended from time to time.

Intelligent Information Incorporated
Confidential

CONFIDENTIAL TREATMENT REQUESTED

Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.


                                     - 12 -
<PAGE>   13

                                                                      APPENDIX D

TWCE MARKS

      1.    The Weather Channel(R)

      2.    Admosphere(R)

      3.    America's Natural Resource(R)

      4.    Everything Weather(R)

      5.    Local on the 8's(R)

      6.    Met on the Net(R)

      7.    SafeSide(R)

      8.    Starlit(R)

      9.    The Frequency of Weather(R)

      10.   The Weather Channel Connection(R)

      11.   The Weather Classroom(R)

      12.   Travelwise(R)

      13.   TWC(R)

      14.   Weather Star(R)

      15.   Weather Star XL(R)

      16.   Weather You Can Always Turn To(R)

      17.   Weathering The Seasons(R)

Intelligent Information Incorporated
Confidential

CONFIDENTIAL TREATMENT REQUESTED

Brackets have been used to identify information which has been omitted from this
exhibit pursuant to a request for confidential treatment and filed separately
with the Securities and Exchange Commission.


                                     - 13 -