In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
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Question: AMENDMENT NO. 3

Dated as of February 19, 2007

Reference is hereby made to that certain fully executed Wireless Content License Agreement Number 12965 dated as of December 16, 2004, as amended November 11, 2005 and March 27, 2006 (the Agreement), between Fox Mobile Entertainment, Inc. (Fox), as Administrator for Twentieth Century Fox Film Corporation, and Glu Mobile Inc. (Licensee).

The parties agree to modify the Agreement as follows:

1. EXTENSION OF TERM: The first paragraph of Section 4 of the Agreement is hereby deleted in its entirety and replaced with the following:

  TERM: The rights granted hereunder shall be effective as of the Effective Date and shall expire on December 31, 2006 (the Term); provided, however, that with respect to each Property, including Robots, Kingdom of Heaven, Mr. and Mrs. Smith, In Her Shoes, Idiocracy (Oww My Balls) and Ice Age II, all right and licenses granted herein will continue in full force and effect until March 31, 2008.

2. NOTICE PROVISION: The notice information for Licensee in Section 17(a) of the Agreement shall be amended such that Paul Zuzelo is deleted and replaced with General Counsel, and such that the email address for Paul Zuzelo is deleted.

Except as herein expressly amended or by necessary implication modified by this Amendment, the Agreement in all other respects is hereby ratified and shall continue in full force and effect.

By signing in the places indicated below, the parties hereto accept and agree to all of the terms and conditions hereof.                   Glu Mobile Inc. (Licensee)       Fox Mobile Entertainment, Inc. (Fox)



By:   /s/ Albert A. Pimentel     By:   /s/ Jamie Samson

                  Name:   Albert A. Pimentel       Name:   Jamie Samson Its:   EVP and CFO       Its:   Senior Vice President                   Date:         Date:

Source: GLU MOBILE INC, S-1/A, 3/19/2007 
Question: Highlight the parts (if any) of this contract related to Expiration Date that should be reviewed by a lawyer. Details: On what date will the contract's initial term expire?

Answer: The rights granted hereunder shall be effective as of the Effective Date and shall expire on December 31, 2006 (the "Term"); provided, however, that with respect to each Property, including Robots, Kingdom of Heaven, Mr. and Mrs. Smith, In Her Shoes, Idiocracy (Oww My Balls) and Ice Age II, all right and licenses granted herein will continue in full force and effect until March 31, 2008."


Question: Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

Exhibit 10.75

COLLABORATION & ENDORSEMENT AGREEMENT

THIS COLLABORATION & ENDORSEMENT AGREEMENT (the Agreement) is dated as of this 15th day of June, 2015 (Effective Date), between The Naked Brands Group, Inc., a Delaware corporation (Naked), and Wade Enterprises, LLC (Wade Enterprises), an Alaska limited liability company f/s/o Dwyane Wade (Athlete and together with Wade Enterprises, collectively Wade). Wade Enterprises, Athlete and together with Naked, are each referred to herein as a Party and collectively, the Parties.

AGREEMENT

1. Engagement. Naked hereby engages Wade for collaboration in business development for, and his endorsement as set forth herein of, the following items, which shall be known herein as Innerwear: Briefs, trunks, boxer briefs and boxers, non-athletic undershirts (i.e., t-shirts intended to be worn as innerwear and not intended specifically for athletic purposes), non-athletic lounge apparel (bottoms and tops), sleepwear (including pajama bottoms and tops), and robes (as may be expanded to include other mutually agreed upon innerwear and lounge apparel) which may now or hereafter during the Term be manufactured, distributed, marketed and/or sold by Naked (collectively, the Naked Products), and Wade hereby accepts such engagement. The Parties agree that the territory of such engagement shall be worldwide (the Territory).

2. Term of Agreement. The initial term of this Agreement shall be for a period of four (4) years, commencing on the Effective Date, which term may be extended for up to three (3) years by written agreement of both Parties prior to the expiration date of the initial term or any extension thereof (collectively, the Term). Each twelve-month period beginning on the Effective Date shall be known as a Contract Year. In the event that either Wade or Naked wishes to extend the Term of the Agreement as contemplated above, it shall provide the other Party with written notice at least ninety (90) days prior to the expiration of the Term. The other Party will then have a period of fourteen (14) days from the date of the notice to indicate whether it also desires to extend the Term, on the terms and conditions set forth herein and if no such indication is made, the other Party will be deemed to have declined the offer to extend. Notwithstanding the foregoing, Wade agrees that for a period of ninety (90) days prior to the expiration of the Term (unless the Agreement is terminated by Wade as permitted hereunder), Naked shall have the exclusive right to negotiate for continued endorsement by Athlete of the Naked Products. For a period of six (6) months at the end of the Term (the Sell-off Period); provided that the Agreement was not terminated by Wade as permitted herein, Naked will have the right to continue to sell the Wade Products (defined below) for which orders have already been placed at the end of the Term on the terms and conditions herein.

3. Use of Wade Image.

During the Term and subject to the limitations set forth in this Agreement, Naked shall have an exclusive right and license in the Territory to use Athlete's name, nickname, initials, autograph, image, likeness, photographs, biographical details, facsimile signature, voice, videos, electronic media depictions, any words, symbols or other depictions, as well as any other identifying attributes that would identify Athlete to the public, including any trade mark(s), copyrights which Wade has, as set forth on Schedule A attached hereto, and all multimedia assets that Wade owns or has right to use (collectively, the Wade Image) solely for the advertising, endorsement, promotion, or sale of the Naked Products (including the Wade Products) in the Territory as follows:

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

(1) On Naked's website(s) (Website);

(2) In social media channels, including, but not limited to Facebook, Instagram, Twitter, YouTube, Google+, Tumblr and other mutually agreeable channels, with reasonable frequency, to promote Naked Products and Wade Products;

(3) In marketing and media opportunities in connection with the Wade Services (as defined below); and

(4) For use on the packaging of the Naked Products and Wade Products and on Wade Products themselves.

All uses of Wade Image in connection with this Agreement shall be subject to the prior written approval of Wade, which Wade shall not unreasonably withhold. Naked agrees to submit to Wade or its authorized agent a copy of all new promotional and/or advertising material using Wade Image at least ten (10) days prior to the release to the general public. Wade and its authorized agent agree that they shall not unreasonably withhold such approval. In the absence of disapproval within three (3) business days of Wade's or  authorized agent's receipt of a request for approval, said advertising or promotional material shall be deemed approved. Any such usage featuring Athlete shall be and remain the property of Naked except as otherwise set forth herein; however, Naked shall have the right to such use only during the Term. Wade may use said materials in whole or in part for Wade's personal portfolio, website or otherwise. Such usage may not be sold or transferred. For the avoidance of doubt, that certain logo designed by Athlete prior to the date hereof (the Logo) shall remain the sole property of Wade and Naked shall have license during the Term to use the Logo for the advertising, endorsement, promotion, or sale of the Naked Products (including the Wade Products) in the Territory in accordance with the terms and conditions of the Agreement. During the Sell-off Period, Naked shall have the license to use the Logo solely on packaging and presentation of Wade Products already offered for sale at retail outlets or on-line in accordance with the terms and conditions of the Agreement.

Wade will allow Naked to use any quotes that are attributed to Wade to promote the Naked Products and Wade Products in any advertising campaign. Wade will allow Naked to use any such attributed quotes that Naked  requires to promote the Naked Products and Wade Products, subject to Wade's right to approve such quotes in writing, which approval shall not be unreasonably withheld.

The Parties acknowledge and agree that Athlete's  accomplishments and recognition as an outstanding basketball player, individual  and fashion icon, as well as his character, fame, likeness, image and reputation are the essence of this Agreement.

Wade hereby warrants that he is not a party to any agreement,  contract or understanding which would prevent, limit or hider his performance of any of the obligations under this Agreement, provided that Naked acknowledges that it is aware of Athlete's obligations under his existing endorsement agreement with Li Ning for athletic shoes and athletic apparel and nothing  herein shall obligate Athlete to endorse any athletic apparel other than Li Ning's.

2

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

4. Exclusivity. Wade agrees that during the Term of this Agreement, he will not represent or perform as a representative, spokesperson or provide Wade Services for, nor furnish services  or materials, or allow the use of the Wade Image to be used for the advertising,  endorsement, promotion, or sale of Innerwear in the Territory. Furthermore, Wade will not engage in any business or other transaction or have any financial or personal interest in any entity whose primary or core business is selling or  manufacturing Innerwear during the Term. Endorsement of any Innerwear other than the Naked Products or Wade Products without the express written consent of Naked will constitute a material breach of this Agreement.

5. Wade Services. During the  Term and subject to the limitations set forth in this Agreement, Wade agrees to  provide Naked with the following services (collectively, the Wade Services):

A. During the first Contract Year, Wade will be available for (i) one production day for the purpose of creating marketing assets for Naked Products for unlimited use in advertisements and the media and (ii) one production day for creating marketing assets for Wade Products and Naked Products for unlimited use in advertisements and the media, each as permitted herein. Wade shall be available to render services at such production day for a maximum of three (3) consecutive hours, not including scheduled breaks, during each such production day period; provided that, in the event an additional production day is reasonably required for the creation of marketing assets related to the Wade Product packaging, Athlete will be available to render services for up to an additional three (3) hours in either the first Contract Year or the second Contract Year but not both. The scheduling and content of said production days shall be mutually determined by Wade and Naked, subject to Wade's professional availability;

B. Beginning in the second Contract Year, Wade will be available for a maximum of one (1) production day for creating marketing assets for Wade Products and Naked Products for unlimited use in advertisements and the media, for a maximum of three (3) consecutive hours, not including scheduled breaks, during such production day period. The scheduling and content of said production days shall be mutually determined by Wade and Naked, subject to Wade's professional availability;

C. During each Contract Year, Wade will be available for two (2) personal appearances (each, a Personal Appearance) on behalf of Naked and the Naked Products and Wade Products in the media, including publicity shoots, interviews, print, television, radio and social media channels, each appearance for a maximum of sixty (60) consecutive minutes to be scheduled at a time mutually agreeable to Naked and Wade;

Wade has rights to websites or other social media channels promoting himself or any other promotional activity that is independent of this Agreement (Independent Promotions), including Wade's Facebook,  Instagram, Twitter and Google+ channels and Wade's YouTube channel. Wade agrees,  to generously and positively promote Naked Products and Wade Products in any  such Independent Promotions on a mutually agreed upon basis with reasonable frequency and in a manner consistent with drawing attention to the Wade/Naked relationship and promoting the Naked Products and Wade Products. Naked, in its sole and absolute discretion, may preview all references and other such materials referring to Naked in the Independent Promotions prior to the public dissemination of such Independent Promotions. Wade agrees to immediately remove all such materials in his Independent Promotions that Naked, in its sole and absolute discretion requests be removed. Naked has the right to request such removals at any time, even if Naked previously approved the Independent Promotions, and Naked agrees that all social media promotions it requests of Athlete shall comply with all applicable rules and regulations. Naked may also provide material regarding the Naked Products and Wade Products to Wade, and Wade agrees to include such materials in his Independent Promotions; and

3

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

E. Wade is currently engaged in  partnerships whereby its partners are selling and distributing other Athlete  endorsed products. Wade will use reasonable efforts to facilitate an introduction to Naked to existing sales and distributions channels and accounts.

