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                                                                 EXHIBIT 10.16

                                                                 CONFIDENTIAL


                           AUCTION SERVICES AGREEMENT

This Auction Services Agreement (this "Agreement") is entered into as of
September 15, 1999 ("Effective Date"), by and between Ticketmaster
Online-CitySearch, Inc., a Delaware corporation located at 790 E. Colorado
Blvd., Suite 200, Pasadena, CA 91101 ("TMCS"), and FairMarket, Inc., a Delaware
corporation located at 400 Unicorn Park Drive, Woburn, Massachusetts 01801
("FairMarket").

                                    RECITALS

         A. FairMarket and TMCS have entered into the Stock Purchase Agreement
dated as of September 15, 1999 (the "Purchase Agreement") pursuant to which, on
the Closing Date thereunder, TMCS is purchasing from FairMarket a specified
amount of shares of FairMarket's Series D Preferred Stock.

         B. TMCS owns and controls a number of websites on the Internet
(collectively, the "TMCS Sites").

         C. FairMarket is in the business of designing, developing, and hosting
web sites for third parties in connection with which FairMarket provides private
label auction services ("FairMarket Auction Services").

         D. TMCS and FairMarket wish to develop a number of co-branded versions
of the FairMarket Auction Services that will be developed and maintained by
FairMarket on an integrated basis with the TMCS Sites (the websites utilizing
the FairMarket Auction Services, when developed and launched, being collectively
referred to as the "Private Label Auction Sites") on the terms and conditions
set forth below.

         E. The execution and delivery of this Agreement by TMCS and FairMarket
is a condition precedent to consummation of the transactions contemplated by the
Purchase Agreement to be consummated at the Closing thereunder.

         NOW, THEREFORE, in consideration of the foregoing recitals, the
following covenants and promises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1.       CO-BRANDED PRIVATE LABEL AUCTION SERVICES

          a)   FairMarket will develop, host, and maintain, at its expense and
               at no additional charge to TMCS, the Private Label Auction Sites
               in accordance with the technical and content specifications set
               forth in Exhibit A hereto and as otherwise agreed by FairMarket
               and TMCS.

          b)   FairMarket will be responsible for all system operation software
               costs, hardware costs and operation costs incurred in connection
               with the development, operation and maintenance of the Private
               Label Auction Sites. The Private Label Auction

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               Sites shall utilize the functional specifications described in
               FairMarket's "Community AuctionPlace Features, version 4.0",
               which is attached hereto as Exhibit C, and as may be changed from
               time to time. FairMarket shall use commercially reasonable
               efforts to make the Private Label Auction Sites available to
               applicable users 24 hours per day, seven days per week. However,
               FairMarket makes no representation that access to such sites will
               be uninterrupted nor error free. TMCS shall have the right to
               terminate this Agreement upon ten business days prior written
               notice in the event that the server is not available at least 98%
               (excluding scheduled downtime) of any calendar month, provided
               that TMCS has been given prompt notice of any service outages
               during such calendar month, and a reasonable opportunity to cure.

          c)   FairMarket and TMCS will work together to develop and launch the
               Private Label Auction Sites in accordance with the schedule
               detailed in Exhibit B.

          d)   TMCS will display prominent links to the Private Label Auction
               Sites in a variety of locations across the TMCS Sites. At a
               minimum, TMCS will provide links from appropriate TMCS Site
               homepages, TMCS Site toolbars, and other contextually relevant
               areas within the appropriate TMCS Sites.

