EXHIBIT 10.18
                          SITE DEVELOPMENT AND HOSTING
                                    AGREEMENT


This AGREEMENT, dated as of July 30, 2000 (the "Effective Date"), is by and
between UNIVERSITY.COM, a Minnesota corporation with its principal place of
business at 800 Washington Avenue, Suite 508, Minneapolis, Minnesota USA 55401
("UNIVERSITY.COM"), and HARCOURTS INTERNATIONAL, INC., a New Zealand corporation
with its principal place of business at Level 2 / 47 Riccarton Road Christchurch
New Zealand ("HARCOURTS").

WHEREAS, UNIVERSITY.COM is in the business of developing and hosting
private-label, on-line training and education websites for use by companies in
training employees, contractors and other service providers;

WHEREAS, HARCOURTS desires to engage UNIVERSITY.COM to develop and implement a
customized, on-line education and training program for use by HARCOURTS brokers
and agents ("HARCOURTS Users"); and

WHEREAS, UNIVERSITY.COM desires to perform such services for HARCOURTS pursuant
to the terms of this Agreement.

         NOW, THEREFORE, in consideration of the mutual premises and covenants
hereinafter set forth, the parties agree as follows:

1. Definitions.
   -----------

         1.1 "CONFIDENTIAL INFORMATION" shall mean all proprietary information
of a party, including, without limitation, specifications, diagrams,
information, data, materials, prototypes or models relating to a party's
products, programs, markets, customers, suppliers, inventions, procedures,
designs, research and development, business plans, financial projections,
organizations, employees or consultants or any other similar aspects of the
present or future business of either party.

         1.2 "COURSES" shall mean the general real estate and professional
business training courses listed on Exhibit A, and any courses developed by
UNIVERSITY.COM using the HARCOURTS Course Content, which shall be offered to
HARCOURTS Users on the Site.

         1.3 "COURSE CONTENT" shall refer collectively to the UNIVERSITY.COM
Course Content, HARCOURTS Course Content and Third Party Course Content, and any
updates or revisions thereto.

         1.4 "PRODUCTION DATE" shall mean the date on which the Site is first
available on the HARCOURTS Intranet for use by all HARCOURTS Users.

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         1.7 "VIRTUAL UNIVERSITY" shall mean UNIVERSITY.COM's proprietary
software for delivering on-line training courses and related course management
services.

         1.8 "HARCOURTS COURSE CONTENT" shall mean all educational materials and
learning components created by HARCOURTS for the Courses and provided to
UNIVERSITY.COM by HARCOURTS for inclusion in the Courses.

         1.9 "HARCOURTS MATERIALS" shall refer collectively to the HARCOURTS
Course Content and the HARCOURTS Site Content.

         1.10 "HARCOURTS INTRANET" shall mean HARCOURTS's secure, internal,
company-wide network.

         1.11 "HARCOURTS SITE CONTENT" shall mean HARCOURTS designs, trademarks,
logos, text, images, graphics, audio clips, and other material provided to
UNIVERSITY.COM by HARCOURTS for inclusion on the Site.

         1.12 "HARCOURTS USER" shall mean an individual who has been issued a
password by UNIVERSITY.COM for access to the Site.

         1.13 "SITE" shall mean the private-label, on-line training and
education website developed and hosted by UNIVERSITY.COM, and accessible via the
HARCOURTS Intranet.

         1.14 "SITE CONTENT" shall mean all text, images, graphics and other
materials on the Site.

         1.15 "SPECIFICATIONS" shall mean the functional and design
specifications for the Site set forth in Exhibit B hereto.

         1.16 "THIRD PARTY COURSE CONTENT" shall mean all educational, technical
and other content for the Courses licensed by UNIVERSITY.COM from a third party,
excluding the HARCOURTS Content, that are included in a Course.

         1.17 "UNIVERSITY.COM COURSES" shall mean the general real estate and
professional training courses listed on Exhibit A.

         1.18 "UNIVERSITY.COM COURSE CONTENT" shall mean all educational
materials and learning components created by UNIVERSITY.COM prior to the
Effective Date, or created by UNIVERSITY.COM and included in the Courses
pursuant to this Agreement, and licensed to HARCOURTS hereunder.

         1.19 "UNIVERSITY.COM MATERIALS" shall mean the UNIVERSITY.COM Courses,
the UNIVERSITY.COM Course Content, and the designs, layout, structure, sequence,
organization, text, images, graphics, audio clips, and other material contained
on or within the Site, excluding the HARCOURTS Materials.

         1.20 "USER AGREEMENT" shall mean the license agreement attached hereto
as Exhibit C (or any replacement therefore provided by UNIVERSITY.COM to
HARCOURTS), pursuant to which HARCOURTS Users will access the Site and use the
Course Content.

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2. UNIVERSITY.COM OBLIGATIONS; RIGHT OF REMOVAL. Pursuant to the terms of this
Agreement, UNIVERSITY.COM shall perform the following services:

         2.1 SITE DESIGN AND CUSTOMIZATION. UNIVERSITY.COM shall design and
customize the Site in accordance with the Specifications.

         2.2 COURSE DEVELOPMENT. UNIVERSITY.COM shall, using the Course Content,
develop the Courses, and make them available to HARCOURTS Users via the Site
pursuant to the User Agreement. Subsequent development of additional Courses
incorporating the HARCOURTS Course Material will be authorized by and pursuant
to their respective HARCOURTS Course Content Addendum.

         2.3 SITE HOSTING. UNIVERSITY.COM shall host the Site on the server
located at its data center in Minneapolis, Minnesota USA. Commencing on the
Production Date, UNIVERSITY.COM will use commercially reasonable efforts to make
the Site continuously available to HARCOURTS Users, with the exception of: (a)
scheduled maintenance and required repairs, and (b) any loss or interruption of
hosting services due to causes beyond UNIVERSITY.COM's control, including,
without limitation, interruption or failure related to the HARCOURTS Intranet,
or telecommunication or digital transmission links, and Internet failures or
shut downs. HARCOURTS acknowledges and agrees that UNIVERSITY.COM makes no
representation that access to the Site will be uninterrupted or error free.

         2.4 SITE MAINTENANCE AND TECHNICAL SUPPORT. UNIVERSITY.COM will use
commercially reasonable efforts to provide HARCOURTS with reasonable assistance
to maintain and update the Site during the term of this Agreement, and shall
provide standard technical assistance to HARCOURTS and HARCOURTS Users in the
operation and use of the Site and the Courses, all in accordance with Exhibit D
hereto. Any additional maintenance services will be provided for a fee that
shall be negotiated between the parties.

         2.5 RIGHT OF REMOVAL AND USER TERMINATION. HARCOURTS acknowledges and
agrees that UNIVERSITY.COM shall have the right to remove from, or refuse to
include on, the Site, any HARCOURTS Materials which UNIVERSITY.COM believes are
unlawful, distasteful or violate the rights of a third party (including, without
limitation intellectual property rights). HARCOURTS further acknowledges and
agrees that UNIVERSITY.COM shall have the right to suspend or terminate the
password and account of any HARCOURTS User that is in violation of the terms of
the User Agreement.

3. HARCOURTS Obligations.
   ---------------------

         3.1 DELIVERY OF HARCOURS COURSE CONTENT. HARCOURTS Course Content will
be delivered in accordance with the HARCOURTS Course Content Schedule, as such
is amended from time to time by the HARCOURTS Course Content Addendums.

         3.2 CONTENT CONTROL. HARCOURTS acknowledges and agrees that it will be
solely responsible for creating, reviewing, and authorizing modifications to,
the HARCOURTS Materials. HARCOURTS acknowledges that UNIVERSITY.COM is acting as
a passive conduit for the distribution and publishing of the HARCOURTS
Materials. UNIVERSITY.COM has no obligation to HARCOURTS, and undertakes no
responsibility, to review the HARCOURTS Content to determine whether any such
content may incur liability to third parties.

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4. Password Administration.
   -----------------------

         4.1 EXISTING USERS OF HARCOURTS INTRANET. HARCOURTS will provide
UNIVERSITY.COM with all information requested by it to facilitate the issuance
by UNIVERSITY.COM of passwords for access to the Site to those individuals who
are authorized by HARCOURTS to use the HARCOURTS Intranet as of the Effective
Date.