F. Naked may reasonably request an additional production session(s), or a media tour or personal appearance(s), subject to mutual agreement by the Parties.

At all Personal Appearances, Wade will be available to sign a reasonable number of photographs, autographs, and any other items requested by and provided by Naked at its sole cost and expense, which Naked will have the right to distribute as giveaways but never for sale. If requested, Wade will pass out a reasonable number of samples of the Wade Product. Wade will also permit himself to be reasonably photographed at the Personal Appearances with customers and fans.

6. Commercial Materials. The results of the production days listed in subsections A and B in Section 5 may be used solely for the promotion of the Naked Products (including the Wade Products) and are hereinafter referred to individually and collectively as the Commercial Materials. Wade shall have the right of prior written approval with respect to his photographs, likeness and statements. During the Term, Naked shall have the right in the Territory to the unlimited broadcast use and re-use of the Commercial Materials in the Territory. During the Term, Naked shall have the right in the Territory to use the Wade Image in the Commercial Materials, for publication and display, as Naked shall in its sole discretion determine, in print magazines, including but not limited to, point-of-sale  material, product packaging, Naked's Annual Report, other shareholder communications, internal sales and marketing pieces, as well as the right to use  the same at meetings held or attended by Naked or for trade purposes. Naked shall have the right at any time during the term of this Agreement to make any  revision or versions of all or any part of the Commercial Materials to conform  to the requirements of individual markets as Naked may desire, subject to Wade's  reasonable approval as aforesaid. Naked may also propose to use the Commercial Materials as part of cooperative advertising and retail tie in promotions  subject to Wade's prior written approval which shall not be unreasonably withheld, provided that withholding approval because a potential tie in conflicts with one of Athlete's existing sponsors shall not be deemed  unreasonable. Notwithstanding the foregoing, in no case shall the Commercial Materials feature any commercial tie in or other use that could be perceived as an endorsement by Athlete of any products or services other than the Naked Products. Naked shall comply with all applicable rules and regulations  (including the NBA's) in its use of the Commercial Materials hereunder.

7. Design of Wade Products.

Naked and Wade (either Athlete or a team and/or agent and/or designer designated by Athlete, referred to as the Wade Team) agree to collaborate on the design and manufacture of a new line of Innerwear under the brand Wade By Naked or such other brand name as the Parties agree (collectively, the Wade Products). Athlete will have the title of Creative Director for the Wade Products, which title shall be featured on the Commercial Materials. During the Term and subject to the limitations set forth in this Agreement, the Wade Team and Naked agree that the process for approving designs for Wade Products will be as follows:

4

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

(1) Naked will develop detailed designs for each Wade Product, which shall include rough drawings, to be provided to Wade for review and comment;

(2) The Wade Team will provide Naked with comments on such designs within ten (10) days after they are provided to the Wade Team;

(3) Upon receipt of the Wade Team's comments, Naked will review such comments and work diligently to incorporate them into the design within commercial reason and thereafter, develop and create a prototype for such Wade Product for the Wade Team's approval;

(4) Within ten (10) days after the Wade Team's receipt of the prototype either in hand or via a photograph by email, the Wade Team shall review the prototype and provide any additional comments; and

(5) Upon the Wade Team's written approval of a prototype, such Wade Product will be considered approved for production (the Production Approval).

(6) In addition to the foregoing Wade Products, Naked shall have the right to produce and distribute, on a non-exclusive basis, printed or branded tee-shirts subject to Wade's existing endorsement agreements.

The Wade Team and Naked will collaborate to establish a mutually acceptable marketing campaign for Wade Products, and will schedule regular phone calls, video conferences, and/or other meetings to timely complete development of Wade Products.

8. Royalties. As consideration for Wade's services under this Agreement, Naked will pay Wade royalties as follows:

A. Royalties. Naked will report, and Wade will be paid, royalty payments at [***]

5

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

B. Payment Terms. Wade Product Royalties described above in Section 8A will be paid on a quarterly basis on the first day of each of the months of July, October, January, and April and shall be accompanied by backup documentation reasonably satisfactory to Wade.

C. [***]

D. Withholding Taxes. Wade will  be solely responsible for withholding and paying any and all federal, state and  local taxes, including but not limited to payroll, unemployment, social security and income taxes and any other payments which may be owed by Wade as a result of or in connection with payments made by Naked for Wade Services rendered under this Agreement. Wade acknowledges that he is not qualified for and will not receive any Naked employment benefits or other incidents of employment as a result of the Agreement.

E. Equity Ownership. Wade is hereby granted a warrant (the Grant Warrant) exercisable for a period of seven (7) years from the date of issuance for the number of shares of Common Stock equal to [***] shares of Common Stock (the Wade Grant), subject to the following terms:

(1) Exercise Price. The Grant Warrant will have an exercise price equal to the then-fair market value per  share of Common Stock as quoted on the OTCQB as of the Effective Date (the FMV Exercise Price). The form of the Grant Warrant shall be agreed to by the Parties.

(2) Vesting Schedule. The Grant Warrant will become exercisable for: (a) fifty percent (50%) of the Wade Grant on the one year anniversary of the Effective Date (the First Installment); (b) twenty-five percent (25%) of the Wade Grant on the second  anniversary of the Effective Date (the Second Installment); and (c) the remaining twenty-five percent (25%) of the Wade Grant will vest on the third anniversary of the Effective Date (the Third Installment and together with the First Installment and the Second Installment, the  Installments and each an Installment);  provided  however, that in the event of a change of control of Naked, the entire  unvested portion of the Grant Warrant will immediately vest. For purposes hereof, a change of control shall mean the sale of at least fifty percent (50%) of the assets of Naked, a merger or consolidation of Naked with, by or into another entity, or a change in the ownership of more than fifty percent (50%) of the voting capital stock of Naked in one or more related transactions.

6

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

(3) Exercise Upon Termination of the Agreement. In the event that the Agreement is terminated in accordance with Section 12A, than the [***] term of the Grant Warrant [***] shall expire ninety (90) days thereafter. [***]

(6) Designee of Wade Grant. Pursuant to the request of Wade, Naked shall issue [***] to Wade's exclusive representative, CAA Sports LLC. This grant shall be issued pursuant to the same terms and conditions as the Wade Grant, with the exception of the terms of [***].

(7) [***]

7

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

(8)  Grant Documents.  All  warrants referenced herein shall be issued pursuant to separate, mutually  negotiated grant documents, which shall contain all the terms referenced herein and shall be negotiated and executed promptly after the execution of the Agreement.

9. Board Membership.

A. Advisory Board. Upon entering into this Agreement, Athlete will join the Advisory Board of Naked (Advisory Board). As a member of the Advisory Board, Athlete agrees to the following:

(1) Athlete will participate in at least one (1) scheduled Advisory Board meeting by phone or in-person, provided that such meeting is held in Miami on a date acceptable to Wade.

(2) Athlete will provide Naked with access to Wade's contacts and Wade's expertise and breadth of experience as it pertains to the business of Naked;

(3) Wade will provide any reasonable additional assistance as may be mutually agreed upon by Naked and Wade from time to time; and

(4) Wade grants Naked the right to publicly identify Wade as a member of the Advisory Board, Creative Director, Stockholder, and Partner of Naked, and in the event that Wade joins the Board, as Director, and may include his name and biography in materials published by Naked, including any prospectus or offering materials or to publish any other information regarding Wade in any documents required to be filed pursuant to applicable laws and regulations.

B. Board of Directors. Further, Athlete will have the option in his sole discretion of becoming a member of the Board of Directors of Naked (the Board) (for a period of eighteen (18) months commencing on the Effective Date and provided that the Agreement has not  been terminated). If Athlete elects to become a member of the Board, he must satisfy the following requirements on an annual basis:

(1) Wade will participate in at least  four (4) scheduled board meetings, two (2) of which Wade must attend in-person, provided that at least one meeting is held in Miami, FL or, if no such meeting is held in Miami, FL then one (1) meeting if all meetings are held in New York, NY or another location. Subject to legal compliance requirements, Wade may  designate an individual acceptable to Naked serve as his representative to the meetings of the Board;

(2)  Wade will attend, subject to his  availability in his sole discretion, fundraising events and meetings with  potential investors, placement agents and representatives of the same at the request of Naked to be scheduled at the convenience of each of Naked and Wade;

If, while serving on the Board Wade does not satisfy any of the  above-listed requirements on more than one (1) occasion, the other members of the Board may remove Wade from the Board upon written notice to Wade.

8

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

10. Wade Obligations. During the Term of this Agreement, Athlete agrees to comply with the following obligations:

A. Comply with all rules and regulations of the National Basketball Association and its governing bodies rules and regulations;

B. Not do anything which damages Wade's name, reputation, or image in the eyes of a reasonable observer;

C.  Exercise reasonable constraints to  avoid taking any actions which damages Naked, its name, reputation, image, the  Naked Products and Wade Products;

D. When promoting the Naked Products or  Wade Products, mention when appropriate the name of Naked and/or the Naked Products and Wade Products in interviews with the press, social media channels and broadcast media;

E. Wear the Naked Products and/or Wade Products when appropriate and refrain from wearing any other Innerwear products that would be visible to the public.

11. Non-compete; Confidentiality. Wade represents and warrants that during the Term and in  the Territory, neither Wade nor any of his agents, representatives or employees will solicit, initiate, or encourage any proposal for an endorsement by Wade of any Innerwear to commence during the Term, or participate in any discussions or negotiations for the same. Wade will execute a non-disclosure and confidentiality agreement in a form mutually acceptable to each of Wade and Naked.