2.       ADVERTISING ON PRIVATE LABEL AUCTION SITES

          a)   TMCS will sell and serve all advertising on the Private Label
               Auction Sites (collectively "Auction Site Advertising"). TMCS
               will have the right to sell and serve all Auction Site
               Advertising on all pages within the Private Label Auction Sites.

          b)   TMCS will pay FairMarket, on a quarterly basis within thirty (30)
               days after the end of each calendar quarter, thirty per cent
               (30%) of Gross Advertising Revenue collected by TMCS during such
               quarter. For the purposes hereof, "Gross Advertising Revenue"
               means the aggregate amount of payments actually collected by TCMS
               during a specified period in respect Auction Site Advertising
               sold by TMCS. In the case of websites that are owned or
               controlled, directly or indirectly, by TMCS or USA Networks, Inc.
               ("USA"), TMCS will not run advertising for such sites without
               cash compensation except to the extent that TMCS has available
               inventory not purchased by third party advertisers.

          c)   Each quarterly payment made pursuant to Section 2(a) shall be
               accompanied by an Advertising Services Revenue Statement in
               respect of the prior calendar quarter. For purposes hereof,
               "Advertising Services Revenue Statement" means the statement in
               mutually agreed format setting for the Gross Advertising Revenue
               realized during the prior calendar quarter.


          d)   TMCS will keep accurate records and books of account relating to
               the calculation and reporting of the Gross Advertising Revenue
               throughout the term of this Agreement and for at least two years
               thereafter. During such period, FairMarket




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                                                                    CONFIDENTIAL

               shall have the right to cause an audit and/or inspection to be
               made of TMCS's applicable records by an independent certified
               public accountant in order to verify the Advertising Services
               Revenue Statements. Except as specified herein, FairMarket shall
               be responsible for all costs related to such audits. Such audits
               shall be made no more often than once every twelve (12) months.
               In the event that any underpayment is discovered as a result of
               any such audit, TMCS shall promptly make an adjusting payment to
               rectify the underpayment. If an audit reveals that TMCS has
               underpaid FairMarket by ten percent (10%) or more of the amounts
               due for any audited period of time, TMCS agrees, in addition to
               making prompt payment to the auditing party of all amounts due to
               pay the auditing party in respect of any underpayment, to pay all
               reasonable costs and expenses incurred by the auditing party in
               conducting such audit.

          e)   TMCS will not sell advertising on the Private Label Auction Sites
               to "FairMarket Named Competitors". FairMarket may notify TMCS of
               FairMarket Named Competitors or add to or replace company names
               on the list of FairMarket Named Competitors under the following
               conditions: (i) TMCS must approve any such names or changes, such
               approval not to be unreasonably withheld, (ii) the total number
               of FairMarket Named Competitors shall in no event exceed five
               companies, and (iii) the list may not be changed more than once
               per calendar quarter. The parties agree that websites featuring
               online auction functionalities now or in the future owned or
               controlled, directly or indirectly, by USA will be allowed to
               advertise on the Private Label Auction Sites.

3.       TRANSACTION REVENUE

          a)   "FairMarket Network" shall mean the network of all websites of
               FairMarket customers for whom FairMarket hosts Private Label
               Auction Services.

          b)   "Seller(s)" shall mean a user who lists product(s) or service(s)
               for sale on the FairMarket Network.

          c)   "Buyer(s)" shall mean a user who successfully bids for product(s)
               or service(s) on the FairMarket Network.

          d)   "Transaction Fees" shall mean any fee charged to Sellers or
               Buyers that become payable upon the consummation of a sale of a
               product or service through the FairMarket Network.

          e)   "Listing Fees" shall mean any fee charged to a Seller for placing
               any listing of products or services on a Private Label Auction
               Site.

          f)   "Gross Transaction Revenue" shall mean one hundred per cent
               (100%) of Listing Fees charged to Sellers on each Private Label
               Auction Site, plus fifty per cent (50%) of all Transaction Fees
               (using such Private Label Auction Site's then-current transaction
               fee schedule) resulting from transactions in which a Seller


