Confidential Treatment Requested for Portions of this Exhibit

                  CONTENT LICENSING AND DISTRIBUTION AGREEMENT

This Content Licensing and Distribution Agreement (this "Agreement") is entered
into as of December 2, 1999 (the "Effective Date") between Golf Rounds.com, Inc.
("Golf Rounds"), a Delaware corporation with offices at 376 Main Street, P.O.
Box 74, Bedminster, New Jersey 07921 Attn: Thomas Van Herwarde, and Ticketmaster
Online - CitySearch, Inc. ("TMCS"), with offices at 790 East Colorado Boulevard,
Suite 200, Pasadena, California 91101 Attn: General Counsel.

1.   License: Golf Rounds shall grant to TMCS a non-exclusive, non-transferable
     (except as otherwise provided in this Agreement), world-wide license to the
     Golf Rounds.com content in order to use, modify, reproduce, distribute,
     display and transmit (defined herein as the "Content") on the TMCS Internet
     web sites featuring the brands of TMCS either alone or together with the
     brands of any third parties, developed in whole or in part by TMCS and
     distributed or made available by TMCS through its web sites for the sole
     purpose of permitting visitors of the TMCS web sites to download, view, and
     print portions of the Content for personal use of the visitors of the TMCS
     web sites (defined herein as the "TMCS Sites").

2.   As used in this Agreement, the Content shall mean the following only:

     a.   The golf courses database;

     b.   Specific information related to individual golf courses, including
          golf photographs, images, text and descriptions;

     c.   Information on golf related news and editorial features, including
          golf photographs, images, text and headlines;

     d.   Once every other week, one new golf course or golf resort will be
          profiled, featuring detailed information, for each TMCS cityguide
          market (defined herein as the "Spotlight"). Each TMCS cityguide
          market's Spotlight shall feature a new golf course or golf resort in
          that market. In selecting the Spotlight, TMCS may request that Golf
          Rounds feature a specific golf course or golf resort by providing Golf
          Rounds with at least thirty (30) days notice of the golf course or
          golf resort to be selected. In no event will TMCS be entitled to
          select more than twenty (20) new golf courses, golf resorts, or TMCS
          cityguide markets as Spotlights within any thirty (30) day period;
          and,

     e.   Other golf related content that the parties mutually agree to include
          on the TMCS Sites during the Term (as defined below) of this
          Agreement.

3.   Golf Rounds Presence on TMCS: The Content shall be featured, in TMCS's sole
     discretion, in an area of the TMCS Sites dedicated to information on golf
     courses, golf resorts, golf tournaments and other golf related information
     ("TMCS Golf Center"). The Content may also be featured, in TMCS's sole
     discretion, in other contextually relevant areas of any TMCS Sites. On
     every "content page" within the TMCS Sites, TMCS shall feature notice below
     the sponsor, if any, but above an article's title or by-line that features
     the Content that states the following: "SOURCE: Golf Rounds.com" (defined
     herein as the "Credit Line"). The size of the Credit Line is subject to
     TMCS' sole discretion, and shall be consistent with other notices or Credit
     Lines provided by TMCS for other content providers. For the purposes of
     this Agreement, a "Content Page" shall mean any web page within the TMCS
     Golf Center that features Golf Rounds' Content and is hosted by TMCS.
     Notwithstanding the foregoing, a Content Page shall not include any web
     page on the TMCS Sites that features only teaser or introductory
     information selected from the Content, with the primary purpose of driving
     users to a Content Page. In addition, TMCS shall have the right, in TMCS's
     sole discretion, to not include Content on the TMCS Sites.


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4.   Delivery of Golf Rounds Content: The Content shall be made available to
     TMCS in a mutually agreeable format beginning no later than ten (10)
     business days following the parties' execution of this Agreement. Moreover,
     Golf Rounds agrees that XML is one acceptable format for the delivery of
     Content hereunder. With the exception of the Spotlight, which shall be
     updated once each week, the Content shall be updated as follows:

     a.   Every twenty-four (24) hours for Content that includes daily golf
          related news and reports (the "Daily News");

     b.   Content that is designated as an extraordinary newsworthy event the
          parties may agree to update such Content more frequently than Daily
          News (the "Breaking News");

     c.   During golf tournaments, the Content shall be updated as often as
          possible to remain current, subject only to technological limitations
          of Golf Rounds, including but not limited to delays beyond Golf
          Rounds' control (the "Tournament News"); and,

     d.   All other Content no less frequently than is offered to any other Golf
          Rounds content distribution partner.

          4.1 Golf Rounds also shall provide TMCS with at least thirty (30) days
     prior written notice of any significant updates, improvements, or
     modifications that generally affect the appearance, updating, delivery or
     other elements of the Content (defined herein as "Enhancements"), and shall
     make such Enhancements available to TMCS at no charge.

5.   Advertising and Sponsorship Revenue: The front page of the TMCS Golf Center
     and each Content Page shall feature at least one advertising banner. In
     addition, TMCS shall use commercially reasonable efforts to sell a
     sponsorship for the TMCS Golf Center (a "Title Sponsorship") and a
     sponsorship for the Content, to the extent that such Content is featured on
     the TMCS Sites (a "Feature Sponsorship"). Notwithstanding the foregoing,
     the parties agree and acknowledge that TMCS shall have the right to sell
     additional advertising banners and/or sponsorships on the TMCS Sites, the
     TMCS Golf Center and the Content Pages without any additional obligation of
     payment due to Golf Rounds. TMCS shall have the sole right to host and sell
     any and all advertising banners, sponsorships, or other devices on the TMCS
     Sites, including the TMCS Golf Center and the Content Pages. The pricing of
     the all advertising and sponsorships shall be subject to TMCS's reasonable
     discretion.

          5.1 TMCS shall pay to Golf Rounds * * * of TMCS's Net Receipts, as
     defined below, from revenue generated from the sale of advertising banners
     and the Title Sponsor on the front page of the TMCS Golf Center, provided
     that the front page of the TMCS Golf Center features a portion of the
     Content.

          5.2 Except for the front page of the TMCS Golf Center, TMCS shall pay
     to Golf Rounds * * * of TMCS's Net Receipts from revenue from the sale of
     advertising banners, Title Sponsorships and Feature Sponsorships on any or
     all Content Pages.


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*    Text deleted pursuant to an application for confidential treatment under
     Rule 24b-2 under the Securities Exchange Act of 1934, as amended, and filed
     separately with the Securities and Exchange Commission.



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          5.3 "Net Receipts" shall mean all revenue from the sale advertising
     banners, Title Sponsorships and Feature Sponsorships on the Content Pages
     or the front page of the TMCS Golf Center, as applicable, less any
     commercially reasonable advertising commissions.

          5.4 All barter or other non-cash revenue or exchanges received by TMCS
     for advertising banner or sponsorships on the Content Pages or the front
     page of the TMCS Golf Center shall be included as Net Receipts equal to the
     reasonable commercial value of such advertising or sponsorship for similar
     content on similarly trafficked web pages. Notwithstanding the foregoing,
     no barter or other non-cash revenue will be included in the definition of
     Net Receipts relating to banners, ads or sponsorships run by TMCS on behalf
     of its own properties or those of its affiliates nor will such revenue be
     included in the definition of Net Receipts to the extent that TMCS has open
     (unsold and unallocated inventory) and runs ads on behalf of third parties
     who have not purchased such ads, i.e. freebies. Notwithstanding the
     foregoing, TMCS shall run such "freebies" on the TMCS Golf Center and
     Content Pages only to the same extent and under similar terms as TMCS runs
     such freebies on the other pages of the TMCS Sites.

6.   Payment: All payments from TMCS to Golf Rounds under this Agreement shall
     be payable within thirty (30) days of the end of each month. In addition,
     together with any payment due to Golf Rounds, TMCS shall submit to Golf
     Rounds a written report setting forth in reasonable detail for the previous
     period the amount of advertising or sponsorships on a TMCS Golf Site.

7.   Audit: Not more than once per year during the term of this Agreement, and
     for a period of one (1) years after termination expiration of this
     Agreement, upon reasonable notice, Golf Rounds.com may enter the premises
     of TMCS and perform reasonable audit and inspection procedures to confirm
     that TMCS is in compliance with Section 5 and Section 6 of this Agreement.
     TMCS shall cooperate in any such inquiry by Golf Rounds.com. Golf
     Rounds.com shall have the right to access and make physical and electronic
     copies of physical and electronic information for sole and limited purposes
     of determining TMCS's compliance with Sections 5 and 6 of this Agreement.

8.   Golf Rounds Performance Levels: In addition to making available the Content
     to TMCS Sites, Golf Rounds will provide on-going assistance to TMCS with
     regard to technical, administrative and service-oriented issues relating to
     the utilization, transmission and maintenance of the Content, as TMCS may
     reasonably request. Golf Rounds will use its best efforts to ensure that
     the Content is accurate, comprehensive and updated consistent with the
     terms of this Agreement. Golf Rounds shall provide telephone support and
     electronic mail ("Support") to TMCS no less than twenty-four (24) hours per
     day, seven (7) days per week. TMCS shall have the right to terminate this
     Agreement upon ten (10) business days prior written notice in the event
     that the Content is not available or incomplete at least 99% of any
     calendar month according to the Content availability schedule set forth
     herein, provided that Golf Rounds has been given prompt notice of any
     delays or incomplete Content during such calendar month, and a reasonable
     opportunity to cure is provided to Golf Rounds. Golf Rounds shall notify
     TMCS: (a) at least twenty-four (24) hours prior to any scheduled downtime
     that would prevent or delay the delivery to TMCS of the Content; and (b)
     within twenty-four (24) hours when Golf Rounds is aware of any cause that
     may result in the delivery of unusable or materially incomplete Content.
     Golf Rounds shall also respond to any notification from TMCS that any of
     the Content is unusable or incomplete within twenty-four (24) hours. Golf
     Rounds shall follow up in electronic mail form or telephone to any problem
     reported by TMCS detailing the diagnosis of the problem and the action
     taken to resolve the problem.

9.   Term: The term of the Agreement shall be six (6) months from the date that
     the Golf Rounds Content is first available on a Golf Center Home Page or
     Content Pages to visitors of at least one (1) TMCS Site ("Term"). This
     Agreement shall automatically renew for additional one (1) month terms,
     unless either party notifies the other in writing at least thirty (30) days
     prior to the end of the then current term that it does not wish to renew
     the Agreement.


<PAGE>

10.  Termination: This Agreement may be terminated: (a) By either party upon a
     material breach by the other party of any representation, covenant,
     warranty or term of this Agreement that is not cured within thirty (30)
     days after written notice thereof by the non-breaching party; or (b) by
     either party immediately in the event that (i) the other party files a
     petition for bankruptcy or is adjudicated a bankrupt, (ii) a petition in
     bankruptcy is filed against the other party, (iii) the other party becomes
     insolvent or makes an assignment for the benefit of its creditors or an
     arrangement for its creditors pursuant to any bankruptcy law, (iv) an
     action is instituted by or against the other party seeking its dissolution
     or liquidation of such party's assets or seeking the appointment of a
     trustee, interim trustee, receiver or other custodian for such party's
     property or business and such action is not dismissed within sixty (60)
     days after the date upon which it was instituted; or (v) a receiver is
     appointed for the other party or its business.

11.  Effect of Termination: Upon termination or expiration of this Agreement for
     any reason, TMCS shall discontinue use of the Content on the TMCS Sites
     including any TMCS Golf Site. However, TMCS shall continue to pay, any and
     all amounts owing or owed up to the effective date of termination or
     expiration. Termination of this Agreement shall not act as a waiver of any
     breach of this Agreement or as a release of either party from any liability
     for breach of such party's obligations under this Agreement.

12.  Ownership of Intellectual Property: Each party shall own and retain all
     right, title and interest in and to its own content, domain names,
     hyperlinks, and web sites, including all trademarks, service marks,
     copyrights, patents, trade secrets, and other intellectual property therein
     ("Branding"). Any rights not expressly granted hereunder to the other party
     are reserved for the original party.

13.  Publicity: Except as required by law or regulations such as disclosures for
     the SEC by publicly traded companies, neither party shall make any public
     statement about this Agreement or statement including the name or Branding
     of the other party without the other party's prior written consent, not to
     be unreasonable withheld or delayed.

14.  Copyright Notice: For Content placed on a web page of a TMCS Site, TMCS
     shall identify Golf Rounds or its licensors as the provider of the Content
     and shall incorporate Golf Rounds' and/or its licensors' name and copyright
     designation reasonably requested by reproducing the following notice: (C)
     1999 All rights reserved, Golf Rounds.com, or in the case of a licensor,
     (C) 1999 All rights reserved, LICENSOR's NAME. The location of such notice
     shall be placed in reasonable close proximity with the Content. Golf Rounds
     shall notify TMCS of any third party notice requirements under this
     Agreement at least ten (10) days prior to the third party's content's
     availability on the TMCS Sites.

15.  Representation and Warranties:

          15.1 Each party hereto represents and warrants to the other party
     that: such party is an entity duly organized, validly existing and in good
     standing in the jurisdiction of its formation; such party has full
     authority to enter into this Agreement, to grant the rights granted herein,
     and to perform the obligations assumed hereunder; and that this Agreement,
     when executed by both parties, represents such party's valid and binding
     obligation, enforceable against it in accordance with its terms, subject to
     certain general legal enforceability exceptions. Each party also represents
     and warrants that the grant of rights herein, does not violate the rights
     of any third parties and complies with all applicable Federal, State and
     Local law and regulation.