12. Termination.

A. Naked shall have the right to terminate this Agreement upon ten (10) days prior written notice to Wade in the event Wade fails to perform the Wade Services or breaches any other covenant or agreement set forth herein (including the essence of this Agreement), and fails to cure same (if curable) within seven (7) days of receipt of written notice. Such termination shall relieve Naked of its obligation to provide any further consideration pursuant to this Agreement provided that Wade shall retain all warrants he has received hereunder that have vested as of the date of such termination. In the event of such termination as a result of a material breach of this Agreement by Wade (i) Wade's contractual liabilities and obligations until the date of termination still exist notwithstanding such termination, (ii)  Naked shall be under no obligation to sell any Wade Products but shall nevertheless owe the Royalty on any Wade Products sold; and (iii) notwithstanding anything to the contrary herein, Wade shall forfeit all warrants he has received hereunder. Naked shall not have waived any of its rights at law or in equity by exercising any provision of this section.

B. Wade shall have the right to  terminate this Agreement upon ten (10) days prior written notice to Naked in the  event of the occurrence of any of the following: (i) Naked is adjudicated as insolvent or declares bankruptcy; or (ii) Naked fails to provide consideration due pursuant to this Agreement, within ten (10) days following the date such consideration is due hereunder (or, if Wade elects to receive stock in lieu of the cash consideration, if Naked fails to instruct its transfer agent to issue the appropriate amount of Common Stock to Wade within ten (10) days following the date such consideration is due in the event such consideration is payable in Common Stock); provided that Naked is notified in writing of such non-payment by Wade and such payment by Naked is not made within three (3) days following such notification; or (iii) Naked breaches any  covenant or agreement set forth herein and fails to cure same (if curable)  within seven (7) days of receipt of written notice. Furthermore, Naked agrees that such termination shall not relieve it of its obligation to provide consideration as contemplated hereunder. Wade shall not have waived any of his rights at law or in equity by exercising any provision of this section.

9

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

C. The Agreement shall be deemed terminated if neither Naked nor Wade elect to extend the Agreement as set forth in Section 2 hereof.

D. Naked's rights to the use of Wade Image shall end immediately should this Agreement be terminated pursuant to Section 12(A) or Section 12(B) above.

13. Notices. All notices provided for herein shall be given in writing by hand delivery, courier service,  or by certified mail return receipt requested to the addresses of the Parties set forth as follows (unless change of address by notice to the other Party is given as provided in this Section 13):

  If to Wade: If to Naked:         CAA Sports LLC Naked Brand Group, Inc.   405 Lexington Avenue, 19th Floor 10th Floor - 95 Madison Avenue   New York, NY 10174 New York, NY 10016   Attn: Lloyd Frischer Attn: Joel Primus         With a copy to: With a copy to:         Andrew B. Latack, Esq. Duane Morris LLP   at the same address 1540 Broadway, 14th Floor     New York, NY 10036     Attn: Nanette C. Heide, Esq.

14. Intellectual Property.

All rights to the use of the names, trademarks, service marks, symbols, logos, domain names, trade secrets, confidential know-how, patents, copyrights, any pending applications with respect to any of the foregoing, and  any other intellectual property and related proprietary rights, interests and protections (Intellectual Property Rights) in connection with Wade Products will be jointly owned by Wade and Naked. Wade will retain all ownership of the Intellectual Property Rights in connection with Wade Image including, for the avoidance of doubt, the Logo. For the avoidance of doubt, no rights are being granted hereunder to any intellectual property belonging to the NBA or its member clubs (including but not limited to the Miami Heat).

Subject to Section 14A, Naked will retain all ownership of the Intellectual Property Rights in connection with the Naked Products, the Naked brand and any and all related brands. All advertising material produced  hereunder will be and remain the absolute property of Naked. Wade acknowledges that he does not now have and in the future will assert no right, title or interest of any kind or nature whatsoever therein, or in or to any component part or tape, dub or copy or element or character or characterization thereof.

10

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

15. Representations and Warranties of Naked and Wade.

A. Wade relies upon Naked's skill  and judgment and also upon the following  representations of Naked which  shall be in effect throughout the term of this Agreement:

(1) Naked's products will be merchantable and fit for the purpose for which they are intended, and

(2) Naked's products will conform at all times to all applicable federal, state and local laws, rules, regulations, ordinances, and other enactments and industry standards, including, but not limited to, those relating to product safety.

B. Wade Enterprises and Athlete hereby jointly and severally represent to Naked the following:

(1) Authorization. Wade Enterprises is an entity duly organized and validly existing in good standing under the laws of its jurisdiction of organization. Wade Enterprises and Athlete  each have the requisite power and authority to enter into, execute and deliver  the Agreement to which it is a party and to perform all of the obligations to be  performed by each of them hereunder. The Agreement and the obligations and  transactions contemplated hereby have been, duly authorized, executed and  delivered by each of them, and the Agreement constitutes each of their valid and binding obligation, enforceable against such Party in accordance with its terms.

(2)  No Conflicts. Neither the  execution and delivery of this Agreement nor the performance or consummation of  the transactions contemplated hereby or thereby by either Wade Enterprises or Athlete will conflict with, result in the breach of, constitute a default under or accelerate the performance required by the terms of: (i) any law, rule or  regulation of any government or governmental or regulatory agency; (ii) any judgment, order, writ, decree, permit or license of any court or governmental or regulatory agency to which such Party may be subject; (iii) any contract,  agreement, commitment or instrument to which Wade Enterprises or Athlete is a  party; or (iv) Wade Enterprises' constituent documents or other governing instruments (or constitute an event which, with the passage of time or action by a third party, would result in any of the foregoing). The execution and delivery  of this Agreement by Wade Enterprises and Athlete and the performance and consummation of the transactions contemplated hereby do not require any registration, filing, qualification, consent or approval under any material law, rule, regulation, judgment, order, writ, decree, permit or license to which such Party is subject.

16. Indemnity.

Naked shall be solely responsible for all liability arising out  of production, distribution and sale of its product. Naked hereby agrees to indemnify, defend and hold harmless Wade Enterprises, Athlete, his agents,  representatives and employees (referred to collectively as Wade Indemnities) from and against any and all claims, actions, causes or action, damages, injuries, expenses, liabilities (joint and several), penalties fines, attorneys' fees, court costs, and any other expenses incurred by Wade Indemnities arising out of (1) breach by Naked of any of the terms, representations or warranties made by Naked in  this Agreement; or (2) Naked product liability or trademark patent or other  proprietary right infringement; or (3) errors, omissions, fraudulent or negligent acts by Naked, its employees, agents or subcontractors in connection with (i) any advertising featuring Athlete; (ii) the performance of Naked's  duties and obligations under this Agreement; (iii) the production, distribution, promotion, marketing and sales of products including related product packaging; and/or (iv) the operation and management of its production and distribution facilities, however caused. Naked shall not be obligated to indemnify Wade with respect to damages which are the result of the gross negligence or willful misconduct of Wade.

11

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

Athlete and Wade Enterprises, jointly and severally, hereby agree to indemnify, defend and hold harmless Naked, its shareholders, directors, officers, employees, agents, and affiliates (referred to collectively as Naked Indemnities) from and against any and all claims, actions, causes or action, damages, injuries, expenses, liabilities (joint and several), penalties fines, attorneys' fees, court costs, and any other expenses incurred by Naked Indemnities arising out of or are in any way connected directly or indirectly with any and all claims, suits, actions, costs, and other expenses, fines, judgments, investigations, proceedings, demands, liabilities, and obligations of any nature whatsoever, with respect to Wade Enterprises' or Athlete's breach of its respective representations and warranties, uncured  breach of this Agreement or Athlete's gross negligence or willful misconduct.

17. Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed to place the Parties in the relationship of partners, joint venturers, principal-agents, or employer-employee, it being understood that the Parties are and will remain independent contractors in all respects and neither Party shall have any right to obligate or bind the other in any manner whatsoever.

18. Assignment. Neither this Agreement nor any of the rights or obligations contained herein may be assigned or transferred by either Party without the prior written consent of the other Party.

19. Expenses. Each Party will bear its own expenses with respect to the execution of this Agreement and the  transactions contemplated thereunder, including but not limited to legal fees.

20. Authority to Contract. Each of the Parties represents and warrants that it has full right and power to enter  into this Agreement, to perform all obligations to be performed by it hereunder, and to grant all rights hereunder granted without violating the legal or equitable rights of any other person or entity, and that the execution and performance of this Agreement will not conflict with or result in a breach of or default under any of the terms or conditions of any agreement to which either Party has agreed, or is a Party, or may be bound.

21. Construction of Agreement. Each Party acknowledges that it has participated in the negotiation of this Agreement and that no provision of this Agreement shall be construed against or be interpreted to the disadvantage of any Party by any court or other governmental or judicial authority by reason of such Party having or deemed to have structured, dictated or drafted such provision.

12

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

22.  Merger; Modification. This  Agreement constitutes the entire agreement with respect to the subject matter  contained herein and supersedes all previous communications and agreements between the Parties pertaining to the subject matter hereof, whether written or oral. The terms of this Agreement may not be modified, waived, amended,  discharged, terminated, or supplemented, or otherwise changed, except by a written document executed by each Party.

23.  No Waiver. A waiver by  either Party of any of the terms or conditions of this Agreement in any instance  shall not be deemed or construed to be a waiver of such term or condition for  the future, or of any subsequent breach thereof, or any other term or condition  of this Agreement. All remedies, rights, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.

24. Severability. If any  provision of this Agreement, as applied to either Party or to any circumstance,  shall be adjudged by a court of competent jurisdiction to be void or unenforceable, whether at law or in equity, then such determination shall in no way affect any other provision of this Agreement, or the validity or enforceability of this Agreement.

25. Choice of Law. This Agreement, all amendments hereto, and any and all issues or controversies arising here from or related hereto, shall be governed by and construed exclusively in accordance with the laws of the State of New York.

26. Arbitration of Disputes. The parties agree to use commercially reasonable efforts to settle amicably any controversy, or claim arising out of the Agreement or any breach thereof through a dispute resolution process involving Wade and members from the senior management of Naked. If the parties do not otherwise agree, either party may present any unresolved dispute for arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the Rules) then in effect. Such arbitration will be held in New York, NY. The arbitration will be by a single arbitrator chosen by the parties, provided that if the parties fail to agree and to appoint a single arbitrator within twenty (20) business days from the date that one of the parties has made a demand for  arbitration, then the arbitrator will be chosen in accordance with the Rules.  The decision of the arbitrator will be final and binding on the parties and any  award of the arbitrator may be entered in any court of competent jurisdiction.