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                                                                    CONFIDENTIAL

               used such Private Label Auction Site (regardless of whether the
               Buyer uses such Private Label Auction Site or another site within
               the FairMarket Network), plus fifty per cent (50%) of all
               Transaction Fees (using such Private Label Auction Site's
               then-current transaction fee schedule) resulting from
               transactions in which the Buyer used such Private Label Auction
               Site (regardless of whether the Seller uses such Private Label
               Auction Site or another site within the FairMarket Network).

          g)   "Net Transaction Revenue" shall mean actual Gross Transaction
               Revenue less actual returns or similar credits and credit card
               and other processing costs (collectively not to exceed 5.0% of
               Gross Transaction Revenue regardless of actual processing costs).

          h)   "Shared Transaction Revenue" shall mean seventy per cent (70%) of
               Net Transaction Revenue recognized by FairMarket during a
               specified period.

          i)   FairMarket and TMCS will jointly determine the amount, if any, of
               Transaction Fees and Listing Fees for each Private Label Auction
               Site. The parties will take into consideration current industry
               pricing and the competitive environment when setting pricing, and
               will establish pricing comparable to that charged by leading
               independent auction sites and other leading portals.

          j)   FairMarket will pay TMCS, on a quarterly basis, the Shared
               Transaction Revenue within thirty (30) days following the end of
               each quarter.

          k)   Each quarterly payment made pursuant to Section 3(j) shall be
               accompanied by an Transaction Revenue Statement in respect of the
               prior calendar quarter. For purposes hereof, "Transaction Revenue
               Statement" means the statement in mutually agreed format setting
               for the Net Transaction Revenue recognized during the prior
               calendar quarter.

          l)   FairMarket will keep accurate records and books of account
               relating to the calculation and reporting of the Net Transaction
               Revenue throughout the term of this Agreement and for at least
               two years thereafter. During such period, TMCS shall have the
               right to cause an audit and/or inspection to be made of
               FairMarket's applicable records by an independent certified
               public accountant in order to verify the Transaction Revenue
               Statements. Except as specified herein, TMCS shall be responsible
               for all costs related to such audits. Such audits shall be made
               no more often than once every twelve (12) months. In the event
               that any underpayment is discovered as a result of any such
               audit, FairMarket shall promptly make an adjusting payment to
               rectify the underpayment. If an audit reveals that FairMarket has
               underpaid TMCS by ten percent (10%) or more of the amounts due
               for any audited period of time, FairMarket agrees, in addition to
               making prompt payment to the auditing party of all amounts due to
               pay the auditing party in respect of any underpayment, to pay all
               reasonable costs and expenses incurred by the auditing party in
               conducting such audit.



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                                                                    CONFIDENTIAL

4.       ADVERTISING ON THE TMCS SITES AND USA NETWORK

          a)   In the one-year period beginning on the Effective Date, TMCS will
               provide FairMarket, at no cost to FairMarket, $2 million of
               advertising services on the TMCS Sites, valued at a "Most Favored
               Nations" discount (the "TMCS Advertising Services"). The parties
               will work together to select mutually agreeable locations for the
               TMCS Advertising Services. Placement and timing of the TMCS
               Advertising Services will be on an "as available" basis and may
               be preempted for paid advertising or promotion, provided however
               that TMCS will act in good faith and use commercially reasonable
               efforts to accommodate the reasonable requests of FairMarket. The
               TMCS Advertising Services will be made available only during the
               one-year period beginning on the Effective Date, and following
               the expiration of such one-year period TMCS shall have no further
               obligation to provide any TMCS Advertising Services.

          b)   All advertising featured on the TMCS Websites and provided in
               accordance with Section 4(a) above will refer to "CityAuction
               Auctions" or such other similar wording as TMCS may use in its
               discretion following consultation with FairMarket (it being
               understood that, notwithstanding such consultation, the use of
               such wording shall be subject to the final determination of
               TMCS), and will be directed to click through to the Private Label
               Auction Sites.

          c)   FairMarket will develop at FairMarket's expense the creative
               materials to be used in the TMCS Advertising Services. All such
               creative materials will be utilized subject to TMCS's approval,
               such approval not to be unreasonably withheld.

