Ethan Frome



Yahoo! Inc.





CONTENT LICENSE AGREEMENT





	THIS CONTENT LICENSE AGREEMENT (the "Agreement") is made as of this


11th day of December, 2000(the "Effective Date") between YAHOO!, INC., ,a Delaware corporation, with
offices at 3420 Central Expressway, Santa Clara, CA 95051, ("YAHOO") and DIT Ventures, Inc.,
("Licensor"), a Michigan corporation, with offices at 9420 Telstar Ave, Suite 211, El Monte, CA 91731.





In consideration of the mutual promises contained herein, the parties agree as follows:





SECTION 1:  DEFINITIONS.   





	Unless otherwise specified, capitalized terms used in this Agreement shall have the meanings
attributed to them in Exhibit A hereto.





SECTION 2:  GRANT OF LICENSES; PAYMENTS





2.1 	Grant of Licenses.  Subject to the terms and conditions of this Agreement, Licensor hereby grants to
Yahoo, under Licensor's Intellectual Property Rights:





(a) 	A non-exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit the
Licensor Content in electronic form in connection with Yahoo Properties via the Internet or any
Wireless Device (including, without limitation, transmitting the Licensor Content in either the
traditional Chinese (Big 5 code) or the simplified Chinese (GB code) format), and to permit users of
the Yahoo Properties to download and print the Licensor Content for personal use.  Yahoo's license
to modify the Licensor content shall be limited to modifying the Licensor Content to fit the format
and look and feel of the Yahoo Properties.





(b) 	A non-exclusive, worldwide, fully paid license to use, reproduce and display the Licensor's Brand
Features: (i) in connection with the presentation of the Licensor Content on the Content Pages in the
Yahoo Properties; and (ii) in connection with the marketing and promotion of the Yahoo Properties.





(c) 	Yahoo shall be entitled to sublicense the rights set forth in this Section 2.1: (i) to its Affiliates only for
inclusion in Yahoo Properties; and (ii)  in connection with any mirror site, derivative site, or
distribution arrangement concerning a Yahoo Property.





(d) 	Not limiting any other rights provided Yahoo pursuant to this Agreement, Yahoo shall have the right, at
its sole discretion, to display Teaser Content on pages that link to pages containing Licensor Content.


 





SECTION 3:	PRESENTATION OF LICENSOR CONTENT; ADVERTISING REVENUE.





3.1	Yahoo's Responsibilities.  In addition to any responsibilities that may be set forth in Exhibit C, Yahoo
will be responsible for the design, layout, posting, and maintenance of the Content Pages.  In no event
is Yahoo under any obligation, express or implied, to post or otherwise include any of the Licensor
Content in any Yahoo Property, including without limitation, in any Content Pages.





3.2 	Licensor Assistance.  In addition to any responsibilities that may be set forth in Exhibit C, Licensor
will provide on-going assistance to Yahoo with regard to technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the Licensor Content, as
Yahoo may reasonably request.  Licensor will use its reasonable best efforts to ensure that the
Licensor Content is accurate, comprehensive and updated regularly as set forth in Exhibit C.





3.3	Advertising Rights.  Yahoo shall have the sole right to sell or license all Advertising Rights with
respect to Content Pages. 


3.4	Notices.  Yahoo will not alter or impair any acknowledgment of copyright or other Intellectual
Property Rights of Licensor that may appear in the Licensor Content and the Licensor Brand Features,
including all copyright, trademark and similar notices that Licensor may reasonably request.





3.5	Links.  The parties will maintain the hypertext links specified in Exhibit D.





SECTION 4:  DELIVERY OF LICENSOR CONTENT 


 


	During the term of this Agreement, Licensor shall deliver updates of the Licensor Content to Yahoo
in accordance with the Delivery Specifications set forth in Exhibit C.  Licensor also shall provide
Yahoo with reasonable prior notice of any significant Enhancements that generally affect the
appearance, updating, delivery or other elements of the Licensor Content, and shall make such
Enhancements available to Yahoo upon commercially reasonable terms.