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          15.2 Each party represents and warrants that their respective web
     sites and the content contains software, hardware and/or source code or
     object code hereunder will: (1) correctly store, calculate, sort,
     manipulate and output multi-century and 21st century dates together with
     20th century dates; and (2) not cause an abnormal abort within such product
     or services or result in the generation of incorrect values or invalid
     outputs involving such dates. Specifically excluded from this
     representation and warranty are third party products and services,
     databases, data, operating systems, hardware, etc. not provided by the
     warranting party.

          15.3 TMCS represents and warrants that it owns, controls, or has
     licensed the necessary right, title, and interest in and to the TMCS Sites
     and Branding, including but not limited to the TMCS Golf Sites and the
     right to license and distribute advertising banners, sponsorships, and
     other devices on the web pages as provided for under this Agreement. In
     addition, TMCS represents and warrants that it has the authority to enter
     into this Agreement and to fully perform all of its obligations hereunder.

          15.4 Golf Rounds represents and warrants that it owns, controls, or
     has licensed the necessary right, title and interest in and to any and all
     of the Content, Branding and materials provided to TMCS hereunder,
     including the right to license and distribute the news, images and
     editorial information and the name and related information of each of the
     golf courses as provided for under this Agreement. In addition, Golf Rounds
     represents and warrants that it has the authority to enter into this
     Agreement and to fully perform all of its obligations hereunder.

          15.5 Golf Rounds represents and warrants that all golf courses, golf
     information, rates, tee times and availability will be offered to TMCS
     users to the same or greater extent as offered to Golf Rounds most favored
     business partners or are offered directly by Golf Rounds itself.

          15.6 Golf Rounds represents and warrants that any Content delivered to
     TMCS during the Term of this Agreement shall not contain any content that:

          o    Is patently offensive to the online community, such as content
               that promotes racism, bigotry , hatred or physical harm of any
               kind against any group or individual;

          o    Harasses or advocates harassment of another person;

          o    Promotes information that you know is false, misleading or
               promotes illegal activities or conduct which is abusive,
               threatening, obscene, defamatory or libelous;

          o    Is or promotes an illegal or unauthorized copy of another person
               or entity's copyrighted work, without authorization by the
               copyright owner;

          o    Displays pornographic or sexually explicit material of any kind;

          o    Provides material that exploits people under the age of 18 in a
               sexual or violent manner, or solicits personal information from
               anyone under 18;

          o    Provides instructional information about illegal activities such
               as making or buying illegal weapons; violating someone's privacy;
               or providing or creating computer viruses; and

          o    Contains any computer viruses of any kind.

16.      LIMITATIONS.

          16.1 Limited Warranties. OTHER THAN AS EXPRESSLY STATED IN THIS
     AGREEMENT, GOLF ROUNDS AND TMCS MAKE NO WARRANTIES, EXPRESS OR IMPLIED,
     WITH RESPECT TO THEIR SERVICES AND SITES, AND THE PARTIES SPECIFICALLY
     DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS REGARDING THEIR SERVICES AND
     SITES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
     PARTICULAR PURPOSE OR NONINFRINGEMENT.


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          16.2 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE
     TO THE OTHER OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING
     NEGLIGENCE) OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR
     INDIRECT DAMAGES, (INCLUDING, BUT NOT LIMITED TO, LOST PROFIT OR BUSINESS
     INTERRUPTION EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY), HOWEVER
     CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT,
     WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
     AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
     NOTWITHSTANDING THE FOREGOING, THIS SECTION IS NOT INTENDED TO LIMIT AND
     DOES NOT LIMIT THE PARTIES' OBLIGATIONS REGARDING CONFIDENTIALITY, BREACH
     OR VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS AND ANY
     SECTIONS REGARDING INDEMNITY IN THIS AGREEMENT.

17.      Indemnification:

          17. 1 Indemnification by TMCS. TMCS will defend, indemnify and hold
     harmless Golf Rounds, its successors, assigns, parent, subsidiaries,
     affiliates, and their respective officers, directors, agents and employees,
     from and against any action, suit or claim (including reasonable attorneys'
     fees) arising out of or in any way connected with (a) any claim that the
     TMCS Branding or content at TMCS Sites, including advertising banners,
     sponsorships, or other devices on such web pages, infringes any
     intellectual property rights or other rights of any third party, or (b) any
     breach by TMCS of the covenants, warranties, representations or agreements
     of this Agreement. Golf Rounds will give TMCS prompt notice of any such
     claim or threatened claim.