          d)   In the one-year period beginning on the Effective Date, TMCS will
               cause USA to provide to FairMarket, at no cost to FairMarket, $3
               million of television and cable advertising services, valued at
               "standard" discounts to USA's rate card, across the USA family of
               properties. The parties will work together to select mutually
               agreeable locations for the USA Advertising Services ("USA
               Advertising Services"). Placement and timing of USA Advertising
               Services will be on an "as available" basis and may be preempted
               for paid advertising or promotion, provided however that USA will
               act in good faith and use commercially reasonable efforts to
               accommodate the reasonable requests of FairMarket. The USA
               Advertising Services must be used during the one-year period
               beginning on the Effective Date, and following the expiration of
               such one-year period TMCS shall have no further obligation to
               provide any TMCS Advertising Services. FairMarket will develop at
               its sole expense the creative materials to be used in the USA
               Advertising Services.



5.       EXCLUSIVE AUCTION SERVICES PROVIDER

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                                                                    CONFIDENTIAL

          a)   TMCS will not form a relationship with any affiliate or third
               party company, other than FairMarket, to provide private label,
               co-branded, or other person-to-person or merchant-to-person
               online auction services for the TMCS Sites, except that the
               parties agree that 1) ticket sales where TMCS is an agent and 2)
               relationships with auction sites that are owned by USA or its
               affiliates will be excluded from this exclusivity provision.

          b)   If TMCS decides to offer tickets at auction, the parties agree 1)
               to use their respective best efforts to reach an agreement for
               FairMarket to provide auctions services for such auctions and 2)
               that FairMarket will have a right of first offer and a right to
               match any offer to provide ticket auctions to TMCS.

          c)   TMCS will use commercially reasonable efforts to cause USA to
               negotiate in good faith with FairMarket to provide FairMarket
               with an opportunity to be the primary provider of auction
               services for all USA Internet properties, including but not
               limited to HSN.com, FirstAuction, FirstJewelry, and FirstOutlet.

          d)   FairMarket shall promote TMCS's participation as a partner in its
               private label program in ongoing press materials, and in
               marketing collateral related to such program; provided that all
               uses of TMCS Marks in marketing and promotional materials shall
               require the prior review and approval of TMCS. In addition, in
               its sole discretion and to the extent reasonably practicable,
               FairMarket shall feature TMCS on the FairMarket home page in a
               manner similar to that in which other FairMarket customers are
               featured.

          e)   TMCS shall promote TMCS's participation as a partner in the
               FairMarket Network in ongoing press materials for the Private
               Label Auction Sites that are launched pursuant hereto, and in
               printed marketing collateral for such Private Label Auction
               Sites; provided that all uses of FairMarket Marks in marketing
               and promotional materials shall require the prior review and
               approval of FairMarket.

6.       TERM

          a)   The term of the Agreement shall begin on the Effective Date and
               will continue for three (3) years (the "Initial Term").

          b)   Following the expiration of the Initial Term, and unless earlier
               terminated pursuant to Section 7 hereof, this Agreement will
               automatically renew at the end of the Initial Term and each
               renewal term for an additional twelve (12) month term unless
               cancelled in writing by either party at least thirty (30) days
               prior to the end of the then-current term.

7.       TERMINATION

          a)   Either party may terminate this Agreement if the other party
               breaches any material obligation hereunder and such breach
               remains uncured for thirty (30) days

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                                                                    CONFIDENTIAL

               following the receipt of written notice to the breaching party of
               the breach and the notifying party's intention to terminate.