27. Attorneys' Fees. If any action is necessary to enforce the provisions of this Agreement, including any claims or demands, or to interpret this Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which it may otherwise be entitled.

28. Captions; Structure. Section headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of any section of this Agreement or of the Agreement itself.

29. Time is of the Essence. Time is of the essence with respect to the performance of the duties and obligations hereunder.

30. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall be construed as a single instrument. This Agreement may be executed by facsimile or other electronic transmissions, and signatures on any facsimile or electronic transmission copy hereof shall be deemed authorized original signatures.

13

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

31. No Third Party  Beneficiaries. This Agreement is not for the benefit of any third party and  shall be deemed not to give any right or remedy to such third party, whether referred to herein or not.

32. Recitals. The recitals contained in this Agreement are true and correct and are incorporated herein by reference.

[SIGNATURE PAGE TO FOLLOW]

14

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and date first above written.

WITNESS:   Naked Brand Group, Inc. (Naked)       By:     By: /s/ Carole Hochman       Date:   Title:       WITNESS:   Wade Enterprises, LLC (Wade)       By:     By: /s/ Dwyane Wade       Date:

15

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

Inducement Letter and Guarantee

In order to induce Naked to enter into this Agreement with Wade Enterprises, LLC, I agree to the execution and delivery of this Agreement by Wade Enterprises, LLC, and agree to render all the services herein provided to be rendered by me, to grant all the rights granted herein, and to be bound by and duly perform and observe each and all of the terms and conditions of this Agreement regarding performance or compliance on my part, and I hereby join in all warranties, representations, agreements and indemnities made by Wade Enterprises, LLC, and further confirm the rights granted to Naked under the Agreement. All notices to Wade Enterprises, LLC shall be deemed notices to me with the same effect as if given to me. I certify that my services are rendered as an employee of Wade Enterprises, LLC, and, unless substituted for Wade Enterprises, LLC by law, I agree to look solely to Wade Enterprises, LLC for payment of compensation for my services and the discharge all other obligations of an employer, subject to the terms of the Agreement.

By: /s/ Dwyane Wade     Name: Dwyane Wade     Date:     NAKED BRAND GROUP, INC.   By: /s/ Carole Hochman     Name:       Date:

16

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

SCHEDULE A

WADE TRADEMARKS AND COPYRIGHTS

Wade's Asterisk Logo



17

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

18

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015





Confidential Information has been omitted in places marked [***] and has been filed separately with the Securities and Exchange Commission.  Confidential Treatment has been requested with respect to this omitted information pursuant to an application for confidential treatment filed with  the Commission under Rule 406 under the Securities Act of 1934, as amended.

SCHEDULE B

[***]

19

Source: NAKED BRAND GROUP INC., POS AM (on S-1), 7/31/2015 
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?

Answer: For a period of six (6) months at the end of the Term (the "Sell-off Period"); provided that the Agreement was not terminated by Wade as permitted herein, Naked will have the right to continue to sell the Wade Products (defined below) for which orders have already been placed at the end of the Term on the terms and conditions herein.


Question: EXHIBIT 10.4

                              CO-BRANDING AGREEMENT

         THIS CO-BRANDING AGREEMENT (the Agreement) is made as of May 22, 2000 (the Effective Date), by and between WOMEN.COM NETWORKS, INC., a Delaware corporation having a place of business at 1820 Gateway Drive Suite 150, San Mateo, CA 94404 (Women.com), and EDIETS.COM, INC., a Delaware corporation, having its principal place of business at 3467 West Hillsboro Boulevard, Suite 2, Deerfield Beach, Florida 33442 (eDiets).

         WHEREAS, eDiets maintains a site on the Internet, currently located at http://www.eDiets.com (the eDiets Site), that provides personalized diet and counseling on-line;

         WHEREAS, Women.com maintains sites on the Internet, currently located at http://www.women.com (the Women.com Sites), that provides an on-line portal for women, blending content, community, commerce and services;

         WHEREAS, eDiets and Women.com wish to establish and maintain a custom, category-exclusive, co-branded center containing repackaged content from the eDiets Site, including a free personal diet profile, which will be a part of the Women.com Sites, in order to promote the eDiets brand and drive traffic to the eDiets Site.

         NOW THEREFORE, in consideration of the mutual covenants, representations and warranties set forth herein, the parties hereby agree as follows:

1.       THE DIET CENTER.

         1.1 Women.com will name an area, in which eDiets content will be published (such area, the Diet Center). Links (presented as Diet Center logos) to the Diet Center will be located on three Women.com channels (the Fitness Channel www.women.com/fitness; the Health Channel www.women.com/health; and the Food Channel www.women.com/food) and two subchannels within such channels to be determined in accordance with Exhibit B hereto. The first page of the Diet Center (the Gateway Page) will have the look and feel of the Women.com Sites as specified in Exhibit A hereto. The Diet Center shall be branded with an icon that includes the eDiets logo. There will be no Women.com or eDiets registration required to enter and use the Gateway Page of the Diet Center. Women.com and eDiets will mutually agree upon the content and logo of the Gateway Page, including the display, appearance and placement of the Diet Center's logo, in accordance with the terms of this Agreement, including the specifications set forth on Exhibit A hereto, prior to the launch date of the Diet Center (the Launch Date). eDiets and Women.com shall work together in good faith in order to implement such design and development and the continued enhancement of the Diet Center.

         1.2 Women.com shall store and maintain the Gateway Page on, and serve the Gateway Page from, server(s) located on Women.com's premises or the premises of Women.com's third party web host. eDiets shall store and maintain the Diet Center beneath the Gateway Page, and serve the Diet Center beneath the Gateway Page from, server(s) located on eDiets' premises or the premises of eDiets' third party web host. Effective one week from the

                                       1

Launch Date, eDiets shall include a back button to the Women.com Site on all pages of the Diet Center beneath the Gateway Page. If at any time during the Term of this Agreement, eDiets reasonably believes that the inclusion of such back buttons has a material negative effect upon the rate at which users of the Diet Center register to become members of eDiets or convert into registered participants of the services offered by eDiets on the Diet Center (the Negative Effect), eDiets may conduct a one (1) month test of the effect of such back buttons which may include the exclusion of the back button. If such test verifies the Negative Effect of the back button(s) to the Women.com Site, eDiets may remove any such back buttons.

         1.3 Except as set forth in Section 1.2  [Women], eDiets will have sole responsibility for providing and maintaining at its own expense the Diet Center beneath the Gateway Page. eDiets and Women.com will work together regarding the on-going design and maintenance of the Diet Center.

         1.4 Each party shall bear its own expenses related to its responsibilities under this Section 1.

2.       EDIETS OBLIGATIONS.

         2.1 Content License. eDiets hereby grants to Women.com, subject to the terms and conditions of this Agreement, a non-exclusive, nontransferable, worldwide, royalty-free license to use, copy, reproduce and display the editorial content and other data, branding and other identification provided by eDiets to Women.com in connection with this Agreement (the eDiets Content) on the Women.com Sites: (i) for publication in the Diet Center and elsewhere throughout the Women.com Sites; (ii) for the promotion of eDiets and the Diet Center on the Women.com Sites and in collateral advertising materials; and (iii) for such other purposes as are consistent with or otherwise authorized under this Agreement.

         2.2 Delivery of Content. eDiets agrees to deliver to Women.com, by no later than fifteen (15) days after the Effective Date, in a format specified by Women.com, the initial eDiets Content required by this Agreement, including any photos, text, data, illustrations, graphical elements, animation or banner ads. All eDiets Content delivered under this Agreement shall be consistent with the specifications for such eDiets Content (including specifications as to manner and media), and otherwise in accordance with, the terms of this Agreement,

Source: EDIETS COM INC, 10QSB, 10/30/2000





including Exhibit D hereto, and any production schedules developed by the parties from time to time. eDiets agrees that it will respond in a timely manner to be agreed upon by the parties to all reasonable requests made by Women.com or its agents for updated eDiets Content and refreshing of eDiets Content for the Women.com Sites.

         2.3 Format. eDiets will deliver the eDiets Content in such camera-ready or digital format, as agreed to by the parties.

         2.4 Editorial Guidelines. eDiets shall ensure that the eDiets Content complies with Women.com's editorial guidelines. Women.com will provide eDiets with specific editorial guidelines for eDiets Content. Women.com reserves the right to reject any and all content that does not meet Women.com's editorial guidelines. eDiets will then be required to edit such

                                       2

content until all content provided by eDiets complies with Women.com's editorial guidelines and standards. In the event that eDiets fails, within five (5) days after submission by Women.com, to provide Women.com with necessary revisions thereto, such failure shall be deemed to be approval of Women.com's edits. Women.com reserves the right, in its sole discretion, to require eDiets to eliminate, any banner, hypertext or other link from the Women.com Site to any web site containing content promoting or advertising tobacco, liquor, controlled substances, gambling, firearms or sexually explicit, offensive or degrading material. In addition to the foregoing and the content guidelines set forth in Section 5.2  [EXCLUSIVITY] hereof, eDiets may not directly link from the Gateway Page to any Women.com Competitive Company (as defined in Section 5.2  [EXCLUSIVITY]).

         2.5 Facts. eDiets shall be solely responsible for ensuring the timeliness, accuracy, and correctness of all facts, data and information (Facts) contained within the eDiet Content. eDiets shall indemnify, defend and hold harmless Women.com, its officers, directors, employees and agents from and against all damages, awards, costs, fees (including reasonable attorneys' fees), and expenses that such parties may incur as a result of third party claims arising from such third parties' reliance on Facts. Women.com retains the right, but not the obligation, to independently corroborate, or have corroborated, the timeliness, accuracy, and correctness of all Facts.