         4.2 NEW USERS OF HARCOURTS INTRANET. With regard to those individuals
not authorized by HARCOURTS to access the HARCOURTS Intranet as of the Effective
Date, UNIVERSITY.COM shall provide to HARCOURTS the source code necessary for
placement by HARCOURTS of a form on the HARCOURTS Intranet (the "Registration
Form") for the registration of, and issuance of passwords by UNIVERSITY.COM to,
such individuals. HARCOURTS may modify the source code for the Registration Form
solely for the purpose of entering user names in the appropriate field.
HARCOURTS shall immediately submit to UNIVERSITY.COM completed Registration
Forms, and UNIVERSITY.COM shall issue to such individuals a password for access
to the Site.

         4.3 USER LOG-IN. UNIVERSITY.COM shall provide to HARCOURTS the source
code necessary for placement of a log-in form ("Log-in Form") on the HARCOURTS
Intranet by HARCOURTS in a manner sufficient to facilitate the verification of
HARCOURTS User information by UNIVERSITY.COM via its database each time an
HARCOURTS User logs in to the Site. The Log-in Form will be used for access to
the Site by all HARCOURTS Users. All source code and related materials provided
to HARCOURTS by UNIVERSITY.COM relating to the Registration Form or the Log-in
Form shall hereinafter be referred to as the "Registration Materials," and shall
be subject to the terms of Section 5.1.

5. License Grants.
   --------------

         5.1 UNIVERSITY.COM MATERIALS, THIRD PARTY COURSE CONTENT AND
REGISTRATION MATERIALS. Subject to the terms of this Agreement, UNIVERSITY.COM
hereby grants to HARCOURTS a non-exclusive, non-transferable, limited license,
without right of sublicense, to access, display and use the Site, the
UNIVERSITY.COM Materials, Third Party Course Content and the Registration
Materials. HARCOURTS shall not, and shall not allow any third party (including,
without limitation any HARCOURTS User) to, download or otherwise reproduce or
distribute the UNIVERSITY.COM Materials, the Third Party Course Content or the
Registration Materials, or modify, reverse engineer, decompile or disassemble
any UNIVERSITY.COM Materials, the Third Party Course Content or the Registration
Materials except as expressly permitted by this Agreement or the User Agreement.
HARCOURTS shall not allow any third party, with the exception of HARCOURTS
Users, to access the Site or any UNIVERSITY.COM Materials contained therein.
HARCOURTS acknowledges and agrees that use of the Third Party Course Content is
subject to UNIVERSITY.COM's agreements with its licensors, and that such
licensors may have the right to modify or terminate UNIVERSITY.COM's right to
use and sub-license the Third Party Course Content at any time. HARCOURTS shall
abide by the terms of UNIVERSITY.COM's agreements with its licensors for the
Third Party Course Content as long as HARCOURTS is provided copies of such Third
Party Course Content agreement.

         5.2 HARCOURTS SITE CONTENT. Subject to the terms of this Agreement,
HARCOURTS hereby grants to UNIVERSITY.COM for the term of this Agreement, a

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nonexclusive, royalty-free worldwide license to use, reproduce, distribute,
publicly perform, publicly display and modify the HARCOURTS Site Content in
connection with the development, hosting and maintenance of the Site and
services performed by UNIVERSITY.COM hereunder.

         5.3 HARCOURTS COURSE CONTENT. Subject to the terms of this Agreement,
HARCOURTS hereby grants to UNIVERSITY.COM for the term of this Agreement, an
exclusive royalty-free worldwide license to use, reproduce, distribute, publicly
perform, publicly display and modify the HARCOURTS Course Content in connection
with UNIVERSITY.COM's performance of its obligations hereunder.

         5.4 ACCESS TO HARCOURTS INTRANET. Subject to the terms of this
Agreement, HARCOURTS hereby grants to UNIVERSITY.COM a non-exclusive license to
access the HARCOURTS Intranet for the sole purpose of hosting and maintaining
the Site, and performing the services, pursuant to this Agreement.

         5.5 TRADEMARK LICENSES.

                  (a) UNIVERSITY.COM hereby grants to HARCOURTS, subject to the
         terms of this Agreement, a non-exclusive, non-transferable,
         royalty-free right, without right of sublicense, to use the
         UNIVERSITY.COM trademark solely to promote the use of the Site by
         HARCOURTS Users as set forth herein.

                  (b) HARCOURTS hereby grants to UNIVERSITY.COM, subject to the
         terms of this Agreement, a non-exclusive, non-transferable (unless
         otherwise set forth herein), royalty-free right, without right of
         sublicense, to use the Harcourts International trademark solely in
         connection with the performance of its obligations hereunder.