          b)   TMCS may terminate this Agreement effective upon written notice
               to FairMarket following the occurrence of a Change of Control
               Involving a Competitor. For purposes hereof, (x) a "Change of
               Control Involving a Competitor" means (i) the sale, lease,
               conveyance or other disposition of all or substantially all of
               FairMarket's assets to a TMCS Competitor; or (ii) any transaction
               or series of related transactions that results in any TMCS
               Competitor becoming the beneficial owner, directly or indirectly,
               of more than 50% of the aggregate voting power of all classes of
               common equity of FairMarket; and (y) a "TMCS Competitor" means
               any direct competitor of TMCS that TMCS may identify in writing
               from time to time (it being understood that it is the
               responsibility of FairMarket to confirm with TMCS in writing
               whether a particular entity that may acquire such shares or
               assets is then deemed to be a TMCS Competitor for purposes
               hereof).

          c)   Except as set forth in the License Agreement of even date
               herewith, upon termination of this Agreement, (i) TMCS and the
               TMCS Sites shall immediately discontinue all use of each Private
               Label Auction Site and return to FairMarket, or destroy, all
               tangible materials embodying intellectual property belonging to
               FairMarket, and (ii) FairMarket and the Private Label Auction
               Sites will discontinue all use of the User Data and return to
               TMCS, or destroy, all tangible materials embodying intellectual
               property belonging to TMCS.

          d)   All payments that have accrued prior to the termination or
               expiration of this Agreement will be payable in full within
               thirty (30) days of such termination or expiration.

          e)   The provisions of Section 11 (Confidentiality), Section 12
               (Warranty and Indemnity), Section 13 (Limitation of Liability),
               Section 14 (Dispute Resolution) and Section 6(b) of Exhibit A
               shall survive any termination or expiration of the Agreement.

8.       USAGE REPORTS AND USER DATA

          a)   FairMarket will make usage reports made available to TMCS via the
               Administrative Module (as defined in Exhibit A).

          b)   For the purpose of this Agreement, "User Data" shall mean all
               information submitted by a user of any Private Label Auction Site
               ("User") to such Private Label Auction Site. "Individually
               Identifiable User Data" shall mean User Data which can be
               reasonably used to identify a specific individual such as their
               name, address, phone number, etc.

          c)   Both parties acknowledge that any individual user of the Internet
               could become a customer of TMCS and/or FairMarket through the use
               of a TMCS Website or

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                                                                    CONFIDENTIAL

               website owned or controlled by FairMarket that is unrelated to
               this Agreement. Both parties further acknowledge that any data
               gathered about such Internet users unrelated to this Agreement
               shall not be considered User Data.

          d)   TMCS shall retain all rights to any User Data. TMCS will have
               full and continuous access to all User Data via the
               Administrative Module (as defined in Exhibit A).

          e)   TMCS hereby grants FairMarket a limited license to aggregate and
               use the User Data as follows: In the case of User submitted
               listings, TMCS grants FairMarket the right to aggregate and
               distribute such listings across the FairMarket Network. TMCS
               agrees that FairMarket shall be able to utilize, at its sole
               discretion, aggregated data from each Private Label Auction Site
               when aggregated with data from FairMarket's other customers.

9.       SERVICE OWNERSHIP AND LICENSE

          a)   FairMarket will retain all right, title and interest in and to
               the FairMarket Auction Services worldwide (including, but not
               limited to, ownership of all copyrights and other intellectual
               property rights therein); provided that TMCS will retain all
               right, title and interest in and to the design and look and feel
               of each Private Label Auction Site (other than the Auction
               Content Area) and the User Interface thereof (including, but not
               limited to, ownership of all copyrights and other intellectual
               property rights in such User Interface).

          b)   During the term of this Agreement, and subject to the terms and
               conditions of this Agreement, FairMarket hereby grants to TMCS,
               its affiliates and assigns a non-exclusive, non-transferable,
               irrevocable, royalty-free, worldwide right and license to use,
               distribute, transmit, publicly display, advertise and promote the
               FairMarket Auction Services and the listing data therein in
               connection with the Private Label Auction Sites and to the extent
               necessary for TMCS to fulfill its obligations under this
               Agreement. In addition, FairMarket grants to TMCS the right to
               sub-license the FairMarket Auction Services included in each
               Private Label Auction Site to TMCS's wholly-owned subsidiaries or
               joint ventures in which TMCS participates for the sole purpose of
               using, distributing, transmitting and publicly displaying such
               Private Label Auction Site in accordance with this Agreement.