3.       ADVERTISING.

         3.1 Advertising and Promotion. Advertising and Promotion. Women.com shall make available to eDiets and eDiets shall purchase from Women.com advertising and promotional inventory in the amounts and at the rates specified in Exhibit B hereto and in accordance with the terms specified in Exhibit D hereto. If Women.com does not deliver at least 80% of the Quarterly Impression Guarantee for Advertsing Promotions as set forth on Exhibit B (11,250,000 per quarter; 45,000,000 per year); 80% of the Quarterly Impression Guarantee for the Diet Center Logo as set forth on Exhibit B (3,250,000 per quarter; 13,000,000 per year); and 80% of the Quarterly Impression Guarantee for Other Campaigns as set forth on Exhibit B (3,000,000 per quarter; 12,000,000 per year) each quarter following the Launch Date, within sixty (60) days of the end of the applicable quarter, Women.com shall deliver an amount equal to the under-delivery within the same campaign elements, including newsletters, promotions, exclusive sponsorships, targeted rotations, ROS, channel and sub-channel center logo placements, or mutually agreed upon comparable elements. If Women.com does not deliver the shortfall within sixty (60) days of the end of the applicable quarter, eDiets may terminate this Agreement in its entirety immediately or authorize Women.com to deliver the shortfall within an extended number of days to be mutually agreed upon by the parties (the Make Good Period). Should eDiets elect to terminate this Agreement, Women.com shall reimburse eDiets within thirty (30) days of the date of such termination for all pre-paid impressions or other promotions not delivered as of the date of termination. Women.com agrees that if eDiets elects to extend the Agreement the monthly fee due and payable during the Make Good Period will be recalculated and reduced to reflect the changes in the revised delivery schedule.

                                       3

         3.2 Women.com and eDiets agree that all media metrics (e.g. pageviews and impressions) with respect to the Gateway Page of the Diet Center shall be allocated to Women.com.

         4. PUBLICITY. Neither party will make any public statement, press release or other announcement relating to the terms of or existence of this Agreement without the prior written consent of the other. Notwithstanding the foregoing, each party hereby grants to the other the right to issue an initial press release, the timing and wording of which will be subject to such party's reasonable approval, regarding the relationship between Women.com and eDiets and the launch of the Diet Center. This Section shall not in any way restrict either party from complying with any law, regulation or other governmental demand or request for information.

5.       EXCLUSIVITY.

         5.1 During the Term, (a) Women.com will not buy, sell, display, distribute advertising from (including, but not limited to, banner ads, buttons, badges, text links, hyperlinks or editorial mentions) or otherwise promote a Competitive Company on any page of the Diet Center; (b) eDiets will be the exclusive third party provider of content and interactive tools for diets and diet counseling to Women.com within the Diet Center; (c) Women.com will not enter into a relationship with a Competitive Company that involves any of the following; (i) custom developed mini or micro web sites; (ii) content integration; (iii) discounts offered only to Women.com members on the Member Central page of the Women.com Sites; (iv) editorial endorsement (such as

Source: EDIETS COM INC, 10QSB, 10/30/2000





Brought to you by....) or fixed placement of 468x60 (top) and 125x365 (side) banners within eight (8) of the Content Features selected by eDiets; and (v) anchor sponsorship in any multi-sponsor Women.com promotion. Notwithstanding the foregoing, Women.com shall be entitled to (aa) provide mini and micro web sites and Women.com promotions and sponsorships to Jenny Craig; (bb) sell, display, or distribute advertisements, including banner advertisements, newsletter placements, internet radio, commerce placements and market research, or otherwise promote Competitive Companies on pages other than the Gateway Page of the Diet Center. For purposes of this Agreement, Competitive Company means any company that eDiets reasonably presents as, and Women.com reasonably agrees is, a direct competitor to eDiets by distributing on-line content principally relating to diets and diet counseling, including, but not limited to, Weight Watchers, Jenny Craig, NutriSystem, Nutrio, Asimba, DietSmart and uMagic.

During the Term, Women.com agrees to give eDiets the right of first refusal to participate in all diet and diet-counseling related promotion opportunities created or otherwise made available by Women.com on channels or sub-channels created after the Effective Date of this Agreement, including sponsorships, anchor placements and any other content integration opportunities (Diet Promos). If Women.com proposes to create and make available Diet Promos after the Effective Date, it shall give eDiets written notice of its intention, describing the terms and conditions of participation in the Diet Promos. eDiets shall have fifteen (15) days from the giving of such notice to agree to participate in the applicable Diet Promo upon the terms and conditions specified in the notice by giving written notice of its agreement to Women.com.

                                       4

         5.2 During the Term, eDiets will not buy, sell, display or distribute advertising from (including, but not limited to, banner ads, buttons, badges, text links, hyperlinks or editorial mentions) or otherwise promote any Women.com Compettive Company on any page of the eDiets Site that is within two clicks from the Gateway Page of the Diet Center. For purposes of this Agreement, Women.com Competitive Company means any company that Women.com reasonably presents as, and eDiets reasonably agrees is, a direct competitor to Women.com by providing an on-line portal for women, including, but not limited to, Oxygen Media and iVillage,

6.       PAYMENTS.

         6.1 Payment Schedule. In consideration of Women.com's developing, maintaining and promoting the Diet Center pursuant to this Agreement, beginning on the tenth (10th) day after the execution of this Agreement and thereafter on the last day of each month during the Term of this Agreement, eDiets shall pay to Women.com a monthly fee in the amount set forth on Exhibit C unless adjusted as set forth in Section 3.1  [Advertising and Promotion]. Following the Initial Term, Women.com shall have the right, upon no fewer than sixty (60) days prior written notice to eDiets, to increase the amount of the Payment Schedule; provided, that (i) Women.com may not increase the Payment Schedule more than once in any period of twelve (12) consecutive months; and (ii) such increase may not exceed twenty percent (20%) of the then current Payment Schedule.

7.       REPORTING.

         7.1 Women.com shall make advertising reports generated by NetGravity available to eDiets either online or in some other mutually agreed upon format. Such reports shall contain the number of impressions and other metrics attributable to each general category of advertising specified in Exhibit B hereto, as well as such other information as eDiets may reasonably request, to the extent reasonable commercial efforts and current technology permit. eDiets agrees to accept such advertising reports provided by Women.com as the official basis for measuring all services to be provided under this Agreement, provided, however, that if the traffic data contained in such reports materially differs (meaning a differential of 25% or more), from the data captured and reported by eDiets, the parties agree to either (a) identify the source of and remedy the difference or (b) equally split the difference between the traffic data reported by each party. If a technological malfunction causes the data reported by NetGravity to materially inflate the number of impressions provided eDiets by Women.com, Women.com shall deliver eDiets an amount of impressions equal to the overcount in accordance with the provisions for under-delivery set forth in Section 3.1  [Advertising and Promotion] hereof.

8.       OWNERSHIP.

         8.1 eDiets Content. Nothing in this Agreement shall effect a transfer of ownership in the eDiets Content from eDiets to Women.com, and eDiets shall retain all rights of copyright, trademark or other intellectual property rights in such eDiets Content that it possessed prior to providing such eDiets Content to Women.com, subject only to the licenses expressly granted by eDiets to Women.com by this Agreement. eDiets retains all rights with respect to eDiets

                                       5

Content that are not specifically granted to Women.com herein. Women.com acknowledges that eDiets owns all right, title and interest in and to the eDiets Content, and Women.com shall not now or in the future contest the validity of the eDiets' ownership rights in and to the eDiets Content. eDiets agrees to periodically include mention of Women.com, including a link to the Women.com Site if desired by eDiets, within the eDiets Newsletter (the Mention). eDiets shall determine in its sole discretion the placement, frequency and timing of such Mention, provided that eDiets submits each Mention to Women.com for approval and secures such approval prior to publication or distribution of such Mention.

         8.2 Women.com Content. All content, including but not limited to all

Source: EDIETS COM INC, 10QSB, 10/30/2000





photos, text, data, illustrations, graphical elements, animation and tools, appearing on the Women.com Sites (with the exception of the eDiets Content) or provided to eDiets pursuant to this Agreement by Women.com, including all software, methods of operation, interfaces, specifications and documentation in respect of the foregoing contained therein (collectively, Women.com Content) is and shall remain the sole and exclusive property of Women.com or its third party licensors and eDiets acquires no right, title or interest therein or thereto.

         8.3 Data Ownership. Women.com routinely collects data from Women.com visitors to the Women.com Sites. Women.com shall retain all ownership, right, title and interest in and to any data provided to Women.com by Women.com users while directly on the Women.com Site. eDiets shall retain all ownership, right, title and interest in and to any data collected within the eDiets Site including, but not limited to demographic information and email addresses submitted to eDiets by users of the eDiets Site.

         8.4 Privacy. eDiets agrees to treat all consumer data collected from Women.com users on the Women.com Site in accordance with Women.com's privacy and security policies (the Women.com Data). Women.com reserves the right to change such policies in its sole discretion from time to time. In no event shall eDiets disclose or otherwise transfer to any person or entity any Women.com Data that individually or in the aggregate identifies the identity, habits or transactions of the Women.com users.

         8.5 Tools. To the extent either party, directly or indirectly, utilizes any software, HTML and/or Java scripts, proprietary tools and/or methodologies (collectively the Tools) in performing under this Agreement, such party and its licensors retain all right, title and interest in and to any such Tools.

9.       TRADEMARK OWNERSHIP AND LICENSE.

         9.1 Women.com Marks. Women.com hereby grants eDiets a non-exclusive, non-transferable, royalty-free worldwide right and license without the right to sublicense to use the Women.com Marks during the Term solely in connection with (i) the fulfillment of eDiets' obligations under this Agreement, and (ii) in advertising and marketing collateral related to this Agreement. eDiets acknowledges and agrees that Women.com owns and otherwise has the exclusive right to use and to license the Women.com Marks and that Women.com, in each instance, shall have the right to review and approve or disapprove eDiets' use of the Women.com Marks, such approval not to be unnecessarily withheld or delayed. All uses of

                                       6

Women.com Marks by eDiets, including all goodwill arising therefrom shall inure solely to the benefit of Women.com. Women.com retains all rights with respect to Women.com Marks that are not specifically granted to eDiets herein. Women.com, in its sole discretion, may withdraw specific or general permission to use the Women.com Marks upon seventy-two (72) hours written notice to eDiets. Upon expiration of such notice period, eDiets shall immediately discontinue use of the applicable Women.com Marks. As used herein, Women.com Marks means all trademarks, service marks and corporate and brand identification and indicia, including without limitation word marks, logos and other picture marks, phrases, jingles, composite marks, corporate, commercial and institutional images, product designations and identifications of Women.com, whether registered or not.

         9.2 eDiets Marks. eDiets hereby grants Women.com a non-exclusive, non-transferable, royalty-free worldwide right and license without the right to sublicense to use the eDiets Marks during the Term solely in connection with (i) the fulfillment of Women.com's obligations under this Agreement, and (ii) in advertising and marketing collateral related to this Agreement. Women.com acknowledges and agrees that eDiets owns and otherwise has the exclusive right to use and to license the eDiets Marks and that eDiets shall have the right, in each instance, to review and approve or disapprove Women.com's use of the eDiets Marks, such approval not to be unnecessarily withheld or delayed. All uses of eDiets Marks by Women.com, including all goodwill arising therefrom shall inure solely to the benefit of eDiets. eDiets retains all rights with respect to eDiets Marks that are not specifically granted to Women.com herein. eDiets, in its sole discretion, may withdraw specific or general permission to use the eDiets Marks upon seventy-two (72) hours written notice to Women.com. Upon expiration of such notice period, Women.com shall immediately discontinue use of the applicable eDiets Marks. As used herein, eDiets Marks means all trademarks, service marks and corporate and brand identification and indicia, including without limitation word marks, logos and other picture marks, phrases, jingles, composite marks, corporate, commercial and institutional images, product designations and identifications of eDiets, whether registered or not.

         9.3 Usage. All uses by one party of the other party's Marks shall be in accordance with such quality control standards as the licensing party may promulgate from time to time and each party agrees to refrain from all uses of the other party's Marks to which the other party objects. All promotional literature and other materials prepared by a party in connection with its promotional obligations hereunder shall bear appropriate copyright and/or trademark notices as prescribed by the other party, if the other party's content or branding is included therein. Each party agrees that it will not use, register or attempt to register in any jurisdiction, or otherwise appropriate or adopt any name, mark or logo that is confusingly similar to the other party's Marks. At no time during the term of the Agreement or thereafter shall eDiets attack, challenge or file any application with respect to any Women.com Mark. At no time during the term of the Agreement or thereafter shall Women.com attack, challenge or file any application with respect to any eDiets Mark.

         9.4 Non-Alteration. In any identification of either party pursuant to this Agreement, one party shall not alter or otherwise impair the branding or other identification of the other party, nor alter or remove any copyright,

Source: EDIETS COM INC, 10QSB, 10/30/2000





trademark or other protective notices of such other

                                       7

party. Women.com agrees that, except as may be reasonably necessary, it shall not mask, frame, overlay, impair or otherwise materially alter or affect the images, information, perception, service quality or security obtained from a eDiets Site once the link or equivalent pathway is selected or initiated.

10.      TERM AND TERMINATION.

         10.1 Initial Term. This Agreement will become effective as of the Effective Date and, unless sooner terminated pursuant to Sections 3.1  [Advertising and Promotion] or 10.2  [Termination for Breach], shall remain effective for two (2) years from and after the Effective Date (the Initial Term). This agreement shall automatically renew for additional successive terms of twelve (12) months each at the end of the Initial Term (Renewal Terms), unless either party notifies the other in writing at least sixty (60) days prior to the end of the Initial Term. As used in this agreement, Term shall mean the Initial Term and the Renewal Terms, if any.

         10.2 Termination for Breach. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement if such breach is not cured within thirty (30) days from receipt of written notice of such breach sent to the address of the breaching party as specified herein. Such termination shall be in addition to any and all other actions or remedies the parties may seek at law or equity with respect to a breach of this Agreement.

         10.3 Effect of Termination. Upon the termination, expiration or earlier termination of this Agreement in accordance with its terms (the Termination Date):

              (a) the rights and licenses granted by each party to the other pursuant to this Agreement shall automatically terminate;

              (b) where applicable, each party shall return to the other party, within thirty (30) days from such Termination Date, all intellectual property, technology or other property in its possession used in connection with this Agreement that is proprietary to the other party;

              (c) Confidential Information shall be returned in accordance with the terms of Section 11;

              (d) within sixty (60) days after such Termination Date, Women.com shall remove and cease to use all eDiets Content provided or made available for use or display on the Gateway Page pursuant to or in connection with this Agreement;

              (e) within sixty (60) days after such Termination Date, each party shall eliminate from their respective web sites and/or respective web pages any marks or branding related to the other party (i.e., the eDiets Marks and the Women.com Marks, respectively) used in connection with this Agreement;

                                       8

              (f) within sixty (60) days after such Termination Date, Women.com shall purge from its servers and systems all eDiets Content;

              (g) within sixty (60) days after such Termination Date, Women.com shall make-good to eDiets any and all payments made to Women.com under this Agreement for advertising inventory not yet delivered or run, provided that eDiets has paid for such inventory; and

              (h) within sixty (60) days after such Termination Date, eDiets shall pay to Woman.com any and all payment due under this Agreement for delivered advertising and promotions inventory in accordance with Sections 3.1  [Advertising and Promotion] and 6.1.

         10.4 Survival. The provisions of Sections 4, 8, 10, 11, 12, 13, 14 and 15, as well as all defined terms, will survive any expiration or earlier termination of this Agreement for any reason.

11.      CONFIDENTIALITY.

         11.1 The parties acknowledge that, in the course of performing duties under this Agreement, each party may obtain Confidential Information from the other party. For the purposes of this Section 11, the party disclosing Confidential Information shall be the Disclosing Party and the party receiving Confidential Information shall be the Receiving Party. Confidential Information means any and all technical and non-technical information provided by the Disclosing Party to the Receiving Party and shall include, but not be limited to, all information regarding (a) patent and patent applications, (b) trade secrets, and (c) proprietary information, ideas, samples, media, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Company, and including, without limitation, the Company's information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Company provides regarding third parties. Confidential Information also includes proprietary or confidential information of any third party that may disclose such information to either party in the course of such party's business.

Source: EDIETS COM INC, 10QSB, 10/30/2000





Confidential Information may be disclosed in writing, in other tangible form, orally or visually.

         11.2 Confidential Information of the Disclosing Party will not include information that the Disclosing Party can demonstrate by reasonable evidence (a) is in or enters the public domain without breach of this Agreement, (b) the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, (c) is approved for release by written authorization of the Disclosing Party, (d) the Receiving Party knew prior to receiving such information from the Disclosing Party or (e) is independently developed by the Receiving Party without reference to Confidential Information of the Disclosing Party.

                                       9

         11.3 By virtue of this Agreement, each party hereto may disclose to the other any information that is Confidential Information. Such Confidential Information shall be governed by the terms of this Section 11. Each party agrees to use the Confidential Information of the other party solely to the extent necessary to fulfill its obligations or exercise its rights hereunder, and not for any other purpose.

         11.4 Each party agrees (a) that it will disclose such Confidential Information only to its employees, agents and contractors with a need to know such Confidential Information and who have obligations of confidentiality not to use such Confidential Information for any purpose except as expressly permitted hereunder, (b) 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 (c) 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.

         11.5 Notwithstanding the foregoing, each party may disclose Confidential Information (a) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, provided that the Receiving Party uses reasonable efforts to provide the Disclosing Party with prior notice of such obligation in order to permit the Disclosing Party a reasonable opportunity to take legal action to prevent or limit the scope of such disclosure, or (b) on a need-to-know basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors.

         11.6 Within fifteen (15) days of receipt by Receiving Party of a written request from the Disclosing Party for the return of Confidential Information, all Disclosing Party's Confidential Information and all copies thereof in Receiving Party's possession or control shall be returned to Disclosing Party or destroyed by Receiving Party at Disclosing Party's instruction. Receiving Party shall then certify the same in writing and that no copies have been retained by Receiving Party, its employees, agents or contractors.

         11.7 Each party acknowledges that unauthorized disclosure or use of the Confidential Information may cause irreparable harm to the other party for which recovery of money damages would be inadequate, and the other party shall therefore be entitled to seek timely injunctive relief to protect its rights under this Section 11, in addition to any and all other remedies available at law or in equity.

         11.8 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.

12.      WARRANTY.

         12.1 General. Each party represents and warrants to the other that: (a) such party has the full corporate right, power, and authority to enter into this Agreement and perform the acts required of it hereunder, (b) the execution of this Agreement by such party, and the performance

                                       10

by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is bound, (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms and (d) such party will perform its obligations hereunder in compliance with applicable law and regulations.

         12.2 eDiets Warranties. eDiets hereby represents and warrants to and for the benefit of Women.com and its Affiliates that:

              (a) the eDiets Content may be used by Women.com as permitted by this Agreement without violating or infringing the rights of any person or entity, including, without limitation, rights of privacy or publicity, contractual rights, copyright, trademark, or other Intellectual Property rights;

              (b) publication of the eDiets Content by Women.com as permitted by this Agreement will not constitute defamation, product disparagement or trade libel;

              (c) the use of the eDiets Marks by Women.com as permitted by this Agreement will not infringe or violate the trademark, service mark or trade dress rights of any Person; and

Source: EDIETS COM INC, 10QSB, 10/30/2000





              (d) during the Term of this Agreement, the pages of the eDiets Site to which the Gateway Page provides links shall operate in accordance with the specifications set forth on Exhibit D.

         For the purposes of this Agreement, Affiliate shall mean another entity that controls, is controlled by or is under common control with such party; provided, however, that such entity is not a human being. For purposes of this definition, the terms controls, is controlled by, or is under common control with, refer to the power to direct the policies and day-to-day operations of an entity, whether by virtue of ownership of a voting securities, contract, or otherwise.

         12.3 Women.com Warranties. Women.com hereby represents and warrants to and for the benefit of eDiets and its Affiliates that:

              (e) that the Women.com Content, except to the extent of any eDiets Content incorporated therein, used in connection with this Agreement does not and will not violate or infringe the rights of any person or entity, including, without limitation, rights of privacy or publicity, contractual rights, copyright, trademark, or other intellectual property rights;

              (f) that publication of the Women.com Content will not constitute defamation, product disparagement or trade libel;

                                       11

              (g) that the use of the Women.com Marks by eDiets as permitted by this Agreement will not infringe or violate the trademark, service mark or trade dress rights of any person or entity.

         12.4 Sole Remedy. Each party agrees that the sole and exclusive remedy for a breach of the warranties set forth in this Section 12 shall be the indemnification set forth in Section 13 below.

         12.5 EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR USE OR PURPOSE REGARDING SUCH SUBJECT MATTER. NEITHER PARTY WARRANTS THAT ITS WEB SITE(S) OR THE CENTER WILL FUNCTION WITHOUT INTERRUPTION OR THAT THEY ARE ERROR FREE. To the extent that a party may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty shall be the minimum permitted under such law.

13.      INDEMNIFICATION.

         13.1 Breach of Warranty. Subject to Section 13.3  [Indemnification Requirements and Procedures], eDiets and Women.com each agree to indemnify, defend and forever hold the other party, its present and former Affiliates, officers, members, stockholders, directors, employees, and agents, and successors and assigns (collectively, the Indemnitees) harmless from and against any and all losses, liabilities, claims, costs, damages, fees and expenses (including, without limitation, fines, forfeitures, reasonable attorneys' fees, disbursements and administrative or court costs) (collectively, Indemnifiable Sums) that the other party may incur as a result of third party claims arising from circumstances that constitute a breach or alleged breach of such party's warranties set forth in Section 12 or otherwise explicitly set forth in this Agreement.

         13.2 Products, Services and Content.

              (a) Women.com Liability. Subject to Section 13.3  [Indemnification Requirements and Procedures], Women.com agrees to indemnify, defend and forever hold harmless the eDiets Indemnitees from and against all Indemnifiable Sums arising out of third party claims to the extent such claims are based upon: (a) content published on the Women.com Sites, other than eDiets Content; (b) the operation of the Women.com membership program; or (c) any product or service, other than a product or service provided by eDiets, sold, licensed or otherwise made available on the Women.com Sites.

              (b) eDiets Liability. Subject to Section 13.3  [Indemnification Requirements and Procedures], eDiets agrees to indemnify, defend and forever hold harmless the Women.com Indemnitees from and against all Indemnifiable Sums arising out of third party claims to the extent such claims are based upon: (a) content published on the eDiets Sites, other than Women.com Content; (b) tools used on or in connection with the eDiets Site, including, but not limited to the Diet Tool; (c) the operation of the eDiets membership program; (d) any product or service sold, licensed or otherwise made

                                       12

available on any eDiets Site; or (e) any product or service sold, licensed or made available by eDiets on the Diet Center.

         13.3 Indemnification Requirements and Procedures. Each party's obligation to indemnify the other pursuant to this Section 13, is predicated upon the indemnified party's (i) giving prompt written notice of any indemnifiable claim to the indemnifying party (provided that failure to give such notice shall not release the indemnifying party from its obligations hereunder except to the extent it is prejudiced thereby), (ii) giving the indemnifying party the opportunity to assume (by written notice to the Indemnitee) control over the defense and settlement of such claim, and (iii) providing, at the indemnifying party's expense, all relevant information, assistance and authority to enable to the indemnifying party to defend such claim. Each party, as Indemnitee, may participate, at its own cost, in the defense of any indemnifiable claim with counsel of its own choosing. Each party agrees not to settle any indemnifiable claim without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

Source: EDIETS COM INC, 10QSB, 10/30/2000





         13.4 Limitations on Indemnification. Notwithstanding the terms of Sections 13.1  [Breach of Warranty] and 13.2  [Products, Services and Content], an indemnifying party shall have no liability for, nor shall it indemnify, defend or hold any Indemnitee harmless from or against any claim based on: (a) use of old, superseded content or Marks if such infringement would have been avoided by the use of the current version of such content or replacement Marks made available by the indemnifying party to the other party; (b) use of content or Marks not in accordance with the terms of this Agreement; (c) any modification of the indemnifying party's content or Marks not made or explicitly authorized by the indemnifying party if, in the absence of such modification, the content or Marks would not be infringing; or (d) a claimed act of infringement or misappropriation which act occurred after the other party received notice of such potential claim.

14.      LIMITATION OF LIABILITY. EXCEPT FOR BREACHES OF SECTION 11 OR BREACHES OF ANY LICENSE GRANT SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATIONS ON LIABILITY FOR DAMAGES SET FORTH IN THIS AGREEMENT SHALL BE INAPPLICABLE TO EACH PARTY'S CONTRACTUAL OBLIGATION TO INDEMNIFY THE OTHER PARTY AS SET FORTH IN SECTIONS 2.6 AND 13.

15.      GENERAL.

         15.1 Assignment. Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably delayed or withheld), except that no such consent will be required in connection with an assignment or transfer of this Agreement to (a) a party's successor in connection with a Change in Control of such party, provided that such successor is not a competitor of the other party, or (b) to any entity that is

                                       13

controlled by, under common control with, or controls a party. For purposes hereof, the terms control, controlled by or under common control with refer to the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise. Any attempt to assign this Agreement other than as permitted above will be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. For purposes of this Agreement, Change in Control means a merger or consolidation of the party with, or any sale of all or substantially all of the assets of such party to, any other person, corporation or entity, unless as a result of such merger, consolidation or sale of assets the holders of such party's voting securities prior thereto hold at least fifty percent (50%) of the total voting power represented by the voting securities of the surviving or successor corporation after such transaction.

         15.2 Jurisdiction and Venue. The parties agree that all lawsuits arising out of or related to this Agreement shall be brought in the state or federal courts located in the state of California, San Francisco County, and each party hereby referred consents to the exclusive personal jurisdiction of such courts for such purpose.

         15.3 Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California as applied to agreements made, entered into and performed entirely in California by California residents, notwithstanding the actual residence of the parties, without giving effect to any choice of laws of California that would require the application of the laws of a state other than California.

         15.4 Notice. Any notice under this Agreement will be in writing and delivered by personal delivery, express courier, confirmed facsimile, confirmed e-mail 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 e-mail 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.

         15.5 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.

         15.6 Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages and governmental restrictions.

         15.7 Severability. In the event that any of the provisions of this Agreement are held to be unenforceable, the remaining portions of the Agreement will remain in full force and effect.

         15.8 Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding that certain Letter of

                                       14

Intent dated April 3, 2000, and any other agreements and communications (both

Source: EDIETS COM INC, 10QSB, 10/30/2000





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.

WOMEN.COM NETWORKS, INC.                  EDIETS.COM, INC.

By:  /S/ Bud Ward                         By: /S/ David R. Humble

Name: Bus Ward                            Name: David R. Humble

Title: Vice President Eastern Ad Sales    Title: CEO and Chairman

1820 Gateway Drive, Suite 150             3467 West Hillsboro Boulevard, Suite 2 San Mateo, CA 94404                       Deerfield Beach, FL  33442 Voice: (650) 378-6500                     Voice: (954) 360-9022 Fax:   (650) 378-6599                     Fax:   (954) 360-9095

                                       15

                                    EXHIBIT A

                               [GRAPHIC OMITTED]

                                      A-1

                                    EXHIBIT B

DIET CENTER LOGO

eDiets will have the following Channel and Subchannel Center Logo Placements

(1)      Health Channel Home Page and Two Sub Channels of Choice http://www.women.com/health/ 2 Sub Channels:

Health News http://www.prevention.com/healing/ Condition & Ailments http://www.prevention.com/healing/cond_ail/          Estimated Impressions per month- 160,000          Estimated Impressions for Year 1- 1,920,000          Estimated Impressions for Year 2- 1,920,000

         Total Estimated Impressions: 3,840,000

                                       OR

(2)      Food Channel Home Page and Two Sub Channels of Choice

http://food.homearts.com/food/ 2 Sub Channels: Restaurants http://food.homearts.com/food/restaura/00rest17.htm Food For Thought http://food.homearts.com/food/thoughts/00thou17.htm

Estimated Impressions Per month- 300,000

         Estimated Impressions for Year 1- 3,600,000          Estimated Impressions for Year 2- 3,600,000

         Total Estimated impressions: 7,200,000

(3)      Fitness Channel Home Page and Two Sub Channels of Choice

http://www.women.com/fitness/

2 Sub Channels

Weight Loss http://www.prevention.com/weight/getstart.html

Fitness News http://www.prevention.com/weight/

         Estimated Impressions per month- 60,000 (before re-launch)          Estimated Impressions for Year 1- 720,000          Estimated Impressions for Year 2- 720,000          Total Estimated impressions: 1,440,000

                                      B-1

Upon committing to this partnership, eDiets will receive a two-week banner advertisement test in rotation across the channels set forth above in order to determine the most suitable fixed placements for the eDiets center logos. This test will consist of a total of 100,000 impressions, 20,000 per channel. Given that expectations for banner advertisement performance are not necessarily equivalent to that of a fixed center logo, eDiets understands and acknowledges that the results will be considered directional in nature and not used to determine ultimate performance of the eDiets center logos placed in the channels selected by eDiets.

The parties may agree at a later date to add other channels to the above list of channels. In any event, eDiets may select from only three channels.

Source: EDIETS COM INC, 10QSB, 10/30/2000





PROMOTION OF DIET CENTER ON WOMEN.COM SITES

Relevant Feature Content Sponsorships

Women.com will provide eDiets with a fixed top and 125x365 side banner on eight (8) of the content features set forth below.

eDiets may select up to eight (8) of the content features set forth below: (1) Fat to Firm at 40+ (Estimated Impressions per Month- 7,000) http://www.prevention.com/weight/fattofirm/

(2) Nutrition News - If you make one change to your diet, what would it be? (This is an Expert piece) (Estimated Impressions per Month- 10,000) http://www.prevention.com/cooking/news/

(3) 71 Weight Loss Tips (Estimated Impressions per Month- 100,000) http://www.prevention.com/report/980610/

(4) Weight Loss Program - Working Out (Estimated Impressions per Month- 15,000) http://www.healthyideas.com/weight/workout.html

(5) 45 Best and Worst Belly Flatteners (pull down menu to select scenarios with exercise tips) (Estimated Impressions per Month- 7,000)

http://www.healthyideas.com/report/bellyflat/

(6) 8 Ways to Make Weight lifting fun (Estimated Impressions per Month- 16,000) http://www.prevention.com/weight/buzz/

(7) Gym Shorts (Q&A Michelle Staten, Fitness Editor, Prevention) (Estimated Impressions per Month- 10,000) http://www.prevention.com/weight/gym/

(8) Calorie Calculator (Tool) (Estimated Impressions per Month- 20,000) http://www.prevention.com/weight/bonfire/

(9) Weight Loss Program: Success Stories (Estimated Impressions per Month- 17,000)

                                      B-2

www.prevention.com/weight/success.html

(10) Weight Quiz: What will you Weigh one Year from now? (Quiz) (Estimated Impressions per Month- 39,000) www.prevention.com/weight/what_will_you/

(11) Weight Loss Program Planner (Tool) (Estimated Impressions per Month- 50,000) www.prevention.com/weight/planner/

(12) A Choice of one top level sponsorship in the newly launched Fitness Channel scheduled for 3Q, 2000

eDiets.com will have the first right to substitute any of the following content features for any of the eight (8) content features selected above once inventory on such features becomes available. When the following content features become available, eDiets.com has the choice to switch sponsorships and not add to their overall sponsorships.

(1) Weight Loss Program: Finding Support (Available 6/30/01) (Estimated     Impressions per Month- 2,000) www.prevention.com/weight/support.html

(2) Weight Loss Program: Eating Well (Available 6/30/01) (Estimated Impressions     per Month- 2,000) www.prevention.com/weight/eatwell.html

(3) Weight Loss Program: Getting Started (Available 6/30/01) (Estimated     Impressions per Month- 7,000) www.prevention.com/weight/getstart.html ROS advertisement rotation on Women.com Sites

The Following Advertising Impressions will include these campaign elements:

         -All Sponsorships          -Targeted Banner Rotations (Targeted rotation includes Fitness,          Entertainment, Wedding, Health, Fashion & Beauty, Food Channels,          Redbook, Cosmopolitan, Prevention, Good Housekeeping, eHarlequin and          Home and          Garden and other relevant areas as they become available)          -ROS

Per Year

         o  Impressions Guaranteed per month:           3,750,000          o  Total Advertising Impressions Guaranteed:   45,000,000          (of which shall not include the top 468x60 nor the 120x240 banner          located on the Gateway page of the Diet Center) 60% ROS and 40%          Targeted and Sponsorship elements

                                      B-3

         o Ad banners on the Diet Center will be co-branded with the Women.com            and eDiets logos

Women.com Special Membership Integration Opportunities:

Women.com will provide eDiets with one (1) membership offer opportunity to Women.com users who have registered for membership on the Women.com Sites per

Source: EDIETS COM INC, 10QSB, 10/30/2000





quarter after the Effective Date. These member offers will be promoted via membership newsletters as listed below, on the Membership Menu Page (http://women.com/membership/central.html) and on the Promotion Page (http://women.com/promotions/). The member offer provided by eDiets can not run anywhere other than Women.com for one month prior to or one month after the member promotion period without Women.com's written consent

eDiets shall offer in any membership offer provided pursuant to this Agreement a minimum discount of 20% on the fair market value of any products or services.

Placement within Women.com Newsletters:

eDiets.com will have the opportunity to participate within the following newsletters, the placement, frequency and timing of such participation to be determined by Women.com in its sole discretion provided that Women.com uses its best efforts not to place reference to eDiets on the same page as content which may appear to be contrary to the basic foundation of the eDiets' philosophy. During the Term, eDiets.com will be guaranteed 12 million circulation per year from and after the Effective Date via newsletters, including but not limited to:      >>  Fashion & Beauty Newsletter: 300,000 subscribers per month      >>  Food News: 180,000 subscribers per month      >>  Prevention: 1,600,000 subscribers per month      >>  Internet Scopes:  2,400,000 subscribers per month      >>  Sex & Romance: 120,000 subscribers per month      >>  What's New: 1,100,000 subscribers per month      >>  Women.com Member Newsletter: 1,700,000 subscribers per month

Guaranteed Circulation Per Year:            12,000,000

Anchor Tenancy Sponsorship of the Women.com Promotions/ Sweepstakes:

Women.com will provide eDiets.com with three (3) Anchor Sponsorships and two (2) Premier Sponsorships of the following Women.com promotions.

The Anchor Sponsorship includes the following elements: o Grand prize sweepstakes opportunity o Exclusive sponsorship of an editorial feature showcased within the promotion o Availability to ask two (2) demographic or brand research questions o Full database of names collected from the sweepstakes (estimated 30,000 to   60,000 names), the use of which is subject to all applicable Women.com privacy   policy. o Network wide promotion of the sweepstakes, the placement, size, frequency and   timing of such promotions to be determined by Women.com in its sole   discretion.

                                      B-4

Included in a Premier Sponsorship are all of the following elements: o 1/st/ place sweepstakes opportunity o Co-sponsorship of an editorial feature showcased within the promotion o Full database of names collected from the sweepstakes (30,000 to 60,000 names) o Network wide promotion of the sweepstakes, the placement, size, frequency and   timing of such promotions to be determined by Women.com in its sole   discretion.

Available Promotions for Participation: o Wedding Promotion  (Year 2000) o Holiday Survival Guide (Year 2000) o Resolutions Promotion (Year 2001) o Valentine's Day Promotion (Year 2001) o Mother's Day Promotion (Year 2001)

Total estimated impressions per promotion:           1,000,000

Women.com E Commerce Elements:

Sports/Fitness Diet Center Homepage: http://www.women.com/shopping/webstoreguide/sports/

o Rotating Featured Partner Ad Button on the side of the page

All Sub Categories:

o Rotating Featured Partner Ad Button on the side of the page

o Affiliate text link placement within all sub-sub categories

- New category creation at a minimum of 3 weeks from receipt of all coded links,   descriptions and images have been received from client. Note: if category   requires the participation of more than one client, it will not be created   until all material has been received from all participants.

Impression Break-Out Per Year:

Advertising Impressions:                          Estimated           Guaranteed

    -Sponsorships and Targeted Rotations:         18,000,000

    -ROS                                          27,000,000

Total Guaranteed Advertising Impressions:                             45,000,000

QUARTERY IMPRESSION  GUARANTEED                                       11,250,000

Diet Center, Channel & SubChannel

Impressions:                                      Estimated           Guaranteed

Source: EDIETS COM INC, 10QSB, 10/30/2000





 eDiets Diet Center logo impressions:           30,000,000

                                      B-5

 eDiets Diet Center logo impressions:                               13,000,000

Other Campaign Impressions:                       Estimated           Guaranteed Newsletters                                                           12,000,000 Promotions                                        500,000 Added Value Commerce Impressions:                 3,600,000 Total Estimated Impressions:                      79,100,000 Total Impressions Guaranteed:                                         70,000,000

                                      B-6

                                    EXHIBIT C

                                PAYMENT SCHEDULE

Pricing/Delivery: PRICING AS PART OF THIS PACKAGE ONLY Flight:                             2 Year Deal Net Advertising CPM:                $37.00 (Just Co-Branded Banners) Overall Net CPM                     $28.57 (With all other elements) Total Net Cost:                     $2,000,000 (Per Year)/$4,000,000 (Two Years) Total Guaranteed Impressions:       70,000,000 (Per Year)/140,000,000 (TwoYears)

YEAR 1

10 days after Effective Date-Production                                 $250,000

Last day of each of the 1st through 12/th/ months   after the Launch Date                                                 $145,833

                  Media Component                                       $138,750

                  Other (Promotions, production, etc)                     $7,083

YEAR 2

Last day of each of 13/th/ through 24/th/ months   after the Launch Date                                                 $166,666

                  Media Component                                       $138,750

                  Other (Promotions, production)                      $27,916.66

Total Payment to Women.com                                            $4,000,000

                               [GRAPHIC OMITTED]

                                      C-1

                                    EXHIBIT D

GENERAL ADVERTISING & PRODUCTION GUIDELINES

The following are the Women.com advertising and production guidelines. Any exceptions to these guidelines require prior written approval of Women.com.

All impressions per section are estimated; however, Women.com shall extend every reasonable effort to deliver the estimated number of impressions per section as set forth in Exhibit B. Notwithstanding the foregoing, Women.com does guarantee a minimum of 13,000,000 impressions promoting eDiets per year on the Diet Center.

BANNER CREATIVE & STANDARDS

All campaigns must submit 468x60, 234x60, and 125x365 creative units.

1.    ACCEPTED BANNER SIZES

   o  234x60 half-banner (8k or less)    o  468x60 banner (10k or less)    o  125x365 sponsorship (12K or less)    o  125x125 promo (8K or less; reserved for marketing and co-branded tagged       tune-ins with management approval)

2.    BANNER CREATIVE FORMATS ACCEPTED

   o  GIF (animated and non-animated)    o  JPEG    o  HTML    o  JAVASCRIPT

3.    THE FOLLOWING ADDITIONAL FORMATS CAN POTENTIALLY BE USED BUT REQUIRE       ADDITIONAL PRODUCTION AND TESTING TIME TO ENSURE NETWORK COMPATIBILITY:

   o  JAVA    o  ENLIVEN    o  UNICAST    o  FLASH

Source: EDIETS COM INC, 10QSB, 10/30/2000





Please check with ad production regarding other formats.

                                       D-1

PRODUCTION LEAD TIME AND SHIP TO INFO

Lead Times

The following lead times should be considered standard. Additionally, more extensive campaigns/sponsorships and/or incorporating new technologies may take longer. o Banner campaigns require 5 business days from the time all advertiser   materials/instructions are received. o Creative rotation changes/refreshes require 3 business days from the time all   advertiser materials/instructions are received.

Ship To Info

All creative should be sent to ads@women.com.

ADVERTISING/LINKS - CATEGORIES NOT ACCEPTED

The following categories of advertising or links to such material are not accepted on Women.com:

  o Tobacco   o Controlled substances   o Liquor   o Firearms   o Gambling   o Sexually explicit advertising and/or advertising that is degrading.   o Women.com, specifically Prevention on-line (Healthy Ideas) cannot accept     advertising that promotes: 1) a product deemed defective or unsafe by the     FDA, 2) a product, therapy or service whose possible harm to the consumer     outweighs it benefits, and 3) a health product for which there is no good     evidence of benefit and no good reason to believe there is a benefit.

THIRD PARTY AD SERVING

Women.com accepts third party ad serving. However, third party serving relies on the third party's servers being fully operational. If Women.com determines that the servers are unreliable, the banners must be served from Women.com's site until such time the third party servers are fully operational. Also note that Women.com cannot track click-thrus in its NetGravity reports for rich media banners that are served remotely.

Women.com must be notified in writing regarding the product categorizations of all creative rotations as well as any revisions, in order to maintain proper placement and competitive separation. Any changes made to creative rotations without prior notification to Women.com may result in the interruption or temporary discontinuation of ad delivery until all ad placements and competitive separation issues can be resolved.

NETWORK DESIGN CONFIGURATION

                                      D-2

Women.com reserves the right to make design and configuration changes to all pages and features within the network. Women.com shall notify its advertisers of any changes that significantly impacts ad placements.

                                      D-3

Source: EDIETS COM INC, 10QSB, 10/30/2000 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Answer:
Women.com acknowledges that eDiets owns all right, title and interest in and to the eDiets Content, and Women.com shall not now or in the future contest the validity of the eDiets' ownership rights in and to the eDiets Content.