SECTION 5:  INDEMNIFICATION





Licensor, at its own expense, will indemnify, defend and hold harmless Yahoo, its Affiliates and their
employees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding
brought against Yahoo or an Affiliate based on or arising from a claim that the Licensor Content as
delivered to Yahoo or any Licensor Brand Feature infringes in any manner any Intellectual Property
Right of any third party or contains any material or information that is obscene, defamatory, libelous,
slanderous, that violates any person's right of publicity, privacy or personality, or has otherwise
resulted in any tort, injury, damage or harm to any person; provided,  however, that in any such case:
(x) Yahoo provides Licensor with prompt notice of any such claim; (y)Yahoo permits Licensor to
assume and control the defense of such action, with counsel chosen by Licensor (who shall be
reasonably acceptable to Yahoo); and (z) Licensor does not enter into any settlement or compromise
of any such claim without Yahoo's prior written consent, which consent shall not be unreasonably
withheld.  Licensor will pay any and all costs, damages, and expenses, including, but not limited to,
reasonable attorneys' fees and costs awarded against or otherwise incurred by Yahoo or an Affiliate
in connection with or arising from any such claim, suit, action or proceeding.  It is understood and
agreed that Yahoo does not intend and will not be required to edit or review for accuracy or
appropriateness any Licensor Content.





SECTION 6:  LIMITATION OF LIABILITY.





EXCEPT AS PROVIDED IN SECTION 5, UNDER NO CIRCUMSTANCES SHALL LICENSOR,
YAHOO, OR ANY AFFILIATE BE LIABLE TO ANOTHER PARTY FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM
THIS AGREEMENT,  EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFITS OR LOST BUSINESS.





SECTION 7:  TERM AND TERMINATION





7.1	Initial Term and Renewals.  This Agreement will become effective as of the Effective Date and shall,
unless sooner terminated as provided below or as otherwise agreed, remain effective for an initial term
of twelve (12) months following the first date of public availability of the Licensor Content on a
Content Page within a Yahoo Property (the "Initial Term"). After the Initial Term, this Agreement will
be automatically renewed for successive additional one year periods  ("Extension Terms"), unless
otherwise terminated by either party by giving notice to the other party not less than sixty (60) days
prior to the end of a Term. As used herein, the "Term" means the Initial Term and any Extension
Term(s).





7.2	Termination for Cause.  Notwithstanding the foregoing, this Agreement may be terminated by either
party immediately upon notice if the other party: (w) becomes insolvent; (x) files a petition in
bankruptcy; (y) makes an assignment for the benefit of its creditors; or (z) breach any of its
obligations under this Agreement in any material respect, which breach is not remedied within thirty
(30) days following written notice to such party.





7.3	Effect of Termination.  Any termination pursuant to this Section 7 shall be without any liability or
obligation of the terminating party, other than with respect to any breach of this Agreement prior to
termination.  The provisions of Sections 5, 6, 7, 8, 9, 10, and this Section 7.3 shall survive any
termination or expiration of this Agreement.  





SECTION 8:  OWNERSHIP.  





8.1	By Licensor.  Yahoo acknowledges and agrees that:  (i) as between Licensor on the one hand,  and
Yahoo and its Affiliates on the other, Licensor owns all right, title and interest in the Licensor Content
and the Licensor Brand Features; (ii) nothing in this Agreement shall confer in Yahoo or an Affiliate
any right of ownership in the Licensor Content or the Licensor Brand Features; and (iii) neither Yahoo
or its Affiliates shall now or in the future contest the validity of the Licensor Brand Features.  No
licenses are granted by either party except for those expressly set forth in this Agreement.





8.2	By Yahoo.  Licensor acknowledges and agrees that:  (i) as between Licensor on the one hand,  and
Yahoo and its Affiliates on the other, Yahoo or the Affiliates own all right, title and interest in any
Yahoo Property and the Yahoo Brand Features; (ii) nothing in this Agreement shall confer in Licensor
any license or right of ownership in the Yahoo Brand Features; and (iii) Licensor shall not now or in
the future contest the validity of the Yahoo Brand Features.  No licenses are hereby granted by Yahoo.
Yahoo or its Affiliates shall own all derivative works created by Yahoo from the Licensor Content,
including the Content Pages, pursuant to this Agreement, to the extent such is separable from the
Licensor Content.





SECTION 9:  PUBLIC ANNOUNCEMENTS. 





	The parties will cooperate to create any and all appropriate public announcements relating to the
relationship set forth in this Agreement.  Neither party shall make any public announcement regarding
the existence or content of this Agreement without the other party's prior written approval and
consent.





SECTION 10:  NOTICE;  MISCELLANEOUS PROVISIONS





10.1	Notices.  All notices, requests and other communications called for by this agreement shall be deemed
to have been given immediately if made by telecopy or electronic mail (confirmed by concurrent
written notice sent first class U.S. mail, postage prepaid), if to Yahoo at 3420 Central Expressway,
Santa Clara, CA 95051, Fax: (408) 731-3400 Attention:  President and Chief Operating Officer (e-mail: jmallett@yahoo-inc.com), with a copy to its General Counsel and Vice President (e-mail:
jplace@yahoo-inc.com), and if to Licensor at the physical and electronic mail addresses set forth on
the signature page of this Agreement, or to such other addresses as either party shall specify to the
other.  Notice by any other means shall be deemed made when actually received by the party to which
notice is provided.





10.2	Miscellaneous Provisions.  This Agreement will bind and inure to the benefit of each party's permitted
successors and assigns.  Neither party may assign this Agreement, in whole or in part, without the
other party's written consent; provided, however, that: (i) either party may assign this Agreement
without such consent in connection with any merger, consolidation, any sale of all or substantially all
of such party's assets or any other transaction in which more than fifty percent (50%) of such party's
voting securities are transferred; and (ii) Yahoo may assign this Agreement without such consent to
an Affiliate. Any attempt to assign this Agreement other than in accordance with this provision shall
be null and void. This Agreement will be governed by and construed in accordance with the laws of
the State of California, without reference to conflicts of laws rules, and without regard to its location
of execution or performance.  If any provision of this Agreement is found invalid or unenforceable,
that provision will be enforced to the maximum extent permissible, and the other provisions of this
Agreement will remain in force.  Neither this Agreement, nor any terms and conditions contained
herein may be construed as creating or constituting a partnership, joint venture or agency relationship
between the parties.  No failure of either party to exercise or enforce any of its rights under this
Agreement will act as a waiver of such rights.  This Agreement and its exhibits are the complete and
exclusive agreement between the parties with respect to the subject matter hereof, superseding and
replacing any and all prior agreements, communications, and understandings, 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.  This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute a single instrument.  Execution and delivery
of this Agreement may be evidenced by facsimile transmission.





	








IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the date first written above.





	YAHOO! INC.					LICENSOR








By:  							By:  						


                        Heather Killen	                                                              Kenneth Yeh





Title:  	           	V.P. International			Title: 	           CEO		_____________








							Address:  	9420 Telstar Ave, Suite 211	





								   	El Monte, CA 91731	______





							Fax:  		626-279-5217		______





							Email:  		kyeh@quote888.com		








EXHIBIT A


DEFINITIONS








	


	"Advertising Rights" shall mean the advertising and promotional rights sold or licensed with respect
to Content Pages.





	"Affiliates" shall mean any company or any other entity world-wide, including, without limitation,
corporations, partnerships, joint ventures, and Limited Liability Companies, in which Yahoo owns
at least a twenty percent ownership, equity, or financial interest. 





	"Confidential Information" shall mean all information concerning Yahoo, including, without
limitation, all commercial, financial, sales, marketing, technological, customer and software
information, that may be deemed to be proprietary and confidential information of Yahoo.





	"Content Pages" shall mean those pages in the Yahoo Property that contain Licensor Content and that
are co-branded with both Licensor Brand Features and Yahoo Brand Features. Content Pages shall
not include pages containing Teaser Content.


 


	"Enhancements" shall mean any updates, improvements or modifications made to, or derivative works
created from, the Licensor Content by Licensor.





	"Intellectual Property Rights" shall mean all rights in and to trade secrets, patents, copyrights,
trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any
governmental authority, domestic or foreign.





	"Internet" shall mean the collection of computer networks commonly known as the Internet, and shall
include, without limitation, the World Wide Web.





	"Licensor Brand Features" shall mean all trademarks, service marks, logos and other distinctive brand
features of Licensor that are used in or relate to the Licensor Content, including, without limitation,
the trademarks, service marks and logos described in Exhibit B hereto.





	"Licensor Content" shall mean, collectively, all materials, data, and similar information collected and
owned by Licensor, which is a collection of HTML files and certain related scripts, as further
described in Exhibit B attached hereto, including, without limitation, all Enhancements.





"Teaser Content" shall mean unmodified headlines and/or the first sentence of articles from Licensor
Content.





"Wireless Devices" shall mean various devices, including, but not limited to, cellular phones, personal
digital assistants and pagers, that receive and/or transmit voice, data or video signals through the radio
spectrum exclusively and in connection with other technologies (such as the Internet). 





"Wireless Device Carriers" shall mean various carriers that use the radio spectrum, both exclusively
and in connection with other technologies (such as the Internet), for transmitting and receiving voice,
data or video signals for communications.   





	"Yahoo Brand Features" shall mean all trademarks, service marks, logos and other distinctive brand
features of Yahoo that are used in or relate to a Yahoo Property, including, without limitation, the
trademarks, service marks and logos described in Exhibit B.





	"Yahoo Properties" shall mean any Yahoo branded or co-branded media properties, including,
without limitation, Internet guides, developed in whole or in part by Yahoo or its Affiliates and
distributed or made available by Yahoo or its Affiliates over the Internet, and any Wireless Device
Carrier.
















EXHIBIT B


LICENSOR CONTENT


Licensor's content consisting of categories of Stock Market and Personal Finance on
Quote888 website with daily quantity of stories and weekly updates on special features to
be mutually agreed between Licensor and Yahoo, including, without limitation, before and
after Stock Market and Personal Finance.














LICENSOR BRAND FEATURES





Quote888


Quote888.com logo




















YAHOO BRAND FEATURES


Yahoo!


Yahoo related logos








EXHIBIT C


DELIVERY AND TECHNICAL SPECIFICATIONS





A.	Licensor's Responsibilities:





1.	Licensor will deliver Licensor Content on a schedule mutually agreed by Licansor and
Yahoo!.





2.	Licensor will throughout the term of this agreement, provide ongoing assistance to Yahoo
with regard to technical, administrative and services-oriented issues related to the utilization,
transmission, and maintenance of the Licensor Content, as Yahoo may reasonably request.
	





3.	Licensor will use its reasonable efforts to ensure that Licensor Content is accurate,
comprehensive, and updated regularly.	 





4.	Licensor will bear the cost of preparing and transmitting Licensor Content to Yahoo.	





	








B.	Yahoo's Responsibilities:





1.	Yahoo will be responsible for providing equipment and software necessary to incorporate
the Licensor Content into Yahoo properties, provided that the Licensor Content is
provided in accordance with the Format of Content Delivery below.	





2.	Yahoo will host Licensor Content on its servers.	





3.	Yahoo will present the information specific on pages consistent with Yahoo's user interface.





4.	Yahoo will use commercially reasonable efforts to sell the advertising inventory created by
this partnership. Yahoo will be responsible for tracking advertising banners served to the
Content Pages, advertising production and rotation.	








C.	Format of Content Delivery: 


The Licensor Content shall be delivered by FTP or email to the address designated by
Yahoo for linking servers serving pages to the Yahoo properties.














EXHIBIT D


LINKS





During the Term of this Agreement, the following links will be maintained:








	LOCATION OF LINK

Pages display only Licensor's content
	LINK TO WHERE

Quote888.com Homepage
	SPECIFICS OF LINK

www.quote888.com