          c)   During the term of this Agreement, and subject to the terms and
               conditions of this Agreement, TMCS hereby grants to FairMarket a
               non-exclusive, non-transferable, irrevocable, royalty-free,
               worldwide right and license to use, distribute, transmit and
               publicly display the look and feel of each Private Label Auction
               Site and the User Interface thereof in accordance with this
               Agreement.



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10.      TRADEMARK OWNERSHIP AND LICENSE
                                                                    CONFIDENTIAL

          a)   FairMarket will retain all right, title and interest in and to
               its trademarks, service marks and trade names worldwide, subject
               to the limited license granted to TMCS hereunder.

          b)   TMCS will retain all right, title and interest in and to its
               trademarks, service marks and trade names worldwide, subject to
               the limited license granted to FairMarket hereunder.

          c)   Each party (each a "Licensor" as to the trademarks, service marks
               and trade names licensed by it hereunder) hereby grants to the
               other a non-exclusive, limited license to use Licensor's
               trademarks, service marks or trade names only as specifically
               described in this Agreement. All such use shall be in accordance
               with Licensor's reasonable policies regarding advertising and
               trademark usage, as shall be established or changed from time to
               time, in each party's sole discretion.

          d)   Upon the expiration or termination of this Agreement, each party
               will cease using the trademarks, service marks and/or trade names
               of the other except:

               i. As the parties may agree in writing; or

               ii. To the extent permitted by applicable law.

11.      CONFIDENTIALITY

          a)   For the purposes of this Agreement, "Confidential Information"
               means information about the disclosing party's (or its
               suppliers') business or activities that is proprietary and
               confidential, which shall include all business, financial,
               technical and other information of a party marked or designated
               by such party as "confidential" or "proprietary"; or information
               which, by the nature of the circumstances surrounding the
               disclosure, ought in good faith to be treated as confidential.

          b)   Confidential Information will not include information that (i) is
               in or enters the public domain without breach of this Agreement,
               (ii) the receiving party lawfully receives from a third party
               without restriction on disclosure and without breach of a
               nondisclosure obligation or (iii) the receiving party knew prior
               to receiving such information from the disclosing party or
               develops independently.

          c)   Each party agrees (i) that it will not disclose to any third
               party or use any Confidential Information disclosed to it by the
               other except as expressly permitted in this Agreement and (ii)
               that it will take all reasonable measures to maintain the
               confidentiality of all Confidential Information of the other
               party in its possession or control, which will in no event be
               less than the measures it uses to maintain the confidentiality of
               its own information of similar importance.



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                                                                    CONFIDENTIAL


          d)   Notwithstanding the foregoing, each party may disclose
               Confidential Information (i) to the extent required by a court of
               competent jurisdiction or other governmental authority or
               otherwise as required by law or (ii) on a "need-to-know" basis
               under an obligation of confidentiality to its legal counsel,
               accountants, banks and other financing sources and their
               advisors.

          e)   The terms and conditions of this Agreement will be deemed to be
               the Confidential Information of each party and will not be
               disclosed without the written consent of the other party, except
               as may be required by law.

          f)   The parties' obligations under this Section 11 shall survive any
               termination or expiration of the Agreement.



12.      WARRANTY AND INDEMNITY

          a)   Each of FairMarket and TMCS warrants that it owns, or has
               obtained all necessary rights to distribute and make available as
               specified in this Agreement, any and all information, service or
               content that will be provided to the other party or made
               available to third parties in connection with this Agreement,
               including without limitation in the case of FairMarket, the
               FairMarket Auction Services.

          b)   FairMarket warrants to TMCS that: (i) each Private Label Auction
               Site will comply with the description and technical
               specifications as contemplated by this Agreement and all
               Exhibits; (ii) FairMarket will use its best efforts to ensure
               that the Private Label Web Sites will be accessible on a
               continuous, unlimited basis and will take measures consistent
               with industry standards to ensure such access in the event of a
               server crash, power outage, maintenance, service or other
               interruption to the FairMarket Auction Service; and (iii) the
               Private Label Auction Sites will continue to comply with all
               terms, specifications and conditions hereunder, notwithstanding
               the processing of dates including the years 2000 through 2100
               ("Year 2000 Data"), as follows: neither the Private Label Auction
               Sites nor their hosting servers will freeze, cease to function,
               generate incorrect data or produce incorrect results as a result
               of inputting, processing, calculating, comparing, converting, or
               presenting Year 2000 Data in calendar or system date; and the
               Private Label Auction Sites will recognize and present dates
               without ambiguity as to century in connection with sending Year
               2000 Data to other automated or computerized systems.

          c)   Each of FairMarket and TMCS will indemnify, defend and hold
               harmless the other party, and the other party's affiliates,
               officers, directors, employees, consultants and agents from any
               and all third party claims, liability, damages and/or costs
               (including, but not limited to, reasonable attorneys' fees)
               arising from:



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               i.   The breach of any warranty, representation or covenant by
                    such party, in this Agreement;

               ii.  Any claim that any Private Label Auction Site or any or all
                    information, service or content provided by such party to
                    the other party or made available to third parties by such
                    party, in connection with this Agreement infringes or
                    violates any third party's copyright, patent, trade secret,
                    trademark, right of publicity or right of privacy or
                    contains any defamatory content; or

               iii. Any claim based on property damage or personal injury
                    resulting from the gross negligence or willful or reckless
                    misconduct of such party.

               A party seeking indemnification hereunder will promptly notify
               the other party of any and all such claims and will reasonably
               cooperate with such other party in the defense and/or settlement
               thereof; provided that, if any settlement requires an affirmative
               obligation of, results in any ongoing liability to or prejudices
               or detrimentally impacts the indemnified party in any way and
               such obligation, liability, prejudice or impact can reasonably be
               expected to be material, then such settlement shall require the
               indemnified party's written consent (not to be unreasonably
               withheld or delayed) and the indemnified party may, at its sole
               cost and expense, have its own counsel in attendance at all
               proceedings and substantive negotiations relating to such claim.

          d)   EXCEPT AS SPECIFIED IN THIS AGREEMENT, INCLUDING ALL EXHIBITS,
               NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT
               MATTER OF THIS AGREEMENT AND HEREBY SPECIFICALLY DISCLAIMS ANY
               AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF
               MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING
               SUCH SUBJECT MATTER.

13.      LIMITATION OF LIABILITY

EXCEPT FOR THE CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS OF EACH PARTY
UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR
ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR THE
CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER THIS
AGREEMENT, THE LIABILITY OF A PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER,
WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT
EXCEED, THE AMOUNT ACTUALLY PAID, IN CASH OR IN KIND, BY THE OTHER PARTY TO SUCH
PARTY HEREUNDER.


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14.      DISPUTE RESOLUTION

          a)   The parties agree that any breach of either of the parties'
               obligations regarding trademarks, service marks or trade names
               and/or confidentiality would result in irreparable injury for
               which there is no adequate remedy at law. Therefore, in the event
               of any breach or threatened breach of a party's obligations
               regarding trademarks, service marks or trade names or
               confidentiality, the aggrieved party will be entitled to seek
               equitable relief in addition to its other available legal
               remedies in a court of competent jurisdiction. For the purposes
               of this section only, the parties consent to venue in either the
               federal or state courts of the Commonwealth of Massachusetts.