6. Fees and Payment. All fees payable hereunder will be paid in U.S. Dollars.
   ----------------

         6.1 SITE DEVELOPMENT AND LICENSE FEE. UNIVERSITY.COM shall waive any
fees payable by HARCOURTS for the development of the Site and the provision of
the HARCOURTS Courses to the HARCOURTS Users via the Site pursuant to the User
Agreement.

         6.2 MAINTENANCE AND SUPPORT FEE. HARCOURTS shall pay to UNIVERSITY.COM
Four Thousand Dollars ($4,000) for maintenance and support of the Site as set
forth herein, which amount shall be due and payable on the first day of each
ninety (90)-day period following the date of practical completion of the site
and availability of the courses on the site to Harcourts users. For any Renewal
Term of this Agreement, such quarterly fees shall be subject to annual review
and adjustment.

         6.4 SYSTEM MODIFICATION FEES. From time to time, HARCOURTS may request
that UNIVERSITY.COM modify the system to meet specific requirements as
identified by HARCOURTS. In such instance, HARCOURTS shall pay UNIVERSITY.COM a
fee, to be determined as outlined in an accompanying Addendum.

         6.5 PAY-PER-VIEW FEE. UNIVERSITY.COM may, for certain UNIVERSITY.COM
Courses, charge each HARCOURTS User, pursuant to the terms of the User

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Agreement, a fee each time a UNIVERSITY.COM Course is viewed ("Pay-Per-View
Fee"). Such Courses may only be made available on the Harcourts site with the
prior approval of Harcourts.

         6.6 REVENUE SHARING COMPENSATION. Commencing with the first calendar
quarter of following the Production Date, UNIVERSITY.COM shall pay to HARCOURTS
ten percent (10%) of the Pay-Per-View Fee revenues, net of any content license
fees, collected by UNIVERSITY.COM for any UNIVERSITY.COM Courses listed on
Exhibit A. Such payments to HARCOURTS shall be due and payable no later than
thirty (30) days after the end of each calendar quarter. Payments due pursuant
to this Section 6.5 shall be accompanied by a report setting forth the
Pay-Per-View Fee revenues and advertising revenues received by UNIVERSITY.COM in
the preceding quarter.

7. Proprietary Rights.
   ------------------

         7.1 UNIVERSITY.COM RIGHTS. Subject to the limited license granted to
HARCOURTS hereunder, HARCOURTS acknowledges and agrees that UNIVERSITY.COM is
the exclusive owner of all proprietary rights, including but not limited to
copyrights, trademarks, patents and trade secrets, in and to the following

                  (a) Real Estate University;

                  (b) the UNIVERSITY.COM Materials;

                  (c) the Site Content, exclusive of the HARCOURTS Site Content;

                  (d) the Courses, exclusive of the HARCOURTS Course Content;
                      and

                  (e) the Registration Material.

         7.2 HARCOURTS RIGHTS. Subject to the limited license granted to
UNIVERSITY.COM hereunder, UNIVERSITY.COM acknowledges and agrees that HARCOURTS
is the exclusive owner of all proprietary rights, including but not limited to
copyrights, trademarks, patents and trade secrets, in and to the HARCOURTS
Materials.

8. Term and Termination.
   --------------------

         8.1 TERM. This Agreement shall commence on the Effective Date and shall
remain in full force and effect for a period of three (3) years (the "Initial
Term"). Thereafter, UNIVERSITY.COM may, at its' option and with Harcourts
agreement, renew this agreement for subsequent terms of three (3) years each.
Such renewal shall be notified by UNIVERSITY.COM to HARCOURTS with written
notice sixty (60) days prior to the expiration of the Term.