          17.2 Indemnification by Golf Rounds. Golf Rounds will defend,
     indemnify and hold harmless TMCS, its successors, assigns, parent,
     subsidiaries, affiliates, and their respective officers, directors, agents
     and employees, from and against any action, suit or claim (including
     reasonable attorneys' fees) arising out of or in any way connected with (a)
     any claim that the Branding or Content, or legal notices required by any
     third party licensor of a portion of the Content, provided to TMCS by Golf
     Rounds, infringes any intellectual property rights or other rights of any
     third party, or (b) any breach by Golf Rounds of the covenants, warranties,
     representations or agreements of this Agreement. TMCS will give Golf Rounds
     prompt notice of any such claim or threatened claim.

          17.3 Procedure. The indemnified party will: (a) promptly notify the
     indemnifying party of any claim, suit or proceeding for which defense or
     indemnity is claimed; (b) cooperate reasonably with the indemnifying party
     at the latter's expense; and (c) allow the indemnifying party to control
     the defense or settlement thereof; provided, however, that the indemnifying
     party may not consent to entry of any judgment or enter into any settlement
     without the prior written consent of the indemnified party (which consent
     shall not be unreasonably withheld or delayed), unless such judgment or
     settlement provides solely for money damages or other money payments which
     the indemnifying party actually pays on behalf of the indemnified party and
     includes as an unconditional term thereof a release of the indemnified
     party from all liability in respect of the claim, suit or proceeding giving
     rise to the claim for indemnification. The indemnified party will have the
     right to participate in any defense of a claim and/or to be represented by
     counsel of its own choosing at its own expense.


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18.      General Terms:

          18.1 Governing Law. This Agreement shall be governed by and construed
     under the laws of the State of California, without regard to conflict of
     laws. In any action or proceeding to enforce rights under this Agreement,
     the prevailing party shall be entitled to recover reasonable costs and
     attorneys' fees.

          18.2 Survival. Provisions of this Agreement that by reasonable
     construction should survive the expiration or termination of this Agreement
     shall so survive.

          18.3 Assignment. Either party shall have the right to transfer this
     Agreement, and assign all of its rights and delegate all of its obligations
     hereunder, to any affiliate of such party, and to any successor by way of
     merger or consolidation or in connection with the sale or transfer of
     substantially all of its business and assets relating to this Agreement,
     unless the merger, acquisition or sale is to a party whose business
     interests are in conflict with those of the other party. Except as
     otherwise expressly provided in this Agreement, neither party may transfer
     or assign its rights or delegate its obligations hereunder (whether
     voluntarily or by operation of law) without the prior written consent of
     the other party, which consent shall not be withheld or delayed
     unreasonably.

          18.4 Notices. All notices under this Agreement shall be in writing and
     delivered personally or by e-mail, facsimile, commercial overnight courier,
     or certified or registered mail, return receipt requested, to a party at
     its respective address set forth herein.

          18.5 Entire Agreement. This Agreement sets forth the entire agreement
     and understanding of the parties relating to the subject matter herein and
     merges and supersedes all prior discussions between them.

          18.6 Severability. If the application of any provision or provisions
     of this Agreement to any particular facts or circumstances shall be held to
     be invalid or unenforceable by any court of competent jurisdiction, then:
     (i) the validity and enforceability of such provision or provisions as
     applied to any other particular facts or circumstances and the validity of
     other provisions of this Agreement shall not in any way be affected or
     impaired thereby; and (ii) such provision or provisions shall be reformed
     without further action by the parties hereto and only to the extent
     necessary to make such provision or provisions valid and enforceable when
     applied to such particular facts and circumstances.

          18.7 Independent Contractors. The parties are independent contractors,
     and nothing in this Agreement shall be construed to create a joint venture
     or partnership.

          18.8 Force Majeure. A party will not be deemed to have materially
     breached this Agreement to the extent that performance of its obligations
     or attempts to cure any breach are delayed or prevented by reason of an act
     of God, fire, natural disaster, accident, act of government, or shortage of
     equipment, materials or supplies beyond the reasonable control of such
     party (a "Force Majeure Event"); provided that the party whose performance
     is delayed or prevented promptly notifies the other party of the nature and
     duration of the Force Majeure Event.


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

Ticketmaster Online - CitySearch, Inc.      Golf Rounds.com, Inc.


By:      /s/ Brad Serwin                    By: /s/ Thomas K. Van Herwarde
         ----------------------------       -------------------------------

Name:    Brad Serwin                        Name:   Thomas K. Van Herwarde
         ----------------------------       -------------------------------

Title:   Vice President                     Title:   President
         ----------------------------       -------------------------------

Date:    12/2/99                                     Date:    12/02/99
         ----------------------------       -------------------------------