          b)   In the event of disputes between the parties arising from or
               concerning in any manner the subject matter of this Agreement,
               other than disputes arising from or concerning trademarks,
               service marks or trade names and/or confidentiality, the parties
               will first attempt to resolve the dispute(s) through good faith
               negotiation. In the event that the dispute(s) cannot be resolved
               through good faith negotiation, the parties will refer the
               dispute(s) to a mutually acceptable mediator for hearing in
               Boston, Massachusetts.

          c)   In the event that disputes between the parties arising from or
               concerning in any manner the subject matter of this Agreement,
               other than disputes arising from or concerning trademarks,
               service marks or trade names and/or confidentiality, cannot be
               resolved through good faith negotiation and mediation, the
               parties will refer the dispute(s) to the American Arbitration
               Association for resolution through binding arbitration by a
               single arbitrator pursuant to the American Arbitration
               Association's rules applicable to commercial disputes. The
               arbitration will be held in Boston, Massachusetts.

15.      GENERAL

          a)   Assignment. Neither party may assign this Agreement, in whole or
               in part, without the other party's written consent (which will
               not be unreasonably withheld), except that no such consent will
               be required in connection with a merger, reorganization or sale
               of all, or substantially all, of such party's capital stock or
               assets or the sale of all or substantially all of that portion of
               a party's business to which this Agreement pertains; in the case
               of FairMarket, so long as in each case the entity purchasing such
               stock or assets is not a TMCS Competitor. Any attempt to assign
               this Agreement other than as permitted above will be null and
               void.

          b)   Governing Law. This Agreement will be governed by and construed
               in accordance with the internal, substantive laws of the State of
               Delaware, notwithstanding the actual state of residence or
               incorporation of FairMarket.


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                                                                    CONFIDENTIAL

          c)   Notice. Any notice under this Agreement will be in writing and
               delivered by personal delivery, express courier, confirmed
               facsimile, confirmed email or certified or registered mail,
               return receipt requested, and will be deemed given upon personal
               delivery, one (1) day after deposit with express courier, upon
               confirmation of receipt of facsimile or email or five (5) days
               after deposit in the mail. Notices will be sent to a party at its
               address set forth below or such other address as that party may
               specify in writing pursuant to this Section.

          d)   No Agency. The parties are independent contractors and will have
               no power or authority to assume or create any obligation or
               responsibility on behalf of each other. This Agreement will not
               be construed to create or imply any partnership, agency or joint
               venture.

          e)   Force Majeure. Any delay in or failure of performance by either
               party under this Agreement caused by any occurrence beyond the
               reasonable control of such party including, but not limited to,
               acts of God, power outages and governmental restrictions will not
               be considered a breach of this Agreement and such performance
               will be excused for the number of days such occurrence reasonably
               prevents performance, but in no case will such excuse extend
               beyond six (6) months.

          f)   Severability. In the event that any of the provisions of this
               Agreement are held by to be unenforceable by a court or
               arbitrator, the remaining portions of the Agreement will remain
               in full force and effect.

          g)   Entire Agreement. This Agreement is the complete and exclusive
               agreement between the parties with respect to the subject matter
               hereof, superseding any prior agreements and communications (both
               written and oral) regarding such subject matter. This Agreement
               may only be modified, or any rights under it waived, by a written
               document executed by both parties.




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                                                                    CONFIDENTIAL




         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the Effective Date.

Ticketmaster Online-CitySearch, Inc.           FairMarket, Inc.

By: /s/ Bradley K. Serwin                      By: /s/ Scott Randall
   --------------------------------               ------------------------------

Name: Bradley K. Serwin                        Name: Scott Randall
     ------------------------------                 ----------------------------
Title: V.P.                                    Title: CEO
      -----------------------------                  ---------------------------
Date:  9/15/99                                 Date:  9/15/99
     ------------------------------                 ----------------------------





                                                                    CONFIDENTIAL


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