         8.2 TERMINATION. This Agreement may be terminated prior to the
expiration hereof as follows:

                  (a) Either party may terminate this Agreement at any time by
         giving notice in writing to the other party if the other party files a
         petition of any type as to its bankruptcy, is declared bankrupt,
         becomes insolvent, makes an assignment for the benefit of creditors,
         goes into liquidation or receivership, or otherwise loses legal control
         of its business;

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                  (b) Either party may terminate this Agreement at any time by
         giving notice in writing to the other party if the other party is in
         material breach of this Agreement (including, without limitation, any
         failure to manufacture or supply the Products as provided herein), and
         has failed to cure such breach within thirty (30) days of the receipt
         of written notice of breach from the non-breaching party;

         8.3 RIGHTS AND OBLIGATIONS ON TERMINATION. If this Agreement is
terminated for any reason, the parties shall have the following rights and
obligations:

                  (a) Termination of this Agreement shall not release either
         party from the obligation to make payment of all amounts then or
         thereafter due and payable;

                  (b) All licenses granted pursuant to Article 5, and the
         respective licensee's rights and obligations thereunder, shall
         automatically terminate; and

                  (c) The parties' respective rights and obligation under
         Articles 7, and 9 through 12, and Sections 8.3 and 8.4 shall survive
         termination of this Agreement.

         8.4 NO COMPENSATION. The parties agree that, without prejudice to any
other remedies at law or in equity that either party may have in respect of any
breach of this Agreement, neither party shall be entitled to or claim that it is
entitled to any compensation or like payment as a result of or arising out of
any termination in accordance with this Article 8, whether claimed as loss of
good will, lost profits, lost investments, or otherwise.

9. Confidential Information and Use of Data.
   ----------------------------------------

         9.1 OBLIGATION. All Confidential Information shall be deemed
confidential and proprietary to the party disclosing such information hereunder.
Each party may use the Confidential Information of the other party during the
term of this Agreement only as permitted or required for the receiving party's
performance hereunder. The receiving party shall not disclose or provide any
Confidential Information to any third party and shall take reasonable measures
to prevent any unauthorized disclosure by its employees, agents, contractors or
consultants during the term hereof including appropriate individual
nondisclosure agreements. The foregoing duty shall survive any termination or
expiration of this Agreement.

         9.2 EXCLUSIONS. The following shall not be considered Confidential
Information for purposes of this Article 9: (i) information which is or becomes
in the public domain through no fault or act of the receiving party; (ii)
information which was independently developed by the receiving party without the
use of or reliance on the disclosing party's Confidential Information; (iii)
information which was provided to the receiving party by a third party under no
duty of confidentiality to the disclosing party; or (iv) information which is
required to be disclosed by law, provided, however, prompt prior notice thereof
shall be given to the party whose Confidential Information is involved.

         9.3 TERMS OF AGREEMENT. The parties acknowledge and agree that the
terms of this Agreement are deemed confidential pursuant to this Article 9, and
therefore may not be disclosed without the prior written consent of the other
party.

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         9.4 DURATION; SURVIVING OBLIGATION. Each party's obligations of non-use
and non-disclosure of the other party's confidential information shall apply
during the term of this Agreement, and shall also survive for a period of five
(5) years after its termination for any reason.

         9.5 USE OF DATA. UNIVERSITY.COM shall not, during the term of this
Agreement sell or rent to any third party, any customer list compiled as a
result of identification of the HARCOURTS Users, and shall not solicit HARCOURTS
Users for the sale of any products or services not expressly provided for under
this Agreement without the prior written consent of HARCOURTS.

10. Warranties.
    ----------

         10.1 MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS. UNIVERSITY.COM
and HARCOURTS each represent, warrant and covenant to the other that:

                  (a) it is a corporation duly organized, validly existing and
         in good standing under the laws of the state of its incorporation and
         has the corporate power to own its assets and properties and to carry
         on its business as now being and heretofore conducted;

                  (b) the execution, delivery and performance of this Agreement
         have been duly authorized, do not violate its certificate of
         incorporation, by-laws or similar governing instruments or applicable
         law and do not, and with the passage of time will not, materially
         conflict with or constitute a breach under any other agreement,
         judgment or instrument to which it is a party or by which it is bound;

                  (c) this Agreement is the legal, valid and binding obligation
         of such party, enforceable in accordance with its terms; and

                  (d) it will not knowingly distribute on the Site any content
         that (i) infringes any copyright, patent right, trademark right,
         publicity right or other right of any third party, (ii) violates any
         law or regulation, including without limitation the laws and
         regulations governing export control, (iii) is libelous or defamatory,
         (iv) is pornographic or obscene, or (v) contains viruses, trojan
         horses, worms, time bombs or cancelbots.

         10.2 REPRESENTATIONS, WARRANTIES AND COVENANTS OF HARCOURTS. HARCOURTS
represents, warrants and covenants that:

                  (a) no authorization, consent or approval of, waiver or
         exemption by, or filing or registration with any public body, court,
         third party or authority is necessary on the part of HARCOURTS for the
         consummation by HARCOURTS of the transactions contemplated by this
         Agreement;

                  (b) All claims or representations made by or for HARCOURTS
         about HARCOURTS or any products or services included in the Site will
         be true and correct (and shall remain true and correct) and in
         compliance with all applicable laws and regulations throughout the term
         of this Agreement;

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                  (c) the HARCOURTS Materials do not infringe or violate any
         copyright, patent, trademark, trade secret or other rights of any third
         party; and

                  (d) there is no pending or threatened claim or action against
         it contesting its right to use, or grant to third parties a license to
         use, the HARCOURTS Materials licensed hereunder, and to the best of its
         knowledge no product, license, patent, trademark, service mark or trade
         name now being sold or used by any person or entity infringes any of
         its intellectual property rights licensed hereunder.

         10.3 REPRESENTATIONS, WARRANTIES AND COVENANTS OF UNIVERSITY.COM.
UNIVERSITY.COM represents, warrants and covenants that:

                  (a) the Site will conform in all material respects to the
         Specifications and that UNIVERSITY.COM shall fix any material errors in
         the Site that cause a nonconformance with the Specifications;

                  (b) no authorization, consent or approval of, waiver or
         exemption by, or filing or registration with any public body, court,
         third party or authority is necessary on the part of UNIVERSITY.COM for
         the consummation by UNIVERSITY.COM of the transactions contemplated by
         this Agreement;

                  (c) the UNIVERSITY.COM Materials do not infringe or violate
         any copyright, patent, trademark, trade secret or other rights of any
         third party; and

                  (d) there is no pending or threatened claim or action against
         it contesting its right to use, or grant to third parties a license to
         use, the UNIVERSITY.COM Materials licensed hereunder, and to the best
         of its knowledge no product, license, patent, trademark, service mark
         or trade name now being sold or used by any person or entity infringes
         any of its intellectual property rights licensed hereunder.

         10.4 DISCLAIMER. UNIVERSITY.COM makes no warranty or representation,
either express or implied, that access to or operation of the Site will be
uninterrupted or error free. EXCEPT AS SPECIFICALLY SET FORTH HEREIN,
UNIVERSITY.COM MAKES NO EXPRESS OR IMPLIED WARRANTIES RELATING TO THE SITE OR
ITS USE OR FUNCTIONALITY, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

11. Indemnification and Limitation of Liability.
    -------------------------------------------

         11.1 INDEMNIFICATION BY HARCOURTS. HARCOURTS shall defend, indemnify
and hold harmless UNIVERSITY.COM, its officers, agents, directors, and employees
against any and all claims, actions, proceedings, expenses, damages and
liabilities (including, without limitation, reasonable attorneys' fees), arising
out of or in connection with (a) any breach of this Agreement by HARCOURTS,
including the representations, warranties and covenants herein, (b) the
HARCOURTS Materials or the HARCOURTS Intranet, and any use thereof, including
without limitation, any infringement or violation of any trademark, copyright,
trade secret, patent or other proprietary right with respect thereto, and (c)
any use of HARCOURTS's intellectual property rights permitted herein.

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         11.2 INDEMNIFICATION BY UNIVERSITY.COM. UNIVERSITY.COM shall defend,
indemnify and hold harmless HARCOURTS, its officers, agents, directors, and
employees against any and all claims, actions, proceedings, expenses, damages
and liabilities (including, without limitation, reasonable attorneys' fees),
arising out of or in connection with (a) any breach of this Agreement by
UNIVERSITY.COM, including the representations, warranties and covenants herein,
(b) the UNIVERSITY.COM Materials, and any use thereof, including, without
limitation, any infringement or violation of any trademark, copyright, trade
secret, patent or other proprietary right with respect thereto, and (c) any use
of UNIVERSITY.COM's intellectual property rights permitted herein.

         11.3 PROCEDURE FOR INDEMNIFICATION. Whenever an indemnified party
hereunder becomes aware of a claim, suit or proceeding as to which it believes
it is entitled to indemnification under this Article 11, it shall give notice in
writing to the indemnifying party, shall permit the indemnifying party to assume
exclusive control of the defense or settlement of the matter, and shall provide,
at the indemnifying party's expense, all authority, information and assistance
which such party may reasonably request for purposes of such defense. The
indemnified party may engage its own counsel, at its own expense, to monitor the
defense of any such matter.

         11.4 LIMITATION OF LIABILITY. IN NO EVENT SHALL UNIVERSITY.COM BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING
DAMAGES FOR LOST PROFITS, LOST DATA, INTERRUPTED COMMUNICATIONS, LOST BUSINESS
OPPORTUNITY, FAILURE OF TRANSMISSION SERVICE, PERSONAL INJURY OR THE LIKE)
RESULTING FROM ANY BREACH OF WARRANTY, REPRESENTATION OR COVENANT OR ANY OTHER
TYPE OF CLAIM ARISING FROM OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, AND STRICT LIABILITY
IN TORT OR WARRANTY, EVEN IF UNIVERSITY.COM HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT SHALL UNIVERSITY.COM'S LIABILITY HEREUNDER EXCEED
THE FEES PAID BY HARCOURTS HEREUNDER.

12. Miscellaneous.
    -------------

         12.1 DISPUTE RESOLUTION. Except for a breach of the confidentiality
obligations contained in Article 9, any dispute, claim or controversy arising
out of or in connection with this Agreement shall be settled by final and
binding arbitration in Minneapolis, Minnesota, under the then applicable
Commercial Arbitration Rules of the American Arbitration Association (AAA). Any
such arbitration shall be conducted by one (1) arbitrator appointed by mutual
agreement of the parties or, failing such agreement, in accordance with said
Rules.

         12.2 RELATIONSHIP. This Agreement does not make either party the
employee, agent or legal representative of the other for any purpose whatsoever.
Neither party is granted any right or authority to assume or to create any
obligation or responsibility, express or implied, on behalf of or in the name of
the other party. Each party is acting as an independent contractor.

         12.3 ASSIGNMENT. Neither party shall have the right to assign or
otherwise transfer its rights and obligations under this Agreement without the
prior written consent of the other party; provided, however, UNIVERSITY.COM may

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assign this Agreement in connection with a sale of all or substantially all of
its assets. This Agreement shall be binding upon, and inure to the benefit of,
UNIVERSITY.COM and HARCOURTS and their successors and permitted assigns. Any
prohibited assignment or transfer shall be null and void.

         12.4 NOTICES. Notices permitted or required to be given hereunder shall
be deemed sufficient if given by registered or certified mail, postage prepaid,
return receipt requested, by private courier service, or by facsimile addressed
to the respective addresses of the parties first set forth above, or at such
other addresses as the respective parties may designate by like notice from time
to time. Notices so given shall be effective upon (a) receipt by the party to
which notice is given, or (b) on the fifth (5th) day following domestic mailing
or the tenth (l0th) day following international mailing, as may be the case,
whichever occurs first.

         12.5 ENTIRE AGREEMENT. This Agreement, including all Exhibits hereto
which are incorporated herein, constitutes the entire agreement of the parties
with respect to the subject matter hereof and supersedes all proposals, oral or
written, and all negotiations, conversations, and discussions.

         12.6 AMENDMENT. This Agreement may not be modified, amended, rescinded,
canceled or waived in whole or in part, except by written amendment signed by
both parties hereto.

         12.7 GOVERNING LAW. This Agreement shall be governed by and interpreted
under the laws of the State of Minnesota, without regard to its conflicts of
laws rules.

         12.8 SEVERABILITY. If any provision of this Agreement is found
unenforceable under any laws or regulations applicable thereto, such provision
terms shall be deemed stricken from this Agreement, but such invalidity or
unenforceability shall not invalidate any of the other provisions of this
Agreement.

         12.9 COUNTERPARTS. This Agreement may be executed in two or more
counterparts and each such counterpart shall be deemed an original hereof.

         12.10 WAIVER. No failure by either party to take any action or assert
any right hereunder shall be deemed to be a waiver of such right in the event of
the continuation or repetition of the circumstances giving rise to such right.

         12.11 REMEDIES. All remedies available to either party hereunder shall
be cumulative in nature, and not exclusive.

<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the Effective Date.


UNIVERSITY.COM


By /s/ Bruce Peterson
   ------------------
         President


HARCOURTS INTERNATIONAL, INC.


By /s/ [illegible]
   ------------------