exv10w6w2



 





Exhibit 10.6.2




	 	 	 
	 

	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.






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AMENDMENT TO SCHEDULE NO. 9 (“Schedule 9”)

DATED DECEMBER 8, 2006

TO AGREEMENT FOR CONSULTING SERVICES

BETWEEN

AMERICA ONLINE, INC. (“AOL”) AND LIVEWORLD, INC. (“Consultant”)

DATED AS OF MAY 12, 2003 (the “Agreement”)




SCOPE OF WORK 





	1.	 	Detailed description of project to be accomplished by Consultant:
	 
	 	 	Consultant shall provide [***] hour daily review, from [***], and
[***], of all Target Ticker text submissions prior to publishing, with complete
[***] daily review during the approximate promotion period of [***].
Additionally, consultant shall provide [***] hour daily review of video
thumbnails and special event video prior to publishing.
	 
	 	 	Text, thumbnails and special event video not in compliance with Target Moderation
Guidelines (“TMG”), provided by the Community Experience team, will be prevented from
being published.
	 
	2.	 	Deliverables and documentation to be produced by Consultant:
	 
	 	 	Consultant shall provide regular written update reports (frequency to be mutually
determined between Consultant and AOL), but shall be no less than one per day to AOL on
Target Ticker activity or content that is outside established procedures or guidelines.
This reporting shall include the number of text submissions, thumbnails, routine video, and
special event video reviewed, published, or hidden for TMG violations, and any other
relevant information requested by AOL.
	 
	3.	 	Time for Performance/Delivery:
	 
	 	 	Consultant will complete appropriate training and staffing and begin moderation tasks with
launch of the Target Ticker targeted for [***] and continuing through
[***]. Support will vary, but will generally be applicable [***] hours
per day as noted above. Changes in date will be coordinated directly with AOL.
	 
	4.	 	Acceptance testing criteria for each Deliverable:
	 
	 	 	Applicable as described below _X___Not Applicable ___
	 
	 	 	AOL will randomly review Target Ticker text submissions, thumbnails and special
event videos that have been reviewed by the Consultant and provide feedback if
procedures or standards are not properly applied.




 









 







	 	 	 
	 

	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.





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	5.	 	Communications and Project Status:
	 
	 	 	AOL shall provide feedback based upon random review of text submissions, thumbnails and
special event videos, as needed, in addition to routine bi-weekly review meetings.
	 
	6.	 	Payments:






	 	(a)	 	Fee
	 
	 	 	 	Moderation: Hourly billing at premium rates predetermined in contract schedule.
	 
	 	 	 	Training: Hourly billing at training rates predetermined in contract schedule
	 
	 	 	 	Reporting: Hourly billing at same rates as training rates predetermined in contract
schedule.
	 
	 	(b)	 	Expenses
	 
	 	 	 	AOL shall not reimburse Consultant for any expenses.
	 
	 	(c)	 	Payment Schedule
	 
	 	 	 	All fees and expenses due shall be invoiced by Consultant and fees shall be due
consistent with the terms of the Schedule No 9 between the parties, dated
[***].
	 
	 	(d)	 	Maximum Dollar Amount
	 
	 	 	 	The maximum dollar amount payable to Consultant for all fees and expenses under
this Schedule is [***].





	 	 	 	 	 	 	 	 	 
	7.

	 	Consultant Project Manager:
	 	Name:
	 	Jenna Woodul	 	 
	 

	 	 	 	Fax #:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	8.

	 	AOL Project Manager:
	 	Name:
	 	Bill Hagerott
 

	 	 
	 

	 	 	 	Fax #:
	 	703.265.3842
 

	 	 
	 
	 	 	 	 	 	 	 	 
	9.

	 	Term of this Schedule:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	AOL reserves the right for a [***] day termination for convenience.
	 
	 	 	 	 	 	 	 	 
	10.	 	Additional Terms and Conditions: None.






 









 







	 	 	 
	 

	 	PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.





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	AMERICA ONLINE, INC.	 	 	 	LIVEWORLD, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Print Name:	 	 	 	 	 	Print Name:	 	 	 	 
	Title:

	 	 	 	 

	 	 	 	Title:
	 	 	 	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	 	 	Date: