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.

Example Input: CONTENT DISTRIBUTION AND LICENSE AGREEMENT   Deal Terms   Licensed Program/ Film or Video Inevitable Licensed Rights to ConvergTV and ConvergTV Channels and/or Distribution Outlets x All, including but not limited to: xSimultaneous Internet Streaming x OTT Television x Internet Protocol Television x Radio, short wave, microwave, fiber optic x Alternative, secondary and specialty distribution x Stored as VOD, Content Distribution Networks/Company Servers x Full Television Broadcast Rights: x Free: Terrestrial, Cable, Satellite x Pay: Terrestrial, Cable, Satellite x Direct Satellite IP Distribution Systems Licensed Territory x Worldwide ¨ Other: _______________________________________________ License Term Perpetual, unlimited runs x Other: 2 years Commencing: November 15, 2012 Run Dates Within ConvergTV determined parameters. License Consideration Revenue Share as specified in this CONTENT DISTRIBUTION AND LICENSE AGREEMENT. Authorized Language Primary: x All ¨ Other (specify): ________________________________________ May be subtitled or translated by ConvergTV into foreign language(s). Additional Terms Closed Captioned Version, - NTSC, PAL, SEACAM or standards to be developed, provided by ConvergTV. Producer Information Producer: Fulucai Productions Ltd. Name of Contact: James Durward Address: 3632-13 St. SW, Calgary, Alberta, Canada, T2T 3R1 Telephone: 403-689-3901 Email: jimdurward@shaw.ca



1

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013





  This CONTENT DISTRIBUTION AND LICENSE AGREEMENT (the Agreement) is entered into as of November 15, 2012 (the Effective Date) by and between, CONVERGTV, INC., a Delaware Corporation, (ConvergTV), whose principal place of business is located at 3201 Budinger Ave., St. Cloud, FL 34769, P.O. Box 540817, Merritt Island, Florida 32954, and Fulucai Productions Ltd. (the producer, publisher, content owner, authorized distributor, agent, or assignee of the Program rights, licensor, and grantor, any and all referred to herein as the Producer), whose principal place of business is located at 3632- 13 St. SW, Calgary, Alberta, Canada, T2T 3R1. The foregoing entities may be individually referred to as a Party or may be jointly referred to as the Parties.   The Parties agree as follow:   1. Grant of License and Rights.     (a) For the License Term and within the Licensed Territory, Producer hereby grants to ConvergTV a right and license to Distribute the program, file or video listed on the Deal Terms above (the Program) consisting of (check one) ¨ episodes (series) or x one-offs, for unlimited runs for the License Term through ConvergTV channels and/or other distribution outlets, in accordance with the License Rights. The terms License Term, Licensed Rights, and Licensed Territory shall have the meaning specified in the Deal Terms above, which such Deal Terms are part of this Agreement and are hereby incorporated herein by reference. As used in this Agreement and this license, the term Distribute includes, but is not limited to, any and all License Rights specified in the Deal Terms, all rights of distribution, the right to copy and reproduce the Program, the right to create derivative works of the Program for the purpose of creating branding elements and short form promotional materials (Promotional Works), the right to sell copies, the right to import and export the Program and the Promotional Works, the right to display the Program and Promotional Works publicity, the right to transmit the Program and Promotional Works through any transmission or delivery method that exists today, or that is created in the future, to any number of devices or users, including transmission through simultaneous delivery or streaming, and the right to sublicense and/or assign some or all of these rights to others.    (b) Producer further grants to ConvergTV the right and license to Distribute the Program on any ConvergTV channel, and/or other distribution outlets, that exists today or that is created or developed in the future and this right includes the right to Distribute on any channels of a ConvergTV affiliate and/or other distribution outlets without limitation.    (c) Producer further grants to ConvergTV the right and license to Distribute and re-Distribute, including relicensing or sublicensing, the Program at such dates and times as are determined by ConvergTV in its sole discretion.    (d) Producer further grants to ConvergTV the right and license to create (re-edit), at its sole cost and expense, new and different versions of the Program, create foreign language, subtitled or translated versions of the Program as well as to create closed captioned versions of the Program, including NTCS, PAL, SEACAM standards, or other standards, including those yet to be developed.

2

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013





     (e) Producer further grants to ConvergTV the right and license to utilize any and all footage from the Program for promotional and marketing purposes related to the Distribution of the Program and for promotion of channels or other distribution methods.    (f) The grant of rights and license pursuant to this Section 1 shall include, but not be limited to, the right of ConvergTV to Distribute and re-Distribute all or any portions of the Program and Promotional Works, including excerpts therefrom, and any new and different versions of the Program, on simultaneous internet transmission or streaming, internet protocol television and any television networks and stations, and/or other distribution outlets, via domestic or foreign television signals, as well as through CATV and DBS systems, satellite, microwave, fiber optic and/or other modes of Distribution yet to be developed, but which may be utilized by ConvergTV in the future. ConvergTV shall have the right to insert commercials within the Program.   2. Delivery.    (a) The Program shall be delivered to ConvergTV utilizing English as the primary language unless otherwise specified or as indicated in the Deal Terms.    (b) The Program will conform to and be delivered in accordance with Exhibit A.    (c) The Program must be saved as executable files (NOT as playable DVD/Blu-Ray movies).    (d) The Program materials delivered to ConvergTV shall be duplicate copies, and ConvergTV disclaims liability for any damage or loss to any original master delivered by Producer to ConvergTV.   3. Consideration. The Producer agrees and acknowledges that it will receive no upfront compensation for the rights it has granted herein and that ConvergTV has no obligation to Producer to exercise any of its rights under this Agreement. The revenue share for the Program is stated in Exhibit B. The Producer shall have thirty (30) days from the payment date to dispute the amount of any revenue share payout or any such claim or dispute is hereby waived by the Producer.   4. Program Exclusivity For The License Term Within The Licensed Territory . During the License Term (which is identified in the Deal Terms), Producer agrees that ConvergTV has the exclusive right to exercise the rights granted to it under this Agreement with respect to the Program, including those in Section 1, within the Licensed Territory.

3

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013





  5. Producer's Representations and Warranties.   The Producer represents and warrants for the benefit of ConvergTV that:    (a) it: (A) has the right to enter into and perform this Agreement and to grant ConvergTV all the rights and licenses granted by it herein; and (B) either owns the Program or controls the exhibition and distribution rights thereto;    (b) it has or will obtain, at its sole cost and expense, all rights necessary to enter into this Agreement and to permit the exercise by ConvergTV of the rights and licenses herein granted including any and all music synchronization and mechanical rights and licenses as well as any and all performance rights by the artists and/or other material susceptible to performing rights contained in the Program and that such rights that Producer does not have or cannot obtain are within the public domain and are free to exercise by ConvergTV;    (c) neither the Program, nor the production or use of the Program, or any element of the Program hereunder, will: (A) violate any right of privacy or any other right of any person, firm, corporation or other entity; (B) be defamatory; or (C) infringe upon or violate any copyright, trademark, trade name, patent or any proprietary rights of any third parties;    (d) there are no agreements, contracts, commitments or licenses, nor shall Producer enter into any agreements, contracts, commitments or grant any licenses, which would prevent the fulfillment of this Agreement or impair or conflict with the rights granted hereunder;    (e) it has all required releases for the Program and to grant the rights and licenses specified in Section 1, including but not limited to personal appearance, voice, location, sync, mechanical and for any other use requiring authorization of a person, place or thing;    (f) it will not permit its Programs, other than as provided in this Agreement, to be displayed in full length, or nearly full length, on or through any channel, distribution or other platforms or services, or by any other means, including but not limited to the distribution or viewing platforms or services of ConvergTV's competitors;    (g) it has not violated any law, rule, or regulation in connection with the creation or distribution of the Program; and    (h) it shall comply with the Producer Performance Standards set forth in Exhibit C.   6. Insurance. The Producer has no insurance requirement.   7. Indemnification. Producer shall indemnify, defend and hold harmless ConvergTV and its parents, subsidiaries, divisions, officers, directors, employees, attorneys and agents, and their respective successors or assigns, from all costs, expenses and damages arising from any breach or alleged breach of the warranties made by it in this Agreement.   Producer shall further indemnify, defend and hold harmless ConvergTV and its parents, subsidiaries, divisions, officers, directors, employees, attorneys and agents, and their respective successors or assigns, from all costs, expenses and damages arising from any costs, errors, omissions, slander, losses, liability or for any other cause as a direct or indirect result of the Distribution, transmission or publication of the Producer's Program or content.

4

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013





    8. Protection of Copyright.    (a) Producer shall take all reasonable steps to protect all copyrights pertaining to each Program from infringement and will institute such actions and proceedings as may be reasonable to prevent any unauthorized use, reproduction, exhibition or exploitation by third parties of the Program or any part thereof, or the material on which the Program is based which may be in contravention of the rights and license granted to ConvergTV herein.    (b) If the Producer does not fulfill its obligation in Section 8(a) above, ConvergTV shall have the right, but not the obligation, to take such action as ConvergTV deems reasonable under the circumstances. For this purpose, Producer hereby appoints ConvergTV its attorney-in-fact to act in its name to prevent any unauthorized use, reproduction, exhibition, or exploitation of any Program or any part thereof. Any damages awarded or settlement payments made as a result of any action taken by ConvergTV shall belong to ConvergTV.   9. Non-Disclosure. The Producer agrees to not disclose, discuss, transcribe, publish or share: (i) any information contained in this Agreement; or (ii) any non-public, confidential or proprietary information as it relates to ConvergTV with any third party, including but not limited to any individual, person, corporation, company, or distributor, except that Producer may disclose such information or materials, to the extent reasonably necessary, to its attorneys, auditors, consultants, shareholders, and other fiduciaries who are themselves bound by confidentiality obligations with regarding any such disclosed information or materials.   10. Security of Content. For Programs licensed by and/or through ConvergTV and that are resident in the ConvergTV distribution platform, ConvergTV shall provide reasonable protections for the ConvergTV distribution platform to prevent the unauthorized distribution, unauthorized licensing, unauthorized sub-licensing, piracy, theft of content and/or unauthorized monetization of the Programs from the ConvergTV distribution platform.   11. Monetization of Content. The Producer agrees and authorizes ConvergTV, its subsidiaries, agents and/or assigns to monetize the Producer's Program and content by traditional ad (commercial) insertion; product placement; branded programming; overlays; interactive advertising; merchandise; utilization of brand value; syndication (theatrical, televised, mobile, OTT, Internet, IPTV); social media television; interactive television; mobile app sales; cable, satellite, OTT, IPTV, mobile subscriber fees; subscription and premium distribution and any and all methods of content monetization that may now or in the future exist, by and on any and all known or future means of content distribution.   12. Force Majeure: If either Party is prevented from performing its obligations hereunder as a result of a force majeure event, then the non- performing Party shall not be liable to the other Party for its failure to perform such obligations. As used in this Agreement, force majeure shall mean any act of God, fire, flood, war, public disaster, other calamity, strike, or labor difficulties, or any governmental determination, action, regulation, or order, or any other occurrence beyond the reasonable control of the non-performing Party, which, despite the non- performing Party's reasonable efforts, prevents the performance of its obligations hereunder. In the case of a force majeure event, ConvergTV will not be responsible for payment of any revenue share.

5

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013







  13. Entire Agreement . This Agreement, which includes the Deal Terms and any and all exhibits, schedules or attachments to this Agreement, contains the entire agreement of the Parties, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the Parties hereto, relating to the subject matter contained in this Agreement that are not fully expressed herein.   14.. Notices. All notices, statements or requests for approvals (Notices) that either Party hereto is required or may desire to give to the other shall be given in writing by addressing the same to the other at the addresses set forth herein, or at such other address as may be designated, in writing, by any such Party in a Notice to the other. Notices shall be made by personal delivery, overnight courier, first class registered mail (postage prepaid and return receipt requested), facsimile or e-mail. A Notice shall be deemed served and received on the date executed on a receipt of acceptance or if by personal delivery, upon physical delivery of the same.   15. Governing Law. All questions with respect to the construction of this Agreement, and the rights and liabilities of the Parties hereto, shall be governed by the laws of the State of Florida. The Parties also agree that the venue for this Agreement shall be in the County of Brevard, Florida. The Parties expressly waive any claim to jurisdiction in any federal or other state forum or venue in any other county or place. In the event of any controversy, claim or dispute between the Parties hereto, including, but not limited to, any action at law or in equity, including any action for declaratory or injunctive relief, arising out of or relating to this Agreement or the breach thereof, the prevailing Party shall be entitled to recover from the losing Party all of his or her actual attorney's fees and costs in bringing, prosecuting, or defending said action.   16. Successors and Assigns. Subject to the restrictions against assignment as herein contained, this Agreement shall be binding upon and inure to the benefit of the Parties, their predecessors, assigns, successors in interest, personal representatives, their past and present attorneys, principals, employees, independent contractors, officers, directors, shareholders, parents, issue, subsidiaries, agents, servants, estates, heirs, administrators, executors, conservators, trustees, legatees, and other affiliated entities of each of the Parties hereto.   17. Modification, Severability & Waiver . This Agreement may not be altered, modified, or changed in any manner except by a writing executed by the Party against whom it is to be enforced. Waiver of the breach of any of the provisions of this Agreement shall not be deemed to be a waiver of any other breach of the same or any other provision of this Agreement. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

6

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013





    18. Audit. Each of the Parties may, at its own expense, audit the other Party's compliance with this Agreement, including but not limited to, auditing the other Party's representations and warranties.   19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. All counterparts so executed shall constitute one agreement binding upon all Parties, notwithstanding that all Parties are signatory to the original or the same counterpart. The Parties may execute this Agreement by facsimile and/or electronic means and such signatures shall be treated as original signatures for all purposes.   IN WITNESS WHEREOF the Parties hereto have caused this Agreement as of the Effective Date.

CONVERGTV, INC. by     Name:  Title:   FULUCAI PRODUCTIONS LTD.(PRODUCER) by     Name:  Title:

7

Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013







Source: FULUCAI PRODUCTIONS LTD., 10-Q, 12/23/2013 
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
Example Output: Each of the Parties may, at its own expense, audit the other Party's compliance with this Agreement, including but not limited to, auditing the other Party's representations and warranties.

Example Input: EXHIBIT 10.47

               MANIFEST SYSTEM SERVICES AND CO-BRANDING AGREEMENT                --------------------------------------------------

     This Manifest System Services and Co-Branding Agreement (Agreement) is                                                                --------- made and entered into as of April 27, 1999 (the Effective Date), by and                                                  -------------- between iShip.com, Inc., a Washington corporation (the Company), and Mail                                                         ------- Boxes Etc. USA, Inc., a California corporation (MBE).                                                  ---

                                    RECITALS                                     --------

     A.  The Company has developed an Internet-based shipping system.

     B.  MBE wishes to have the Company provide an Internet-based service based on the Company's Internet-based shipping system and the MBE retail manifest system to the MBE Centers (as defined below) for use in manifesting and shipping customer packages, all subject to the terms and conditions set forth in this Agreement.

     C.  The Company and MBE desire to engage in certain co-branding activities on the Internet so as to allow customers of MBE Centers to use the Company's Internet-based shipping system in a convenient manner and to list the MBE Centers as drop-off locations and retail shipping centers.

     D.  In connection with the services to be provided hereunder, the Company desires to issue to MBE a warrant to purchase up to One million three hundred thirty three thousand three hundred thirty three (1,333,333) shares (as determined pursuant to the terms of the Warrant) of Series B Preferred Stock of the Company substantially in the form attached hereto as Exhibit A (the                                                          --------- Warrant).  -------                                     AGREEMENT                                     ---------

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

     The following terms are defined for the purposes of this Agreement as follows:

     (a) Acceptance shall mean MBE's acknowledgment pursuant to Section 2           ---------- below that (i) access to the Service has been granted, and (ii) the Service functions in accordance with the Specifications.

     (b) Authorized Equipment shall mean the particular type of computer           -------------------- equipment and the specifications thereof set forth in Exhibit B attached hereto                                                       --------- on which the Service is intended to be accessed and used by the MBE Centers.

     (c) Brand Features means each party's respective trademarks, trade names,           -------------- service marks, service names and distinct brand elements that appear from time to time in each party's properties, ventures and services worldwide and are protected under U.S. copyright law or as to which each party has established trademarks or trade dress rights and any modifications to the foregoing that may be created during the term of this Agreement.

     (d) Brand Guidelines means the guidelines, if any, for use of the Brand           ---------------- Features, which may be prescribed by each party from time to time during the term of this Agreement.

     (e) Bounty Customer shall mean any Company Internet Customer or Third           --------------- Party/Company Customer.

     (f) Company Internet Customer shall have the meaning set forth on Exhibit           -------------------------                                      ------- C attached hereto. -

     (g) Company Site shall mean the web site or sites of the Company on the           ------------ Internet, one of which is currently located at www.iship.com.                                                -------------

     (h) Company Technology shall mean the Internet-based manifest system of

Source: STAMPS.COM INC, 10-Q, 11/14/2000





          ------------------ the Company that allows users to, among other things, compare various shipping services, print shipping labels and/or track shipments using the Internet.

     (i) Confidential Information shall mean the Service Documentation, the           ------------------------ Specifications and any information disclosed by one party to the other pursuant to this Agreement that is in written, graphic, machine readable or other tangible form and is marked Confidential, Proprietary or in some other manner to indicate its confidential nature, including but not limited to information related to the respective parties' business, products, proposed new products, customers or related information. Confidential Information may also include oral information disclosed by one party to the other pursuant to this Agreement, provided that such information is designated as confidential at the time of disclosure and is reduced to writing by the disclosing party within a reasonable time (not to exceed thirty (30) days) after its oral disclosure, and such writing is marked in a manner to indicate its confidential nature and delivered to the receiving party.

     (j) eBay Customer shall have the meaning set forth on Exhibit C.           -------------                                      ---------

     (k) In-Center Customer shall have the meaning set forth on Exhibit C.           ------------------                                      ---------

     (l) Intellectual Property Rights means all rights in and to trade           ---------------------------- secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.

     (m) Link means a URL hidden behind a formatting option that may take the           ---- form of a colored item of text (such as a URL description), logo or image, and which allows a user to automatically move to or between web pages or web sites.

     (n) Listings shall mean the listing of the names, addresses, pricing and           -------- other identifying information of each MBE Center which is a party to a Subscription Agreement (as defined in Section 3(b)  [Service]).

     (o) Manifest means the exclusive MBE retail manifest system to be           -------- developed by the parties hereto in accordance with the Specifications.

                                      -2-

     (p) MBE Center shall mean each franchise of MBE operating a franchise           ---------- retail outlet within the United States which enters into a Subscription Agreement.

     (q) MBE-Generated Customer shall mean any In-Center Customer, Remote           ---------------------- Self-Service Customer or MBE Internet Customer.

     (r) MBE Internet Customer shall have the meaning set forth on Exhibit C.           ---------------------                                      ---------

     (s) MBE Sites shall mean the web sites operated by MBE on the Internet           --------- during the term of this Agreement, including but not limited to the websites currently located at www.mbe.com and www.mbeonline.com.

     (t) Remote Self-Service Customer shall have the meaning set forth on           ---------------------------- Exhibit C. ---------

     (u) Specifications shall mean the specifications for the Manifest set           -------------- forth on Exhibit D, as updated from time to time during the term of this          --------- Agreement in accordance with the terms of this Agreement.

     (v) Stations shall mean the retail manifest shipping stations within each           -------- MBE Center and the remote off-site manifest shipping stations, in each case within the United States, of any MBE Center utilizing Authorized Equipment.

     (w) Service shall mean the combination of the Company Technology and the           ------- Manifest.

     (x) Service Documentation shall mean all manuals, instructions or other           ---------------------

Source: STAMPS.COM INC, 10-Q, 11/14/2000





information provided by the Company to MBE or MBE Centers which directly relate to the functionality and operation of the Service.

     (y) Third Party/Company Customer shall have the meaning set forth on           ---------------------------- Exhibit C. ---------

     (z) Third Party/MBE Customer shall have the meaning set forth on           ------------------------ Exhibit C. ---------

     (aa) Update shall mean any and all bug fixes, error corrections, and            ------ maintenance updates of the Service.

2.   Development, Delivery and Acceptance.      ------------------------------------

     (a) Development License. Each party hereby grants to the other party a          ------------------- [***]* (except as provided in Section 18(b)  [Assignment](Assignment)), [***]* (with no  ---                                                         --- right to sublicense except as set forth below) under all of its Intellectual Property Rights to use, reproduce, modify, and create derivative works of each party's preexisting Intellectual Property Rights solely as is reasonably and actually necessary to complete the development of the Service. Each party may grant sublicenses to contractors or subcontractors it engages to work on the Service, provided

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -3-

that any such subcontractor has entered into an enforceable agreement reasonably acceptable to the other party relating to the assignment of Intellectual Property Rights.

     (b) Delivery. The Company shall use its commercially reasonable best          -------- efforts to complete the design of the Manifest and the Service in a timely and professional manner consistent with commercial software industry standards on or before August 1, 1999 and deliver the URL and the access codes or passwords necessary to use the Service to MBE and each subscribing MBE Center on or before September 1, 1999. MBE and MBE Centers shall provide any assistance reasonably requested by the Company in connection with completing such design and effecting such delivery. The parties shall cooperate to implement a beta roll-out of the Service in approximately 100 Designated Locations of MBE Centers selected by mutual agreement of the Company and MBE on or before September 1, 1999, and thereafter shall mutually agree on a plan to make the Service available to all MBE Centers by no later than October 1, 1999.

     (c) Inspection. Following the completion of the beta roll-out and testing          ---------- of the Service, MBE shall have a period of twenty (20) business days to undertake inspection and testing of the Manifest to determine conformance with applicable Specifications. The Company shall provide any assistance reasonably requested by MBE in assessing such conformance. If MBE finds that any part of the Manifest does not conform with the applicable Specifications, MBE shall, within the inspection period, notify the Company and provide a detailed written description of such nonconformance. Following confirmation by the Company of such nonconformance, the Company will alter the Manifest within a reasonable time to correct such nonconformance.

     (d) Acceptance. Upon verification by MBE that the Manifest conform with the          ---------- Specifications in all material respects, or if MBE fails to notify the Company within the twenty (20) business day inspection period, the Service shall be deemed Accepted. MBE's sole remedy for correction of problems after Acceptance shall be under the Warranties set forth in Section 11.

3.   Provision of Service.      --------------------

     (a) Scope of Agreement. Any Service Documentation provided to MBE and/or          ------------------ MBE Centers by the Company shall be subject to all terms and conditions of this Agreement. All use of and access to the Service by MBE and all MBE Centers shall also be subject to all terms and conditions of this Agreement.

     (b) Service. The Company will operate the Service at its network operating          -------

Source: STAMPS.COM INC, 10-Q, 11/14/2000





center. The Company shall bear all costs associated with the network operating center, including without limitation hardware and software, networking equipment and bandwidth charges, redundant storage and/or mirroring across multiple geographic locations, and maintenance; provided, however, that Company and MBE                                        --------  ------- shall each pay one-half of the costs and expenses associated with transmitting information and data from the servers maintained or used by the Company to the VSAT network hub, including hardware and backhaul circuits. The Company will make the Service available to MBE Centers via one or more secure Internet sites. Each MBE Center approved by MBE that wishes to participate in the Service shall enter into a Subscription Agreement with the Company in a form to be mutually agreed upon by the parties, which form

                                      -4-

shall include appropriate obligations of the MBE Centers as set forth in this Agreement (the Subscription Agreement). MBE agrees to use its commercially                 ---------------------- reasonable best efforts to facilitate the execution of a Subscription Agreement by each participating MBE Center within a reasonable amount of time after the Effective Date. The Company hereby grants the MBE Centers a [***]* under all of                                                              --- Company's Intellectual Property Rights solely to access and use the Service in accordance with the terms and conditions of this Agreement and the Subscription Agreement.

     (c) Authorized Equipment. Each MBE Center shall be responsible for          -------------------- obtaining, installing and maintaining the Authorized Equipment at its sole cost and expense. The Subscription Agreement shall provide that an MBE Center that accesses or uses the Service on any hardware or other equipment, or in conjunction with any software, that does not constitute Authorized Equipment does so as its own risk, and the Company shall not be liable for any failure of the Service on hardware or other equipment, or in conjunction with any software, that does not constitute Authorized Equipment.

     (d) Exclusivity          -----------

         (i)   The Company shall not enter into any agreement or arrangement,      including without limitation any sale, license, service agreement,      co-branding agreement, co-marketing agreement or linking agreement with any      provider of manifesting or shipping services through non-carrier retail      shipping locations; provided, however, that:

               (A) the Company may provide listings of carrier drop-boxes or      carrier-owned counter drop-off locations specific to a particular carrier      (including, without limitation, locations within retail establishments) on      the Company Site, provided that such listings do not include retail      shipping locations, including UPS authorized shipping outlets, FedEx      authorized shipping centers and other commercial mail receiving agencies;      and

               (B) the Company may enter into any such agreement or arrangement      so long as MBE is given advance written notice of such agreement or      arrangement and such agreement or arrangement prohibits the use of the      Manifest or any Company Technology to manifest or ship packages for retail      customers and provided further that Company terminates service to any such      entity that uses the Manifest or any Company Technology to serve retail      customers.

         (ii)  MBE shall not enter into any agreement or arrangement with any      provider of an online or Internet-based manifest system other than the      Company.

         (iii) The Company may, at its option, terminate the exclusivity      provisions set forth in this Section 3(d)  [Exclusivity] upon the occurrence of any of the      following events: (A) MBE

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -5-

     and all MBE Centers together fail to ship at least [***]* packages                                                          ---      manifested by the Service in any period of three (3) full months commencing      on the earlier of (x) March 1, 2000, and (y) the use of the Service to      manifest packages by at least [***]* MBE Centers (other than any such                                     ---      failure which is directly caused by an event of force majeure (as set forth      in Section 18(e)  [Force Majeure] or by the failure of the Service to operate in accordance      with the Specifications or by the Company's breach of any of its      obligations hereunder), or (B) MBE ceases to own at least [***]* shares of

Source: STAMPS.COM INC, 10-Q, 11/14/2000





                                                                ---      common stock of the Company (calculated on an as-converted basis and as      adjusted for any stock split, stock dividend, recapitalization or similar      transaction).

         (iv)  Beginning 18 months after the Effective Date, MBE may, at its      option, terminate the exclusivity provisions set forth in this Section 3(d)  [Exclusivity]      if (A) MBE and all MBE Centers together fail to ship at least [***]*                                                                     ---      packages manifested by the Service in any three (3) full month period      ending 18 months after the Effective Date and (B) such failure to meet the      volume requirements set forth above is related to the unsatisfactory      performance of the Service as evidenced by written communications from a      commercially significant number of MBE Centers.

4.   Support; Training.      -----------------

     (a) Updates and Service Revisions. The Company will make Updates to the          ----------------------------- Service in accordance with the requirements set forth in the Specifications at no charge for the entire term of this Agreement. Without limiting the foregoing, the Service shall be updated from time to time during the term of this Agreement to include accurate and current (i) Listings and (ii) pricing and service descriptions for each carrier supported by the Manifest, in each case as soon as reasonably practicable following the receipt by the Company of such Listings, pricing and service descriptions. As reasonably necessary, the Company shall update the Specifications to reflect such Updates and shall provide a copy of same to MBE at least once per calendar quarter. If the Company develops additional Intellectual Property Rights that are made available without development charge to other customers of the Company, the Company will also make such Intellectual Property Rights available to MBE without development charge.

     (b) MBE Center Support. MBE shall have the right to designate in writing up          ------------------ to five (5) second-level support personnel individuals and alternates to such individuals as contact persons (the Contact Persons) (although the parties may                                      --------------- mutually agree to increase such number of Contact Persons to ensure adequate support exists for the MBE Centers) Such Contact Persons shall interface with the MBE Centers with respect to matters relating to the Service and may transmit request assistance and descriptions of problems encountered with the Service to the Company via electronic mail, fax, or overnight mail. The Company will provide telephone support to the Contact Persons at a level and in such a manner as the parties mutually agree to be adequate. The Company shall use reasonable efforts to provide the Contact Persons with answers and solutions to problems encountered by MBE or the MBE Center in the course of MBE's or MBE Centers' normal and proper use of the Service in accordance with the terms and

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -6-

conditions of this Agreement. Only the Contact Persons may contact the Company in connection with matters relating to technical support, and the Company shall have no obligation to answer questions or assist MBE or MBE Centers' personnel other than the Contact Persons. The Company shall provide a reasonable amount of training and training materials to the Contact Persons to provide the Contact Persons with information concerning the Service and to assist the Contact Persons in providing support to the MBE Centers and other personnel of MBE. MBE shall take reasonable steps to ensure that MBE Centers and personnel of MBE other than the Contact Persons do not contact the Company directly with respect to issues relating to support of the Service. The Company shall take reasonable steps to provide adequate industry standard support of all Internet users of the Company Site and other sites using the Company Technology. MBE and MBE Centers may refer all support questions relating directly to the Company Site or the Company Technology to the Company in accordance with the foregoing.

5.   Records; Audits.      ---------------

     The Company shall maintain complete and accurate records of the number of packages shipped by the MBE Centers using the Service and all payments due or accrued to the Company by MBE Centers hereunder. MBE shall, at any time during the term of this Agreement, be entitled to audit all such records upon ten (10) days written notice to the Company, in order to confirm the accuracy of such records and conformance with the terms and conditions of this Agreement; provided, however, that no more than one (1) such audit may be conducted in any --------  ------- ninety (90)-day period. Any such audit shall be performed at MBE's expense during the Company's normal business hours; provided, however, that in the event                                             --------  ------- that such audit reveals any non-compliance with any term of this Agreement by the Company, the Company shall bear the cost of such audit.

Source: STAMPS.COM INC, 10-Q, 11/14/2000





6.   Additional Development.      ----------------------

     (a) Request for Proposal. From time to time, MBE may request additional          -------------------- custom software or other custom development to be provided by the Company under this Agreement. If MBE has a requirement for a specific enhancement or modification of the Service, MBE will identify to the Company in writing a summary of such requirement (the Request for Proposal). Such Request for                                   -------------------- Proposal will provide a description sufficient to enable the Company to determine the general demand for and its plans, if any, to develop the same or similar enhancements or modifications.

     (b) Terms and Conditions. If the Company decides that it has the technical          -------------------- ability to fulfill the Request for Proposal, then the Company will respond to MBE within forty-five (45) days of receiving the Request for Proposal, stating the terms and conditions upon which the Company would be able to undertake such development, including, but not limited to, changes to the Specifications, custom development charges, and a proposed delivery schedule.

     (c) Development and Billing Rates. The Company shall perform such          ----------------------------- development in accordance with the highest professional standards. The cost of such development shall be the Company's standard billing rates then in effect (in addition to reimbursement of any expenses, in accordance with the Company's standard practices), which shall be paid by MBE within thirty (30) days of receipt of an invoice therfor. No additional fees or bounties shall be owed or

                                      -7-

payable in connection with such development, unless such development results in a revenue-generating feature or functionality of the Service which is outside of the scope of the Specifications, in which case the parties shall negotiate in good faith to mutually agree upon a reasonable fee mechanism therefor and/or reimbursement of development expenses. Upon completion of such additional development, the Company shall update the Specifications to reflect such additional development and shall provide a copy of same to MBE.

     (d) Credit. MBE shall receive a credit applicable to such billing rates          ------ (but not to reimbursement of expenses) for any development performed by the Company under this Section 6 equal to [***]* of the total fees paid by MBE and                                        --- all MBE Centers, which credit shall be reflected on a monthly statement by the Company to MBE. Any such credit must be used within twelve (12) months of receipt of payment by the Company.

7.   Ownership.      ---------

     (a) General. The Company will have full and exclusive right, title and          ------- ownership interest in and to the Service and the Specifications and the Intellectual Property Rights therein. The Company is, and shall be, the sole owner of all inventions, discoveries and/or enhancements relating to the Service and the Specifications, including all copies, translations, compilations, partial copies, derivative works and updated works, whether partial or complete and whether or not merged into other program materials and whether in written or unwritten form. Except as authorized by this Agreement (including MBE's right to use the Specifications as set forth in Section 15(d)(iv)  [Effect of Termination]) or as otherwise agreed in writing, MBE and MBE Centers may not, directly, or through any person or entity, in any form or manner, copy, distribute, reproduce, incorporate, use or allow access to the Service or the Specifications, or modify, prepare derivative works of, decompile, reverse engineer, disassemble or otherwise attempt to derive source code or object code from the Service or the Specifications.

     (b) Proprietary Notices. MBE will ensure that all copies of Service          ------------------- Documentation made in accordance with this Agreement will incorporate copyright and other proprietary notices in the same manner that the Company incorporates such notices in the Service or in any manner reasonably requested by the Company, and MBE agree not to delete or modify any such notices incorporated in the Service Documentation in any respect. MBE will also permit the Company to enter any of MBE's premises during regular business hours to inspect the use of the Service in any reasonable manner. The Subscription Agreement shall provide that MBE Centers will comply with the terms of this Section 7(b)  [Proprietary Notices].

     (c) List of Trademarks. Each party (the Granting Party) hereby grants the          ------------------                   -------------- other party (the Using Party) a limited license to use its Brand Features in                   ----------- connection with the marketing, distribution, provision of access to, and support of the Service. The Using Party agrees that such Brand Features are the exclusive property of the Granting Party and that all usage of such marks and any goodwill established by the use of such marks shall inure to the benefit of

Source: STAMPS.COM INC, 10-Q, 11/14/2000





the Granting Party and that this Agreement does not confer any goodwill or other

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -8-

interests in such marks on the Using Party The Using Party will comply with the Granting Party's Brand Guidelines. The Using Party shall provide to the Granting Party examples of any use of the Brand Features of the Granting Party prior to use. The Using Party shall modify or discontinue such use if requested by the Granting Party. Neither party shall adopt or attempt to register any trademark, trade name, or service mark which is confusingly similar to the other party's Brand Features such as Ship Mailboxes (and the like).

     (d) Customer Information. The Company and MBE shall jointly own (without          -------------------- duty to account) all customer lists and related customer data gathered through the use of the Service by customers of MBE and MBE Centers (Customer Data).                                                              ------------- During the term of this Agreement, neither party shall provide any Customer Data to any third party (other than MBE Centers or an affiliate of MBE or the Company) without the prior written consent of the other party The Company shall initially provide the Customer Data to MBE in acceptable electronic format as soon as practicable following the reasonable request of MBE, and, once MBE (at its sole cost and expense) has implemented an appropriate means to warehouse the Customer Data, the parties shall take reasonable steps to transfer all existing Customer Data to MBE and implement a system whereby the Customer Data is automatically downloaded and provided to MBE on a periodic basis. The Company agrees to retain the Customer Data in accordance with the Company's own data retention policies, and in any case for no less than 13 months from the creation of such Customer Data. The Company, MBE, affiliates of the Company and MBE, and the MBE Centers may each use the Customer Data for marketing and other purposes in accordance with a mutually agreed upon privacy policy and in accordance with any mutually agreed upon privacy policy displayed to customers in connection with the Service. Notwithstanding the foregoing, the Company agrees not to use any Customer Data to solicit any MBE-Generated Customers with respect to any services offered by the Company; provided, however, that the Company may use Customer Data to solicit such customers who have a shipping account with a carrier or with respect to services not offered by MBE and the MBE Centers. Notwithstanding the foregoing, MBE agrees not to use any Customer Data in any manner which would reasonably be expected to eliminate any Bounty Package payment to the Company hereunder.

     (e) Reserved Rights. Without limitation of the foregoing, each party          --------------- reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein.

     (f) Notices. Each party agrees to display mutually agreeable trademark and          ------- copyright notices or legends of the other party when using such other party's Brand Features. Each party shall in advance submit to the other party the proposed placement of such notices or legends (including, without limitation, the place and manner of incorporation into electronic media or transmissions), and such other party shall have the right, acting reasonably, to approve the same.

8.   Payments; Taxes.      ---------------

     (a) Basic Fee. In consideration for the Service provided hereunder, for          --------- each package shipped utilizing the Service (other than a package which is shipped first class by the U.S. Postal

                                      -9-

Service), the Company shall be entitled to receive the amount of [***]* (the                                                                   --- Basic Fee). MBE agrees to use its commercially reasonable efforts to execute  --------- agreements, or to facilitate the execution of agreements among the appropriate parties, so that such Basic Fee is paid to the Company directly from the carrier which ships such package no later than fifteen (15) days following the end of the month in which such package was shipped. If MBE is unable, despite its commercially reasonable efforts, to facilitate the execution of such an agreement with one or more carriers, the Basic Fee shall be paid by each MBE Center directly pursuant to the terms of the Subscription Agreement.

     (b) Bounty Fee. In further consideration for the Service and the other          ---------- obligations of the Company hereunder, for each package shipped by or through an MBE Center by a Bounty Customer who pays the shipping rates charged by such MBE

Source: STAMPS.COM INC, 10-Q, 11/14/2000





Center, (Bounty Package), the Company shall be entitled to receive the           -------------- following amounts (the Bounty Fee) from each such MBE Center, for Bounty                         ---------- Packages shipped during each calendar month:

         (i)   in the event that less than [***]* Bounty Packages shall have                                             --- been shipped by the MBE Centers during the twelve (12) full months prior to the shipping of such Bounty Package (or, if such information is not yet available for the month prior to the month in which such Bounty Package is shipped, the most recent twelve (12) full months for which such information is available) (the Measurement Period), the amount of [***]* per Bounty Package shipped via       ------------------                   --- air transportation and the amount of [***]* per Bounty Package shipped via                                       --- ground transportation;

         (ii)  in the event that at least [***]* but less than [***]* Bounty                                            ---                  --- Packages have been shipped by the MBE Centers during the Measurement Period, the amount of [***]* per Bounty Package shipped via air transportation and the            --- amount of [***]* per Bounty Package shipped via ground transportation;            ---

         (iii) in the event that at least [***]* but less than [***]* Bounty                                            ---                  --- Packages shall have been shipped by the MBE Centers during the Measurement Period, the amount of [***]* per Bounty Package shipped via air transportation                        --- and the amount of [***]* per Bounty Package shipped via ground transportation;                    --- and

         (iv)  in the event that at least [***]* Bounty Packages shall have been                                            --- shipped by the MBE Centers during the Measurement Period, the amount of [***]*                                                                          --- per Bounty Package shipped via air transportation and the amount of [***]* per                                                                      --- Bounty Package shipped via ground transportation.

     (c) eBay Fee. In further consideration for the Service and the other          -------- obligations of the Company hereunder, for each package shipped by or through an MBE Center by an eBay Customer (eBay Package), the Company shall be entitled                                  ------------ to receive the following amounts from such MBE Center for eBay Packages shipped during each calendar month, in each case

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -10-

after deduction of the lesser of (x) [***]* and (y) the amount paid or to be                                       --- paid by such eBay Customer directly to the Company with respect to the shipment of such package (the eBay Fee):                       --------

         (i)   in the event that at least [***]* but less than [***]* eBay                                            ---                  --- Packages have been shipped by MBE and the MBE Centers during the Measurement Period, the amount of [***]* per eBay Package shipped via air transportation and                        --- the amount of [***]* per eBay Package shipped via ground transportation;                ---

         (ii)  in the event that at least [***]* but less than [***]* eBay                                            ---                  --- Packages shall have been shipped by the MBE Centers during the Measurement Period, the amount of [***]* per eBay Package shipped via air transportation and                        --- the amount of [***]* per eBay Package shipped via ground transportation; and                ---

         (iii) in the event that at least [***]* eBay Packages shall have been                                            --- shipped by the MBE Centers during the Measurement Period, the amount of [***]*                                                                          --- per eBay Package shipped via air transportation and the amount of [***]* per                                                                    --- eBay Package shipped via ground transportation.

Source: STAMPS.COM INC, 10-Q, 11/14/2000





     (d) Payment Cycle. The Company shall bill and collect all amounts due to          ------------- the MBE Centers for Bounty Packages and eBay Packages from each Bounty Customer or eBay Customer, as the case may be, by processing credit card transactions over the Internet. The Company shall pay such amounts, less the relevant Bounty Fee or eBay Fee then in effect, to MBE on the next business day or as soon as reasonably practicable (but in any event within one week) following the shipment date of each package, and MBE agrees to distribute such amounts to the MBE Centers. At the Company's option, Bounty Customers or eBay Customers may also be entitled to pay directly for the shipment of such Bounty Package or eBay Package at MBE Centers, and the Company shall be entitled to deduct the relevant Bounty Fee or eBay Fee then in effect from any payments due to such MBE Center for shipment of Bounty Packages, eBay Packages or otherwise.

     (e) Right of Offset. In the event of any default in payment by an MBE          --------------- Center under this Section 8 which continues uncured for a period of thirty (30) days, in addition to any rights or remedies which the Company may have at law or equity or pursuant to this Agreement, the Company shall have the right (but not the obligation) to (i) terminate providing the Service to such MBE Center and (ii) offset any amounts owed to the Company by such MBE Center from any payments owed to such MBE Center by the Company.

     (f) Taxes. MBE shall pay or reimburse the Company for all taxes, duties and          ----- assessments imposed on MBE or the Company in connection with the license or use of the Service by MBE under this Agreement, including without limitation all sales, use, excise and other taxes and duties, excluding only taxes based upon the Company's net income. MBE shall

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -11-

hold the Company harmless from all claims and liability arising from MBE's failure to report or pay any such taxes, duties and assessments.

     (g) [***]*           ---

     (h) Independent MBE Centers. Notwithstanding any other provision of this          ----------------------- Agreement, Company acknowledges and agrees that each participating MBE Center is an independently owned and operated franchise and that MBE is not responsible for any debts or acts or omissions of its franchisees. Each use by an MBE Center of the Service shall be pursuant to the terms and conditions of a Subscription Agreement and each participating MBE Center shall be responsible for paying to Company any charges incurred. Company further acknowledges that each participating MBE Center may choose to make the Service (or some portion thereof) available to customers of MBE Centers.

9.   Co-Marketing Obligations.      ------------------------

     (a) Listings. MBE shall supply and regularly update the Listings, and the          -------- Company shall include the Listings in the Company Site and shall use commercially reasonable best efforts to include such Listings on other third party web sites utilizing the Company Technology.

     (b) Mutual Links. During the term of this Agreement, each party will ensure          ------------ that the relevant pages in each party's website will include Links to the other party's site(s). Without limiting the foregoing, and within the first three (3) months following the Effective Date, the Company shall assist MBE at no additional charge in developing a series of Links between the MBE Site and the Company Site. The purpose of such Links shall be to allow MBE Internet Customers to access certain agreed-upon features provided by the Company Site. At a minimum, such functionality shall be equivalent to that provided by the Company Site to public Internet users. As mutually agreed upon by the parties, the parties may place advertising banners promoting their products and services on appropriate pages of the other party's website.

     (c) Marketing and Public Relations. So long as such activities are in          ------------------------------ compliance with MBE Brand Guidelines then in effect (i) the Company shall display the logo of MBE on the Company Site and identify MBE as the exclusive retail shipping partner of the Company, (ii) to the extent reasonably practicable, the Company shall include the logo of MBE on every carrier or shipping label generated pursuant to this Agreement and (iii) the parties agree to use reasonable efforts to cooperate to develop a co-branded Company/MBE logo to display on Internet-generated shipping labels generated pursuant to this Agreement.

Source: STAMPS.COM INC, 10-Q, 11/14/2000





10.  Confidential Information.      ------------------------

     (a) Limited Access. MBE and MBE Centers agree not to provide or otherwise          -------------- make available any Service Documentation or other Confidential Information of the Company to any person other than employees, consultants, contractors or agents of MBE and MBE Centers with a

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -12-

need to use such Service Documentation or Confidential Information in accordance with the terms of this Agreement.

     (b) Confidentiality. Each party shall treat as confidential all          --------------- Confidential Information of the other party, shall not use such Confidential Information except as set forth in this Agreement, and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information.

     (c) Exceptions. Each party agrees not to disclose or otherwise make such          ---------- Confidential Information available to third parties without the other party's prior written consent except to the extent that the Confidential Information (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of such party, (ii) was known to such party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure, (iii) is disclosed with the prior written approval of the other party, (iv) was independently developed by such party without any use of Confidential Information, (v) became known to such party, without restriction, from a source other than the other party without breach of this Agreement by such party and otherwise not in violation of the other party's rights, (vi) is required to be disclosed under securities laws or (vii) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that such party shall use                                     --------  ------- all reasonable efforts to provide prompt, written, and sufficient advance notice thereof to the other party to enable the other party to seek a protective order or otherwise prevent or restrict such disclosure. Each party agrees that to take appropriate action by instruction, agreement, or otherwise with its employees, agents and representatives to satisfy such party's obligations under this Agreement with respect to use, copying, modification, protection and security of Confidential Information.

     (d) Return of Confidential Information. Upon expiration or termination of          ---------------------------------- this Agreement, each party shall return all Confidential Information received from the other party.

     (e) Confidentiality of Agreement. Each party shall be entitled to disclose          ---------------------------- the existence of this Agreement, but agrees that the terms and conditions of this Agreement shall be treated as Confidential Information and shall not be disclosed to any third party; provided, however, that each party may disclose                               --------  ------- the terms and conditions of this Agreement; (i) as required by any court or other governmental body; (ii) as otherwise required by law, (iii) to legal counsel of the parties; (iv) in confidence, to accountants, banks, and financing sources and their advisors; (v) in connection with the enforcement of this Agreement or rights under this Agreement; or (vi) in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction.

11.  Representations, Warranties and Covenants.      -----------------------------------------

     (a) Warranty. Company represents and warrants that during the term of this          -------- Agreement the Service shall confirm to its specifications and the Specifications in all material

                                      -13-

respects, provided that the Service is properly used in accordance with the terms of this Agreement and the Subscription Agreement, and shall not contain a higher number of, or more serious errors, than would be expected by a reasonable

Source: STAMPS.COM INC, 10-Q, 11/14/2000





commercial user of a service similar to the Service.

     (b) Outages. After Acceptance and during the term of this Agreement,          ------- Company will use its best efforts to make the Service available to the MBE Centers from 4 a.m. to 9 p.m. PST every day. Scheduled maintenance which may result in an interruption to the Service shall be performed outside of these hours. Each party shall provide the other party with reasonable and prompt notification of all known failures of the Service to be operational during these hours (Outages). The Company shall make qualified personnel available to MBE personnel by telephone, e-mail or pager (response within twenty (20) minutes) for the reporting of Outages at no additional charge. Company will then use its best efforts to resolve the Outage as soon as possible. Within six months of the Effective Date, the Company and MBE will jointly develop a disaster recovery plan outlining plans to respond to Outages.

     (c) No Conflicts. The Company is not currently subject and throughout the          ------------ term will not be subject to any obligations or disabilities that will or might prevent or interfere with fully keeping and performing all of the agreements, covenants and conditions to be kept or performed hereunder, and the Company has not made nor will make any agreement, commitment, grant or assignment, and will not do, or omit to do, any act or thing that could or might interfere or impair the complete enjoyment of the rights granted and the Services to be provided hereunder.

     (d) Originality. The Company represents and warrants that it currently has          ----------- and throughout the term will have full title to and ownership of (or licenses to) the Service and all Intellectual Property Rights embodied in or used in connection therewith, free and clear of liens, claims and encumbrances, and that it has full power and authority to grant the rights provided herein.

     (e) Year 2000. Company represents, warrants and covenants that the Service          --------- includes design, performance and functionality such that the Service will not generate any invalid and/or incorrect date-related results when used during any year prior to, during or after the calendar year 2000.

     (f) Remedies. The Company's sole and exclusive liability and MBE's sole and          -------- exclusive remedy for breach of the representations and warranties set forth in this Section 11 shall be, at the Company's election, to either (i) use its best efforts to make the Service perform in accordance with the Specifications in all material respects as soon as reasonably practicable, or (ii) return the Fees paid by MBE and MBE Centers for the Service in which case MBE would have the right to either terminate the entire Agreement or the portions of the Agreement affected by breach of the representation and warranties. In the event that the Company elects (i) of this sub-section in accordance with the terms and conditions set forth herein and is unable to make the Service perform in accordance with the Specifications in all material respects within twenty one (21) days after such election, MBE may then elect to continue to proceed under (i) or MBE may elect to proceed under (ii) of this sub-section.

                                      -14-

     (g) Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, NEITHER          ---------- PARTY MAKES ANY PROMISES, REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SYSTEM OR THE MANIFEST, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

12.  Indemnity for Patent or Copyright Infringement.      ----------------------------------------------

     (a) Indemnity. The Company will defend, at its expense, any action brought          --------- against MBE and its directors, officers, employees, agents, affiliates, successors, assigns or franchisees (Indemnitees) based upon a claim that the Service used properly in accordance with the terms of this Agreement and the Subscription Agreement infringes a U.S. patent or copyright or misappropriates a trade secret under U.S. law (a Claim). The Company further agrees to pay all damages and costs (including reasonable attorneys' fee and expert witness fees) incurred by any Indemnitee in connection with such Claim. The Company shall have sole control of any such action or settlement negotiations. Without the consent of MBE, which shall not be unreasonably withheld, the Company shall not settle any such Claim in a manner that (i) imposes damages or costs on any Indemnitee not covered by the Company hereunder or (b) imposes any injunctive or other non-monetary relief on any Indemnitee. MBE shall notify the Company promptly in writing of each such Claim and gives the Company all authority, information and assistance, at the Company's expense, reasonably necessary to settle or defend such claim.

     (b) Remedy Options. If the Service becomes, or in the opinion of the

Source: STAMPS.COM INC, 10-Q, 11/14/2000





         -------------- Company may become, the subject of a claim of infringement of any U.S. patent or copyright, the Company shall notify MBE, and the Company may, at its option: (i) procure for MBE and MBE Centers the right to use the Service free of any liability or (ii) replace or modify the Service to make it non-infringing.

     (c) Sole and Exclusive Liability. THIS SECTION 12 SETS FORTH THE SOLE AND          ---------------------------- EXCLUSIVE LIABILITY OF THE COMPANY FOR INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.

     (d) Exclusions from Indemnification. The Company assumes no liability, and          ------------------------------- shall have no obligation to defend or pay any amounts to any Indemnitee hereunder for (i) any method or process in which the Service may be used by MBE or any MBE Center which is not set forth in the Specifications, (ii) any improper use of the Service by an Indemnitee or (iii) the combination, operation or use of the Service with non-Company software or data, if such infringement could have been avoided but for the combination, operation or use of the Service with such programs or data.

13.  Indemnification.      ---------------

     (a) Indemnification by the Company. The Company, at its own expense, will          ------------------------------ indemnify, defend and hold harmless MBE, and its employees, franchisees, representatives and

                                      -15-

agents, against any claim, suit, action, or other proceeding brought against MBE or such party, to the extent that such claim, suit, action or other proceeding is based on or arises from.

         (i)   any misrepresentation or breach or representation or warranty of the Company contained herein; or

         (ii)  any breach of any covenant or agreement to be performed by the Company hereunder.

     The Company will pay all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by MBE in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.

     (b) Indemnification by MBE. MBE, at its own expense, will indemnify, defend          ---------------------- and hold harmless the Company, and its employees, representatives and agents, against any claim, suit, action, or other proceeding brought against the Company or such party, to the extent that such claim, suit, action or other proceeding is based on or arises from:

         (i)   any misrepresentation or breach of representation or warranty of MBE contained herein; or

         (ii)  any breach of any covenant or agreement to be performed by MBE hereunder.

     MBE will pay all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Company in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.

     (c) Procedures. Each party's obligation to indemnify the other hereunder          ---------- shall be conditioned upon (i) the indemnified party providing the indemnifying party with prompt notice of any claim that could lead to a claim for indemnification, (ii) the indemnified party permitting the indemnifying party to assume and control the defense of such action, with counsel chosen by the indemnifying party (who shall be reasonably acceptable to the indemnified party) and (iii) the indemnified party not entering into any settlement or compromise of any such claim without the indemnifying party's prior written consent, which shall not be unreasonably withheld or delayed.

                                      -16-

14.  Limitation of Liability. Notwithstanding anything to the contrary in      ----------------------- this Agreement, in no event shall either party's liability under any provision of this Agreement or otherwise arising out of or related to this Agreement (other than payments due or accrued under Section 8, exceed the amounts paid by MBE and the MBE Centers to the Company pursuant to this Agreement. The parties further agree that NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CLAIM OR DEMAND AGAINST A PARTY BY ANY OTHER PARTY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR

Source: STAMPS.COM INC, 10-Q, 11/14/2000





CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND UNDER ANY CAUSE OF ACTION, INCLUDING NEGLIGENCE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

15.  Term and Termination.      --------------------

     (a) Term and Renewal Option. The initial term of this Agreement shall          ----------------------- commence on the Effective Date and end on the fifth anniversary of the Effective Date. MBE shall have the right to elect by written notice to the Company at any time between two (2) and six (6) months prior to the end of such initial term or any subsequent Renewal Period (as defined below), to notify the Company that MBE elects to seek to extend such term for additional two (2)-year periods (each a Renewal Period) In the event of such election, MBE and the Company shall have  -------------- a period of sixty (60) days in which to negotiate commercially reasonable Basic Fees, Bounty Fees and eBay Fees (and other applicable fees) (Fee Schedule)                                                               ------------ under which the Company would be willing to renew this Agreement for such Renewal Period. If the parties are unable to reach agreement during such sixty (60) day period, either party may request that the Fee Schedule be submitted to arbitration pursuant to Section 18(m)  [Arbitration]. If MBE notifies the Company of its intent to so renew prior to the end of such initial term or such Renewal Period, the term of this Agreement shall automatically be extended for the Renewal Period and, other than the Fee Schedule, all of the terms and conditions of this Agreement shall remain in full force and effect.

     (b) Termination.          -----------

         (i)   Either party may, at its option, terminate this Agreement upon notice to the other party if (A) the other party materially fails to comply with any of the material terms and conditions of this Agreement and (B) if such default has not been cured within thirty (30) days (forty five (45) days if required by the nature of the breach) after written notice to the other party or, if such breach is not curable within thirty (30) days (forty five (45) days if required by the nature of the breach), reasonable efforts and progress are not being made to cure such breach.

         (ii)  This Agreement shall terminate, without notice, (A) upon the institution by or against either party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of such party's debts, (B) upon either party's making an assignment for the benefit of creditors, or (C) upon either party's dissolution or ceasing to do business.

                                      -17-

     (c) Termination Period.          ------------------

         (i)   If this Agreement is terminated or expires in accordance with this Section 15 (other than termination by the Company in the event of an uncured material breach by MBE), then MBE shall have a period of up to twenty-four (24) months from and after the date of such termination, to make arrangements with respect to the conversion of the Service to a non-Company manifest system (the Termination Period). The date when the Service shall have                       ------------------ been converted to a non-Company manifest system shall hereinafter be referred to as the Termination Completion Date and shall be the effective date of          -------------------------- termination of this Agreement, in such event. During the Termination Period each party will continue to perform its obligations hereunder, and MBE and MBE Centers will continue to pay any applicable fees and payments hereunder to the Company. MBE shall keep the Company informed as reasonably necessary with respect to such conversion. MBE also shall give the Company written notice of the estimated Termination Completion Date promptly after a reasonably definitive projected Termination Completion Date is known by MBE, and shall give written notice to the Company promptly after any change in such estimated Termination Completion Date.

         (ii)  During the Termination Period, the Company will give reasonable cooperation and support to MBE to assure an orderly and efficient transition and, without limiting the generality of the foregoing, at MBE's expense, the Company shall be obligated to provide MBE with data reasonably necessary for MBE to convert or implement the non-Company systems, procedures and practices.

     (d) Effect of Termination.          ----------------------

         (i)   Sections 1, 7, 10, 13, 14, 15, 16 and 18, as well as any payments accrued prior to termination of this Agreement, shall survive any termination or expiration of this Agreement.

         (ii)  Within thirty (30) days after the Termination Completion Date,

Source: STAMPS.COM INC, 10-Q, 11/14/2000





each party shall, at its own expense, destroy or return to the Company and make no further use of, any property, materials or other items of the other party and shall certify, in writing that it has done so

         (iii) Nothing contained herein shall limit any other remedies that either party may have for the default of the other party under this Agreement nor relieve either party of any of their obligations incurred prior to termination of this Agreement.

         (iv)  During the Termination Period and thereafter, and notwithstanding any other provision of this Agreement, MBE will be free to use its own personnel, and/or engage or contract with any third party to use the Specifications to design, develop and market an Internet-based manifest system similar to the Manifest (including products that contain functionality similar to the Service and which have a look and feel similar or identical to the Manifest), in each case solely for the benefit of MBE and the MBE Centers and international franchisees or licensees of MBE. MBE shall not use the object code or source code of the Manifest in the course of such development. Subject to MBE's compliance with the provisions of this subsection (iv), the Company shall not

                                      -18-

assert any claim against MBE under the Company's Intellectual Property Rights in the Specifications or the Manifest in connection with such development, other than for use of the Company's trademarks, trade names, service marks and service names. Neither party shall have the right to retain or use the specific software implementation of the Manifest developed by the parties hereunder; provided, however, that the Company may retain one (1) copy of the software implementation of the Manifest solely for archival and evidentiary purposes.

16.  Publicity. Upon execution of this Agreement, the parties will jointly      --------- prepare a mutually acceptable description of their business relationship as contemplated by this Agreement which may be used by either party in press releases and other marketing materials from time to time during the term of this Agreement. Additional press releases or publicity materials shall be approved by each party in writing prior to release.

17.  Warrant. On the Effective Date, the Company shall issue the Warrant to      ------- MBE, upon the terms and subject to the conditions set forth therein.

18.  Miscellaneous.      -------------

     (a) Amendments and Waivers. Any term of this Agreement may be amended or          ---------------------- waived only with the written consent of the parties or their respective successors and assigns. Any amendment or waiver effected in accordance with this Section 18(a)  [Amendments and Waivers] shall be binding upon the parties and their respective successors and assigns.

     (b) Assignment. Each party shall have the right to assign its rights,          ---------- obligations and privileges hereunder to an assignee in connection with any merger, acquisition or sale of all or substantially all of the business to which this Agreement relates. Each MBE Center shall have the right to assign its rights and obligations and privileges under a Subscription Agreement in connection with any merger, acquisition or sale of all or substantially all of such MBE Center's assets. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

     (c) Entire Agreement. This Agreement is the product of both of the parties          ---------------- hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled.

     (d) Independent Contractor. Neither party shall, for any purpose, be deemed          ---------------------- to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

                                      -19-

Source: STAMPS.COM INC, 10-Q, 11/14/2000





     (e) Force Majeure. In the event that either party is prevented from          ------------- performing or is unable to perform any of its obligations under this Agreement (other than a payment obligation) due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the party invoking this section, and if such party shall have used its best efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences. If a force majeure event causes the Company to allocate limited resources among all of its customers, [***]*.                                                                        --- The Company shall resume operation of the Service as soon as reasonably practicable upon conclusion of any force majeure event. Notwithstanding the foregoing, if such party is not able to perform within sixty (60) days after the event giving rise to the excuse of force majeure, the other party may terminate the Agreement.

     (f) Governing Law. This Agreement and all acts and transactions pursuant          ------------- hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.

     (g) Severability. If one or more provisions of this Agreement are held to          ------------ be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

     (h) Waiver. The waiver of any particular breach or default or any delay in          ------ exercising any rights shall not constitute a waiver of any subsequent breach or default.

     (i) Notices. Any notice required or permitted by this Agreement shall be in          ------- writing and shall be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service or confirmed facsimile, or forty-eight (48) hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the party to be notified at such party's address or facsimile number as set forth below, or as subsequently modified by written notice.

----------      *  Confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                      -20-

     If to the Company:                       iShip.com, Inc.                                               2515 - 140th Ave. NE                                               Suite E-110                                               Attn: President                                               Bellevue, WA 98005                                               Facsimile Number: 425/602-5025

     With a Copy To:                          Craig E. Sherman                                               Venture Law Group                                               4750 Carillon Point                                               Kirkland, WA 98033                                               Facsimile Number: 425/739-8750

     If to MBE:                               Mail Boxes Etc. USA, Inc.                                               6060 Cornerstone Court West                                               San Diego, CA 92121                                               Attn: Thomas K. Herskowitz                                               Facsimile Number: 619/546-7499

     (j) Headings. The headings of the several sections of this Agreement are          -------- intended for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

     (k) Counterparts. This Agreement may be executed in counterparts, each of          ------------ which shall be deemed an original and all of which together shall constitute one instrument.

     (l) Advice of Legal Counsel. Each party acknowledges and represents that,

Source: STAMPS.COM INC, 10-Q, 11/14/2000





         ----------------------- in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.

     (m) Arbitration.          -----------

               (i)   Every claim or dispute arising out of or relating to the          negotiation, performance or non-performance of this Agreement shall be          determined by arbitration in accordance with the Commercial Arbitration          Rules of the American Arbitration Association (AAA), or as otherwise          agreed by the parties. The place of arbitration shall be San Diego,          California.

               (ii)  In the event of any such claim or dispute, the parties          shall first attempt to resolve the matter through good faith, informal          negotiations, including non-binding mediation. In the event that the          parties are unable to resolve the dispute, either party hereto may          demand arbitration by written notice to the other party and to the AAA          in San Diego. The parties shall mutually agree on one arbitrator. If          the parties cannot so agree, the single arbitrator shall be selected by          the AAA. The costs of arbitration are to be shared equally by the          parties. Each party shall be responsible for its own costs and          attorneys' fees.

                                      -21-

               (iii) The arbitrator shall not have any power to alter, modify          or change any of the terms of this Agreement or to grant any remedy          which is either inconsistent with or prohibited by the terms of this          Agreement, or not available in a court of law. The arbitrator shall not          have the authority to commit errors of law or errors of legal          reasoning. In addition, the arbitrator shall have no power or authority          to award punitive, consequential or incidental damages.

               (iv)  The arbitrator shall, within thirty (30) days after the          matter has finally been submitted to him or her, render a written          decision making specific findings of fact and setting forth the reasons          for the decision which shall be consistent with the terms of this          Agreement. The parties intend that this agreement to arbitrate be          valid, binding, enforceable, and irrevocable. The terms of this Section          shall survive the termination or expiration of this Agreement.          Judgement on any award of the arbitrator shall be binding and may be          entered in any court having jurisdiction thereof.

                            [Signature page follows]

                                      -22-

         The parties have executed this Agreement as of the date first set forth above.

                                               COMPANY:                                         LICENSEE:

ISHIP.COM, INC.                                  MAILBOXES ETC. USA, INC.

/s/ Stephen M. Teglovic                          /s/ Charles Lynn Lowder ---------------------------------------          ---------------------------------------- (Signature)                                      (Signature)

Stephen M. Teglovic                              Charles Lynn Lowder ---------------------------------------          ---------------------------------------- (Print Name)                                     (Print Name)

CEO/Pres                                         Executive Vice President/General Counsel ---------------------------------------          ---------------------------------------- (Title)                                          (Title)

                   SIGNATURE PAGE TO MANIFEST SYSTEM LICENSE                            AND CO-BRANDING AGREEMENT

                                    EXHIBIT A

                                 FORM OF WARRANT

                                    EXHIBIT B

Source: STAMPS.COM INC, 10-Q, 11/14/2000





AUTHORIZED EQUIPMENT: ---------------------

     A PC reasonably adequate to access and use the Service for manifesting and shipping packages, with the following minimum specifications:

     .    a reasonably adequate scale and a label printer      .    An internet/network connection of at least 256k bits/sec      .    Processor: P5-233      .    Ports: 2 Com ports, 1 Parallel port      .    RM: 64 Megs      .    HDD: 1.2 GB      .    Video. 4 MB      .    OS: Win 98/OSR2      .    Browser: IE 5 SP1

                                    EXHIBIT C                                POTENTIAL CUSTOMERS

=======================================================================================================================                             TYPE                             DEFINITION ----------------------------------------------------------------------------------------------------------------------                                                                                        I                               A customer  physically present in the retail store-front                                                              or  remote  off-site  locations  of  MBE  Centers  for a                      In-Center Customer                      transaction in  which they do not  utilize an LMS or                                                              MBEX (as such terms are defined below). ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  utilizing  a  self-service  lobby  manifest                             II                               system  in  a  MBE  Center  (LMS)  or  a  self-service                                                                                            ---                Remote Self-Service Customer                  MBE-branded   remote  manifest  system  (MBEX)  for  a                                                                                                        ----                                                              transaction. ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  shipping  a  PLD-compliant  and  ramp-ready                          III A                               package* through a MBE Center that is manifested                   MBE Internet Customer                      through the MBE Sites. ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  shipping  a  PLD-compliant  and  ramp-ready                          III B                               package through a MBE Center, which package is               Company Internet Customer                      manifested through the Company site. ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  shipping  a  PLD-compliant  and  ramp-ready                                                              package   through  a  MBE  Center,   which   package  is                          III C (1)                           manifested  through  the  Internet  web  site of a third                  Third Party/MBE Customer                    party that is con-branded or otherwise  affiliated  with                                                              MBE. ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  shipping  a  PLD-compliant  and  ramp-ready                                                              package   through  a  MBE  Center,   which   package  is                          III C (2)                           manifested  through  the  Internet  web  site of a third                Third Party/Company Customer                  party that is  co-branded or otherwise  affiliated  with                                                              the Company or the Service. ----------------------------------------------------------------------------------------------------------------------                                                              A  customer  shipping  a  PLD-compliant  and  ramp-ready                                                              package   through  a  MBE  Center,   which   package  is                          III C (3)                           manifested  through an  Internet  web site  operated  by                        eBay Customer                         eBay  Incorporated  or in connection  with an auction or                                                              sale conducted on such web site. ----------------------------------------------------------------------------------------------------------------------                             IV                               A  customer  that   utilizes  the  Service   and/or  the                      Company Customer                        Company's   products   and   services   other   than  in                                                              connection with a MBE Center. ----------------------------------------------------------------------------------------------------------------------

---------- *  PLD-compliant and ramp-ready shall mean compliance with the electronic    data requirements of each carrier supported by the Service.

                                    EXHIBIT D

                              SYSTEM SPECIFICATIONS

     The Service will enable MBE and MBE Centers to process packages for domestic shipment, weigh these packages, and create shipping labels. The Service will export data to a given MBE Center's Point-of-Sale (POS) station, and will support ARS/BIN packages, consignee billing, freight insurance, MBE proprietary or designated transit declared value, and customer address book access. All carrier rating information will be maintained by the Company from its central database management system (DBMS). MBE Centers will be allowed to create or

Source: STAMPS.COM INC, 10-Q, 11/14/2000





modify their own mark-ups for shipping, and, at its expense, the Company will update and/or adjust its pricing information for each MBE Center for each carrier to reflect such modifications. This Exhibit D may be modified from time to time by mutual agreement of the parties.

     The maximum amount of information downloaded from the Company's server to the counter manifest station will be 15 kilobytes or less per package processed.

     The following carriers and services will be supported:

UPS ---

Domestic: --------          Ground          Three Day Select          Second Day Air          Second Day Air AM,          Next Day Air Saver          Next Day Air          Next Day Air Early AM

International: -------------          Canada Standard          Worldwide Expedited            (including Canada/Mexico as set forth in the Specifications)          Worldwide Express            (including Canada/Mexico as set forth in the Specifications)

FedEx -----

Domestic: --------          Express Saver          2 Day          Standard Overnight          Priority Overnight          First Overnight

International: -------------          International Economy          International Priority

USPS ----

Domestic: --------          Parcel Post          Priority Mail          Express Mail          First Class

International: -------------          Parcel Post Air          Parcel Post Surface          Small Parcel Air          Small Parcel Surface          Express Mail          Global Priority Mail

--------------------------------------------------------------------------------

     The Service will include the following features, the more detailed functionality of which will be agreed to from time to time by the parties as the Service is developed:

1.       Table of Contents 2.       Table of Illustrations 3.       Introduction 3.1.     Purpose 3.2.     Scope 3.3.     Introduction 4.       Implementation 4.1      Organization 4.1.1.   Opening the Counter Manifest System 4.1.2.   Main Screen Organization 4.1.3.   Menu Structure 4.2.     General Functionality 4.2.1.   Keyboard & Mouse Behavior 4.2.2.   Sortable List Boxes

Source: STAMPS.COM INC, 10-Q, 11/14/2000





4.2.3.   Find Package/Transaction Dialogs 4.2.4.   Find Manifest Dialogs 4.2.5.   Find Dialog Search Behavior 4.3.     Process Menu 4.3.1.   Process Package 4.3.2.   Find Package 4.3.3.   Find Customer 4.3.4.   Customer Address Dialog 4.3.5.   Recipient Address Dialog

4.3.6.   Address Book Dialog 4.3.7.   City/State/Postal Verification Dialog 4.3.8.   Region Locator Dialog 4.3.9.   Transaction Complete Dialog 4.3.10.  Point of Sale (POS) Export Records 4.3.11.  Enter ARS/BIN Package 4.3.12.  Process Consignee Billed 4.3.13.  Freight Insurance 4.3.14.  Reprint Last label 4.3.15.  Reprint label 4.3.16.  Edit Transaction 4.3.17.  Void Transaction 4.3.18.  Recall Voided Transaction 4.4.     Estimate 4.4.1.   Price a Package 4.4.2.   Create Estimate 4.4.3.   Edit Estimate 4.4.4.   Delete Estimate 4.5.     Manifest 4.5.1.   Perform End of Day 4.5.2.   Track a Package 4.5.3.   View Manifests 4.5.4.   View Transaction 4.5.5.   Reprint Manifest 4.6.     Reports 4.6.1.   Manifest Reports 4.6.2.   Rate Reports 4.6.3.   Management Reports 4.7.     Administration 4.7.1.   Preferences 4.7.2.   Center Information 4.7.3.   Taxable Items 4.7.4.   Scales and Printers 4.7.5.   Modify Rates Dialog 4.7.6.   Modify Rates for Zone Based Services 4.7.7.   Modify Rates for Weight Based/Single Zone Services 4.7.8.   Modify FedEx Service Option Rates Dialog 4.7.9.   Modify UPS Service Option Rates Dialog 4.7.10.  Modify USPS Service Option Rates Dialog 4.7.11.  Copy Rates 4.7.12.  Alternate Insurance Rates 4.8.     About 4.8.1.   Rate Effective Dates 4.8.2.   Version 5.       Services and Services Options 5.1.     Services

5.1.1.   UPS 5.1.2.   FedEx 5.1.3.   USPS 5.2      Service Options 5.2.1.   Declared Value 5.2.2.   Delivery Notification 5.2.3.   Proof of Delivery 5.2.4.   COD 5.2.5.   Call Tag 5.2.6.   Earliest Delivery Time 5.2.7.   Deliver Without Signature 5.2.8.   Certified Mail

Source: STAMPS.COM INC, 10-Q, 11/14/2000 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Example Output: Notwithstanding anything to the contrary in      ----------------------- this Agreement, in no event shall either party's liability under any provision of this Agreement or otherwise arising out of or related to this Agreement (other than payments due or accrued under Section 8, exceed the amounts paid by MBE and the MBE Centers to the Company pursuant to this Agreement.

Example Input: EXHIBIT 10.1

                    ELECTRONIC JOURNAL SOFT WARE DEVELOPMENT,                         HOSTING AND MANAGEMENT AGREEMENT

      This AGREEMENT is made the 20 March day of 1998

      BETWEEN

      1. HealthGate Data Corp., a Delaware corporation (HealthGate), having an       address at 380 Pleasant Street, Malden, Massachusetts, 02148, USA

      AND

      2. Blackwell Science Limited a company registered in England       (Blackwell), whose registered office is Osney Mead, Oxford OX2 OEL,       England, and Munksgaard A/S, a company registered in Denmark       (Munksgaard), having an address at 35 Norre Sogade, Copenhagen DK-1016,       Denmark (together, Blackwell and Munksgaard shall be referred to as the       Publishers)

      WHEREAS:

      A. Blackwell and Munksgaard, among other business activities, publish       journals;

      B. HealthGate, among other business activities, creates, compiles and       distributes health and biomedical information through the Internet;

      C. The Publishers desire to retain HealthGate to provide electronic       journal management services, including development of an on-line web site       for its journals, and other mutually agreed publications.

      D. HealthGate will provide the Services.

      E. HealthGate shall license to the Publishers the Proprietary Software and       provide appropriate operational documentation if the Publishers decide to       manage their own service from 28 February 2000.

      NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1.    Definitions

      In this Agreement, the following words and expressions shall have the       following meanings:

Acceptance or Accepted      Means acceptance of any part or the whole of the                                       System by the Publishers when the System                                       has successfully passed the acceptance                                       tests in accordance with Clause 9 below                                       but for the avoidance of doubt does not                                       refer to the continuing Services after the                                       Site goes live

Agreement                     means this document and its Schedules and any                                       documents expressly incorporated herein by                                       reference and shall include any amendments                                       subsequently agreed.

Content                       means up to 200 Journals and any other material                                       related to the Journals which the                                       Publishers include in printed or                                       electronic form, or any part thereof

the Development Timetable     means the timetable upon which the Development                                       Work is proposed to take place which is in                                       the implementation plan

the Development Work          means the development work required to produce                                       the System (but excluding the ongoing                                       services after the Site goes live) based                                       upon the Specification and technical                                       documentation sufficient for the system to                                       be developed and extended including but                                       not limited to any deviations from the                                       original specification agreed to be                                       necessary during the development.

Escrow Agreement              means the agreement(s) between the Publishers,                                       the escrow agent and HealthGate the terms                                       of which are specified in the Fourth                                       Schedule

the Hardware                  means the equipment and hardware referred to in                                       Clause 8, as upgraded from time to time,                                       and including extra hardware as a                                       contingency.

Journal                       means a Journal which the Publishers intend to                                       include on the Site





the Licence                   means the Licence granted in Clause 10

the Proprietary Software      means HealthGate's own software which has been                                       or will be developed

                                     2

the Services                  the services to be performed by HealthGate to be                                       set out in the Specification, to include                                       but not limited to (i) any ongoing work in                                       the design and development of the Site;                                       (ii) mounting the Content on HealthGate's                                       Hardware; (iii) hosting and making the                                       Content and portions thereof accessible in                                       an online interactive mode for searching,                                       access, review, displaying in a web                                       browser or on computer terminals,                                       downloading, and printing on paper and;                                       (iv) providing access to Publishers'                                       subscribers and other third parties to the                                       Site through telecommunications access via                                       the Internet.

the Site                      means the world wide web site to be prepared for                                       the Publishers comprising all pages                                       including graphics, audio-visual effects,                                       software and all the material in                                       compliance with the Specification and all                                       parts of the System used for the Site

the Software                  means the Proprietary Software and the Third                                       Party Software including any source code                                       and operator manuals relating thereto, to                                       be developed or used and/or licensed by                                       HealthGate in accordance with this                                       Agreement

the Specification             means the detailed user scenarios and                                       implementation plan prepared by HealthGate                                       and approved by the Publishers and annexed                                       in the First Schedule

the System                    means the system comprising the hardware,                                       software, services and peripherals                                       specified in the Specification and                                       including the Software all as the same is                                       to be supplied by HealthGate to suit the                                       Publishers' requirements

System Completion Date        means 14 December 1998

Third Party Software          means all software to be included in the System                                       owned by a third party, which shall be                                       licensed for use and/or distribution by                                       HealthGate as part of the System, and by                                       the Publishers and/or third parties if the                                       Services cease to be provided by                                       HealthGate.

Use Fees                      are the fees as set out in clause 19.4

                                       3

2.    Appointment of HealthGate

      The Publishers hereby appoint HealthGate and HealthGate hereby accepts       such appointment upon the terms and subject to the conditions of this       Agreement:

      2.1.  to carry out the Development Work within the Development Timetable;

      2.2.  to provide the Services for the period in Clause 3; and

      2.3.  to hand over the System as provided in Clauses 10, 18, 33 and the             other provisions of this Agreement.

      The Publishers grant HealthGate an exclusive right to carry out the       Services, with the exception that the Publishers shall honour current       contracts with third parties and Publisher may publish and licence content       themselves as long as it does not materially reduce HealthGate's revenue.       For the purpose of determining HealthGate's revenue, Use Fees and Article       Fees shall not be taken into account.

3.    Duration

      3.1.  This Agreement shall commence on 1 January 1998. The initial term of             the Services, unless terminated as set out herein, shall continue up             to and including 28 February 2000 (the Initial Term).





      3.2.  Right of Renewal

            The Publishers shall have the right to renew the term of the             Services as provided in this Agreement.

4.    Development and Specification

      4.1.  HealthGate shall carry out the Development Work in accordance with             the Development Timetable and in accordance with the Specification             by the System Completion Date.

      4.2.  HealthGate hereby assign all present and future copyright in the             Blackwell Specification to the Publishers.

      4.3.  Publishers grant to HealthGate a perpetual, royalty-free licence to             use the Specification.

                                       4

5.    Milestones and Deliverables

      5.1.  If HealthGate fails to complete the System development by the System             Completion Date, unless such failure results from the Publishers'             default in performing its obligations under this Agreement or from             an extension of time agreed in writing, the Publishers may in their             discretion notify HealthGate accordingly, and if such failure is not             remedied within 28 calendar days, HealthGate, recognising the loss             caused to the Publishers, will on demand from the Publishers pay to             the Publishers a sum calculated at the rate of 1% of the value of             the contract in respect of every 28 days which elapse from the             System Completion Date to the actual date of completion of the             System. Such sums of money will be paid by HealthGate to the             Publishers not as a penalty but as and for the ascertained and             liquidated damages owing and payable by HealthGate to the Publishers             by reason of such failure to meet the System Completion Date.

      5.2.  If HealthGate fails to complete the System by the end of the tenth             week after the System Completion Date then the Publishers (unless             such failure demonstrably results from the Publishers' default in             the performance of its obligations under this Agreement) will be             entitled without prejudice to any other rights or remedies they may             have under this Agreement or at law or in equity to terminate this             Agreement immediately by written notice.

      5.3.  If any delay in meeting the System Completion Date is in any way due             to the Publishers' fault, HealthGate will nevertheless, if the             Publishers so requests, continue with the work on the Project with a             view to completing it as soon as reasonably possible in the             circumstances, and the Development Timetable will be adjusted             accordingly.

6.    Project Management

      6.1.  HealthGate and the Publishers shall each designate the name,             address, telephone number, fax number, and e-mail address of a             Project Manager and a Deputy Project Manager. The Project Managers             shall be responsible for arranging all meetings, visits, and             consultations between the parties, and for the transmission and             receipt of technical information between the parties. The parties'             initial Project Manager and Deputy Project Manager is set forth on             the Third Schedule hereto.

      6.2.  If HealthGate has reason to believe that any estimate of any time is             likely to be exceeded or that it is likely that the Development             Timetable will not be complied with, HealthGate will immediately             inform the Publishers' Project Manager by written notice.

                                       5

7.    Content

      The Publishers, at their cost and expense, shall make available the       Content in loadable electronic format to HealthGate as specified in the       Specification. HealthGate shall remotely load the Content into a staging       area.

8.    Procurement of Hardware

      HealthGate shall maintain the Site on HealthGate's web server and/or other       servers through the term of this Agreement insofar as it relates to the       Services. HealthGate shall acquire and maintain all necessary equipment       and hardware (collectively the Hardware) for Site. The Hardware shall be       capable of storing the Content, including future issues of the Journals       within the Content. HealthGate shall replace and upgrade such Hardware to       satisfy the requirements of the Specification. The Hardware for the Site       shall include redundancy so that the Site may remain operational despite       an equipment failure. The Hardware shall be located at HealthGate's       computer facilities in Malden, Massachusetts. The Hardware may be       relocated only with Publishers' written consent, which consent shall not       be unreasonably withheld. HealthGate, at its cost and expense, shall       maintain adequate access via telecommunications to the Site at service





      levels that shall be maintained at the same extent as HealthGate provides       to its own users.

9.    Testing, Acceptance and Delivery

      9.1.  Upon completion of the Development Work HealthGate and the             Publishers shall run acceptance tests to assure compliance with the             Specification. Load testing will be conducted at HealthGate. Such             period of acceptance testing shall not exceed 2 weeks from date of             delivery for testing.

      9.2.  Upon passing the acceptance tests, the System shall be deemed             Accepted

      9.3.  Upon Acceptance as provided in Clause 9.2 HealthGate shall deliver             into escrow the source code, source listings and information for the             Proprietary Software included in the System in accordance with the             terms of the Escrow Agreement.

      9.4.  In the event that the system fails to pass any of the prescribed             acceptance tests or fails to satisfy the Publishers' requirements,             the Publishers shall afford HealthGate the opportunity of             rectifying, replacing and retesting the System. In the event that             the System or any part thereof again fails to be accepted, such             acceptance shall not be unreasonably withheld, or to satisfy the             Publishers' requirements of which the Publishers shall be the sole             judge, the Publishers shall (as time is of the essence of this             Agreement) be entitled, in addition to any other rights it may have             under this Agreement or in law, to have HealthGate remove the             Content from the System (in whole or in part as the Publishers so

                                       6

            instructs) and HealthGate shall be liable to refund forthwith any             moneys paid by the Publishers for such rejected System or part             thereof. Notwithstanding the foregoing, upon acceptance of System             launch, as noted in Clause 19.2.4, HealthGate shall be entitled to             retain all monies paid by Publishers to this point.

            In such circumstances HealthGate shall be entitled to retain the             first $250,000 paid by the Publishers to develop the Specification.

10.   Licence

      10.1. Proprietary Software

            HealthGate hereby grants to the Publishers a non-exclusive             non-transferable licence to use the Proprietary Software for the             purposes of this Agreement

            Save in relation to the Publishers' logos, trademarks, and content,             HealthGate may use and/or licence the Proprietary Software for             itself or for others without any compensation or liability to the             Publishers.

            All Proprietary Software and Source Code remain the property of             HealthGate. Publishers may not use either Proprietary Software or             Source Code held in escrow to develop a product that competes with             those services offered by HealthGate. HealthGate, in its sole             discretion, retains the right to determine if Publishers are             utilizing either the Proprietary Software or Source Code in             violation of this Agreement.

      10.2. Option for Licence

            10.2.1. On termination of the provision of the Services by                     HealthGate to the Publishers for whatever reason, HealthGate                     shall at the Publishers' option:

                          (i) grant to the Publishers a non-exclusive                     non-transferable licence to use the Proprietary Software for                     the purposes of using, developing, enhancing and maintaining                     the Site and carrying out any or all of the activities                     previously carried out by HealthGate or on its behalf under                     this Agreement

                          (ii) exercise best endeavours to grant to the                     Publishers a non-exclusive non-transferable licence to use                     the Third Party Software for the Site when and to the extent                     requested by the Publishers.

            10.2.2. The annual fee for the licence in Clause 10.2.1 for the                     Software, to include the Proprietary Software and the Third                     Party Software, shall be $150,000 per annum, including                     standard upgrades and maintenance, provided that if                     HealthGate is not able to grant a licence of the Third Party                     Software, then the Publishers shall be at liberty to licence                     the Third Party Software from its owners and/or licensors                     direct, and/or to

                                       7





                    license alternative software, and shall deduct the fees for                     such licences from the $150,000 per annum for the Software.

            10.2.3. The Publishers shall have the right to terminate the licence                     referred to in Clause 10.2.1 by giving three months' notice                     in writing to HealthGate.

11.   Hosting

      HealthGate will host the Site in accordance with the Specification for the       period for the Services in Clause 3.

12.   Service Levels

      12.1. HealthGate will provide the Services and shall meet the Service             Levels including but not limited to:

            12.1.1. dealing promptly with queries or problems relating to the                     use or performance of the Software and correcting or                     procuring the correction of all material program errors;

            12.1.2. identifying the location of any fault on the System,                     ensuring the continuing satisfactory operation of the                     System, taking all appropriate actions to ensure that the                     System maintains its full functionality;

            12.1.3. providing or procuring minor enhancements to the Software                     including but not limited to updating data and formulae to                     ensure that any changes in tax or other statutory                     regulations or law are incorporated into the Software.

      12.2. The Service Levels will be subject to review at any time by             agreement between the Project Managers and in any event will be             formally reviewed every 12 months during the term of this Agreement.

      12.3. HealthGate will provide usage statistics relating to the Services as             described in the specification on a monthly basis, or such other             reasonable intervals as may be mutually agreed upon by the parties             from time to time.

      12.4. HealthGate will perform the Services and meet the Specifications and             Service Levels set forth and referred to in this Agreement. In all             cases where HealthGate has not committed to a specific performance             standard, HealthGate will use reasonable care in providing the             Services.

13.   Permitted Users, Pricing and Subscription Information

      13.1. The Publishers shall have sole authority concerning determining             access to the Site. Except for the fees payable to HealthGate             described in Clause 14 hereof (document delivery), the Publishers             shall retain the sole and exclusive right to determine the prices             and fees payable and other terms and conditions applicable

                                       8

            to the Publishers' subscribers and other third party users for             access to the Publishers' Content on the Site. The Site shall be             designed to permit automated loading and maintenance of subscription             data from the Publishers' fulfilment systems. The Specification             details the procedures for loading such subscription information             (including both bulk entry and single entry information) and timing             for access to the Site for users included on such updated             subscription data.

      13.2. The Publishers grant to HealthGate a royalty-free licence for the             purpose of testing, demonstrating, and evaluating the Site.

      13.3. For the avoidance of doubt the Publishers shall have the right to             permit third party intermediaries, (including but not limited to             Ovid, OCLC, Swets, B H Blackwell, Munksgaard Direct and Dawson) to             access the Site and to authorize access to users in terms within the             Publishers' sole discretion. The Use Fees as set out in Schedule 2             shall apply.

14.   Document Delivery: Fees from Sales of Articles

      14.1. The Site will include functions to facilitate the sale of individual             articles from the Journals and other items at the sole discretion of             the Publishers to non-subscribers and other third party users.

      14.2. In relation to sales the Publishers make direct, the Publishers             shall establish copyright and other fees for such sales (Article             Fees). HealthGate shall collect the Article Fees established by             Publishers plus a service fee to be determined by HealthGate but in             any event the service fee may not exceed 30% of the Article Fee for             the particular article, or $US 4, whichever is the higher. Within 60             days of the end of each calendar month, HealthGate shall forward to             Publishers the net Article Fees actually collected (exclusive of             HealthGate's service fee).

      14.3. The Publishers may also permit third party intermediaries to sell             individual articles and other items, on terms to be agreed between             the Publishers and such third party intermediaries. Neither the





            Publishers nor the third party intermediaries shall be required to             pay a service fee or any other additional fee for this service, nor             shall HealthGate be permitted to collect a service fee, its             remuneration being as provided in Clause 19 and in Schedule 2 (Use             Fees).

15.   Improvements

      HealthGate shall replace and upgrade the Software to satisfy the       requirements of the Specification at no extra cost to the Publishers.

                                       9

16.   Links

      The Site shall support and include in-bound links, as may be mutually       agreed upon, to the Publishers' Content (including citations and       references within articles), from bibliographic databases, including       HealthGate, PubMed, ISI's Web of Science, and other sites, and as required       by the Publishers from time to time. HealthGate shall not be responsible       for setting up links from sites which it does not host. The Site shall       also support links with on-line content of other publishers, using       Document Object Identifier (DOI) and other standards, which may be       mutually agreed upon from time to time.

17.   Right of Renewal

      17.1  The Publishers shall have the right to renew the term of the             Services by notice in writing to HealthGate to be given on or before             30 September 1999. If the Publishers exercise their right to renew,             the term of the Services shall be extended by one further year, up             to and including 28 February 2001. The Use Fees shall remain the             same as in the Initial Period and the fee for the Services shall not             exceed $7000 for additional journals, $2000 maintenance fee on             existing journals and $2000 per Gigabyte.

      17.2  If the Publishers exercise their right of renewal under Clause 17.1,             then the Publishers shall have a further right of renewal for each             of the subsequent three years, provided that the right to renew             shall be conditional upon the Publishers having exercised their             right in the previous year, and giving notice on or before the 30             September before the renewal is to take effect.

18.   Assistance upon Termination

      On termination of the provision of the Services by HealthGate to the       Publishers for any reason:

                                       10

      18.1. HealthGate will liaise with the Publishers, making available for             such purposes such HealthGate liaison staff as the Publishers may             reasonably require, and acting in all good faith, to ensure a             mutually satisfactory license to the Publishers or, at the             Publishers' option, to a replacement contractor. The period of             liaison will commence as soon as notice has been given of             termination of this Agreement, and will continue for a maximum             period of 3 months after termination;

      18.2. HealthGate agrees that at the time of termination of this Agreement,             it will render all assistance, provide all documentation and             undertake all actions to the extent necessary to effect an orderly             assumption of the Services by the Publishers or, at the Publishers'             option, by a replacement contractor;

      18.3. If the Publishers so require, HealthGate will use its best             endeavours to procure the transfer at the Publishers' expense, to             the Publishers or to a third party nominated by the Publishers at             the Publishers' sole discretion, of any Third Party Software             licences HealthGate may have obtained in its own name in order to             provide the Services and used for that purpose exclusively; and

      18.4. HealthGate will be obliged to satisfy the Publishers that it has             erased the Publishers Content and all copies, and that it has no             ability to reproduce the Publishers Content in any way.

            The rights of the Publishers in this Clause 18 are in addition to             the rights in Clause 33.

19.   Cost and Payment, Change Control Formula

      19.1. The total price payable by the Publishers is set out in Clause 19.2             and the Use Fees in Clause 19.4, subject to the terms and conditions             in this Agreement, this price being a fixed price.

      19.2. Subject to HealthGate performing its obligations hereunder,             HealthGate shall invoice the Publishers for payment as follows:

            19.2.1.                                     On 30 January 1998                                                         $100,000





            19.2.2.                                     On 06 February 1998                                                         $150,000

            19.2.3.                                     On acceptance of                                                         Specification,                                                         $150,000 or 27                                                         February 1998                                                         whichever is later

                                       11

            19.2.4.                                     On acceptance of                                                         System launch                                                         $150,000

            19.2.5.                                     On system completion                                                         date $150,000

            19.2.6.                                     On 1 January 1999                                                         $175,000

            19.2.7.                                     On 1 April 1999                                                         $175,000

            19.2.8.                                     On 1 July 1999                                                         $175,000

            19.2.9.                                     On 1 September 1999                                                         $175,000

      PROVIDED ALWAYS THAT if the Agreement is terminated in accordance with       Clause 9.4 then the financial provisions of that Clause will apply in       place of this Clause 19.

      19.3. Invoices are payable within 60 days of receipt, with the exception             of payments due under Clause 19.2, which shall be payable on the due             date or on acceptance of the work, which ever is the later.

      19.4. Use Fees             The Publishers shall make payments to HealthGate based upon Use of             the Content as set forth on the Second Schedule. For the purposes of             this Agreement, Use shall mean a retrieval or download by a             Publishers' subscriber of the full-text of an article. There shall             not be any additional use fees or charges for users' browsing of             table of contents or abstracts. Use Fees shall be billed by             HealthGate monthly and all payments are due by cheque by the end of             the following month after the date of the invoice.

      19.5. Interest

            Interest on late payment by either party shall be charged at 2%             above base rate for the time being of Barclays Bank plc in England.             This sub-Clause 19.5 shall survive termination under Clause 9.4.

                                       12

20.   Advertising

      20.1. The Site shall be designed to include space for advertising. All             specifications concerning advertising space shall be mutually agreed             upon from time to time and detailed in the Specification. The rate             structure for advertising shall be mutually agreed upon.

      20.2. All advertising is subject to review and approval by the Publishers             and the Publishers reserve the right to refuse any proposed             advertisements. Revenues from advertisers utilizing the advertising             space shall be allocated between HealthGate and the Publishers. Each             party shall receive 30% of all advertising sales for advertising             sales originated by the other party (provided, in the event that             advertising is sold at rates less than fair market rates such 30%             figure shall be equitably increased to reflect the fair market value             of the advertising. Said fair market rates shall be determined by             mutual agreement of both parties). No deduction shall be made for             commissions payable to sales representatives or employees of any             party.

      20.3. Within 60 days of the end of each calendar month, the parties shall             report to each other concerning revenues collected on advertising             sales and make appropriate payments to the other party for the             previous month's collections based on the foregoing formula.

      20.4. In the event that any claim is made against either party in respect             of any advertisement. The expenses of dealing with any claim shall             be paid for in the same proportion as at Clause 20.2.

21.   Support and Enhancement

      HealthGate shall establish a telephone line for the purpose of providing       support to users of the Site, which support shall be free of charge to       such users. Such telephone line shall be answered pursuant to HealthGate's





      standard protocol and shall be operational 5:00 A.M. to 10:00 P.M., US       Eastern Time, and be supported by voice mail at other times. Such       telephone line shall be operated at all times by one HealthGate employee.       HealthGate shall ensure that the employee is suitably qualified and       experienced for the purpose. If the parties determine that more than one       employee is necessary to handle all inquiries in a reasonably prompt,       professional and efficient manner, Publishers at their cost and expense       may request HealthGate to dedicate additional employees for such purpose.

                                       13

      The Site shall include an e-mail function directly to HealthGate. All       e-mails received by HealthGate shall be answered within one business day.       The Site shall include a Frequently Asked Questions (FAQ) area and       detailed help screens as determined in the Specification. Both parties       agree to work together, through their duly appointed Project Managers, to       develop the FAQ area and the help screens.

22.   HealthGate Responsibilities

      22.1. HealthGate undertakes that in performing the Services it will use             commercially reasonable endeavours to comply with the Service Levels             including but not limited to System availability, specifications,             standards, functions and performance requirements.

      22.2. HealthGate will provide all assistance that the Publishers may             reasonably require in accordance with this Agreement for the purpose             of evaluating Service Levels from time to time and resolving             operational problems in connection with the Services. All such             requests must come from either the Publishers Project Manager or             Deputy Project Manager.

      22.3. HealthGate warrants that it owns or is authorised to use the             Computer Equipment for the purposes of supplying the Services.

      22.4. Viruses

            Each Party shall use its best efforts to ensure that no viruses,             worms or similar items (Viruses) are introduced into any Software             System used under this Agreement. If a Virus is found in any such             Software System, HealthGate shall, promptly upon the discovery             thereof, use its best efforts to eliminate such Virus and             ameliorate the effect thereof. If such Virus causes a loss of             operational efficiency or data, HealthGate shall mitigate and             restore such loss as quickly as feasible.

      22.5. Disabling Code

            Save with the written consent of the Publishers, the Software and             System shall not include, nor shall HealthGate introduce into any             Software and/or the System, any code whose purpose is to disable or             reduce the efficiency of all or any portion of the Services.

23.   Access to HealthGate

      23.1. During the Term of this Agreement, HealthGate shall accommodate one             employee or representative of Publishers at HealthGate's office for             the purpose of reviewing and understanding the operation of the             Site. HealthGate and Publishers shall coordinate the schedule of             such employee so that he or she

                                       14

            does not unduly interfere with HealthGate's operation of the Site or             HealthGate's other operations. The Publishers anticipate that such             employee will be at HealthGate's offices approximately 30 days per             year.

      23.2. Audit Rights

            23.2.1. The Publishers and/or their respective independent auditors,                     at no expense to HealthGate, and upon twenty (20) Business                     Days' written notice to HealthGate, shall have the right to                     conduct an operational audit pertaining to the fees and the                     Services rendered pursuant to this Agreement, including but                     not limited to having HealthGate process through any system                     test data supplied by the Publishers and/or their respective                     auditors, operate audit software on any system or download                     Publishers' Content and/or usage statistics to a computer                     designated by the Publishers, and/or their respective                     auditors. The operational audit will verify that HealthGate                     is exercising reasonable data processing operational                     procedures in its performance of the Services and confirm                     that HealthGate is performing and observing its obligations                     hereunder.

            23.2.2. HealthGate shall make available for the Publishers and/or                     the Publishers' auditors inspection all records relating to                     the fees and to the Services provided pursuant to this                     Agreement.





      23.3. Regulatory Access (Eg HEFCE)

            HealthGate and the Publishers acknowledge and agree that the             performance of the Services under this Agreement may be subject to             regulation and examination by the Publishers' regulatory agencies             and/or government and/or customer's contractors. The parties agree             that the records maintained and produced under this Agreement shall             at all times be available for examination and audit by governmental             agencies and/or governmental and/or customer's contractors having             rights in relation to and/or jurisdiction over the business of the             Publishers. Each party to this Agreement shall notify the other             party promptly of any formal request by an authorized agency or             contractor to examine records regarding the Publishers that are             maintained by HealthGate. Upon request, HealthGate shall provide any             relevant assurances to such agencies and shall subject itself to any             required examination or regulation. The Publishers shall reimburse             HealthGate for reasonable costs actually incurred due to any such             examination or regulation that is performed solely for the purpose             of examining data processing services performed by HealthGate for             the benefit of and at the request of the Publishers.

                                       15

24.   Security and Disaster Recovery

      24.1. HealthGate will ensure that all documents, data and Software are             kept under secure conditions with back up arrangements satisfactory             to the Publishers, to protect them effectively from unauthorised             access and so that they can be recovered from any malfunction of the             System.

      24.2. Should the Publishers' Content and/or data be lost or destroyed,             HealthGate will be responsible for its prompt reconstruction as             quickly as possible with high priority allocation of time and             resources, having regard to the back-up frequency agreed with the             Publishers in the Specification.

      24.3. HealthGate will not without the written consent of the Publishers             disclose any of the Publishers' data or Publishers' Content to any             third party.

      24.4. HealthGate will take all reasonable precautions to minimise the             impact of any disaster relating to the Services.

      24.5. Security for Facilities

            HealthGate will perform all required security procedures at any             place where Services are performed by HealthGate. All personnel of             HealthGate will comply with the agreed security procedures with             respect to access to any facility, data and data files.

      24.6. The Publishers and/or their auditors, at no expense to HealthGate,             and upon twenty (20)Business Days' written notice to HealthGate,             shall have the right to conduct a system backup and disaster             recovery audit with regard to the Services provided pursuant to this             Agreement. The system disaster and recovery audit will verify that             HealthGate is exercising reasonable procedures in the performance of             its system backup and disaster recovery obligations hereunder.             HealthGate shall allow the Publishers and/or their auditors access             to any site used by HealthGate as a backup facility, if HealthGate             can secure the rights for the Publishers and/or their auditors to             enter the backup facility.

      24.7. Disaster Recovery

            HealthGate shall maintain and continue to maintain throughout the             term of this Agreement, an off-site disaster recovery capability.             HealthGate shall present to the Publishers a disaster recovery plan             prior to the System Completion Date. HealthGate shall monitor each             such disaster recovery plan and keep it current.

                                       16

      24.8. HealthGate shall use its best efforts to recover from a disaster and             to continue providing Services to the Publishers within a             commercially reasonable period. An executive summary of each such             disaster recovery plan, which may change from time to time, shall be             provided to the Publishers at no charge. HealthGate shall test each             disaster recovery plan annually and shall provide the Publishers             with a summary of its test results.

25.   Third Party Software

      25.1. HealthGate warrants that any Third Party Software is validly             licensed for running by HealthGate at the Site and for all the uses             permitted under this Agreement in fulfillment of the services for             the term of the Agreement and that it is authorised to grant the             rights to the Third Party Software licensed under this Agreement for             use on the Site.

      25.2. HealthGate will fully indemnify the Publishers in respect of all





            damages, costs and expenses incurred by the Publishers resulting             from any act or default of HealthGate in respect of the Third Party             Software.

26.   Intellectual Property Rights

      26.1. The copyright and any and all other intellectual property in any             report, financial specification documentation and information, and             usage statistics on whatever media, prepared or to be created by             HealthGate pursuant to this Agreement shall be the property of the             Publishers notwithstanding termination hereof unless otherwise             expressly agreed in writing by the Publishers. HealthGate hereby             assigns all right, title and interest in and to the same to the             Publishers.

      26.2. Publishers' Content and Data

            The parties hereto acknowledge and agree that the Publishers and/or             their licensors own and will continue to own all right, title and             interest in and to Publishers' Journals and other data, including             but not limited to usage statistics for the Services (Publishers'             Data). Upon the termination of this Agreement for any reason or,             with respect to any Publishers' Data, on such earlier date as the             Publishers shall determine that any of the same will no longer be             required by HealthGate in order to render Services to the             Publishers, Publishers' Data will be either erased from the data             files maintained by HealthGate. or if the Publishers so elect,             returned to the Publishers by HealthGate. The Publishers' Data may             not be utilized by HealthGate for any purpose except to provide             Services to the Publishers, nor may Publishers' Data or any part             thereof be disclosed, sold, assigned, leased or otherwise disposed             of to third parties by HealthGate or commercially exploited by or on             behalf of HealthGate, or any of its employees or agents.

                                       17

27.   Warranty

      HealthGate's warranty

      27.1. HealthGate warrants to the Publishers that the Software on delivery             to the Publishers will conform substantially with the Specification.

      27.2. HealthGate undertakes to correct by patch or new release (at its             option) that part of the Software which does not so comply PROVIDED             THAT such noncompliance has not been caused by any modification,             variation or addition to the Software not performed by HealthGate

      27.3. Millennium Compliance

            HealthGate warrants that (a) the occurrence in or use by the System             of dates on or after January 1, 2000 (Millennial Dates) will not             adversely affect its performance at any level with respect to             date-dependent data, computation, output or other functions; and (b)             the System will create, store, receive, process and output             information related to or including Millennial Dates without error             or omissions.

      Publisher's warranty

      27.4. Each Publisher hereby represents and warrants that: (i) it has, and             will have throughout the term of this Agreement, all right, title             and interest in and to the Content, except for items that are in the             public domain or that are obtained under valid licenses, (ii) the             Publishers Content do not and will not infringe any tradename,             trademark or copyright, and (iii) there are not material suits,             claims or proceedings currently pending or threatened against any             Publisher based upon the Content and that Publishers will promptly             advise HealthGate of the pendency or threat of any such suits,             claims or proceedings relating to the Content or the Site arising             during the term of this Agreement.

      27.5. HealthGate shall be solely responsible for the compliance by its             personnel with all laws and regulations of any pertinent countries             relating to data protection and privacy and/or transborder data             flow.

                                       18

28.   Indemnities and Liability, Limitation of Liability

      28.1. Indemnities and Liability

            (a) Cross Indemnity - HealthGate and the Publishers each agree to             indemnify, defend and hold harmless the other from any and all             claims, actions, losses, damages, liabilities, costs and expenses,             including reasonable attorneys' fees and expenses, arising out of or             relating to the death or bodily injury of any agent, employee,             customer, business invitee or business visitor of the indemnitor, or             arising out of or relating to loss of or damage to tangible real or





            tangible personal property, to the extent that such claim, action,             liability, loss, damage, cost or expense was proximately caused by             the indemnifying party's tortious act or omission, or by those of             its agents or employees.

            (b) Patent Indemnity - HealthGate and the Publishers each agree to             indemnify, defend and hold harmless the other from any and all             claims, actions, damages, liabilities, costs and expenses, including             reasonable attorneys' fees and expenses, arising out of any claims             of infringement of any patent, or a trade secret, or any copyright,             trademark, service mark, trade name or similar proprietary rights             conferred by contract or by common law or by any law of any             applicable jurisdiction alleged to have occurred because of the             system including but not limited to hardware, software, and data             provided by the indemnitor under this Agreement.

            (c) Indemnification Procedures - With respect to third-party claims             subject to the indemnities set forth in this Clause 28, the             indemnitee shall notify the indemnitor promptly of any matters in             respect of which the foregoing indemnity may apply and of which the             indemnitee has knowledge and shall give the indemnitor full             opportunity to control the response thereto and the defense thereof;             including, without limitation, any agreement relating to the             settlement thereof; provided that the indemnitee shall have the             right to approve any settlement or any decision not to defend. The             indemnitee's failure to promptly give notice shall affect the             indemnitor's obligation to indemnify the indemnitee only to the             extent that the indemnitor's rights are materially prejudiced             thereby. The indemnitee may participate, at its own expense, in any             defense and any settlement directly or through counsel of its             choice. If the indemnitor elects not to defend, the indemnitee shall             have the right to defend or settle the claim as it may deem             appropriate, at the cost and expense of the indemnitor, which shall             promptly reimburse the indemnitee for all such costs, expenses and             settlements amounts.

                                       19

      28.2. Limitations of Liability--Except in respect of personal injury or             death caused by the negligence of either party (for which by law no             limit applies), in the event either party shall be liable to the             other party on account of the performance or nonperformance of its             respective obligations under this Agreement, whether arising by             negligence, wilful misconduct or otherwise, the amount recoverable             by the other party for all events, acts or omissions shall not             exceed, in the aggregate, an amount equal to payments made under             this Agreement.

29.   Source Code and Escrow

      29.1. HealthGate and the Publishers shall enter and maintain in force the             Escrow Agreement for such period as the Publishers require.

      29.2. Whenever a new version of the Proprietary Software is used for the             Site, HealthGate will promptly deposit a new version of the source             code and the operational documentation for that version under the             same Escrow Agreement, and notify the Publishers in writing that the             deposit has been made.

      29.3. If no new version has been deposited in any 6 month period,             HealthGate will deposit a replacement copy of the then current             version of the source code of the Proprietary Software under the             Escrow Agreement and will notify the Publishers in writing.

30.   Confidential Information

      Neither party shall, other than with the prior written consent of the       other party, during or after the termination, determination or expiry of       this Agreement disclose directly or indirectly to any person, firm,       company or third party and shall only use for the purposes of this       Agreement, any information relating to the Agreement, the other party, its       business, trade secrets, customers, suppliers or any other information of       whatever nature which the party whose information it is or its licensees       or nominee may deem to be confidential and which the other party has or       shall hereafter become possessed of. For the avoidance of doubt the usage       statistics relating to the Site shall be the Publishers' confidential       information.

      The foregoing provisions shall not prevent the disclosure or use by either       party of any information which is or hereafter, through no fault of the       other party, become public knowledge or to the extent permitted by law.       Nor shall they prevent the use by the Publishers of information for the       purposes of handing over or considering handing over the System to       themselves or to another contractor, PROVIDED THAT if the information is       disclosed to a third party the Publishers shall first enter a       confidentiality agreement with the third party in similar terms to this       Clause.

                                       20





31.   Data Protection

      The parties agree to ensure that they will at all times comply with the       provisions and obligations imposed by the Data Protection Act 1984, the EU       Data Protection Directive 95/46 and any implementing legislation in the       United Kingdom. Both parties agree to indemnify each other in respect of       any unauthorised disclosure of data by them.

32.   Termination, Change of Control of HealthGate

      32.1. Notwithstanding any provisions herein contained this Agreement may             be terminated forthwith by either party by notice in writing from             the party not at fault if any of the following events shall occur,             namely:

                  (i) if the other party shall commit any act of bankruptcy,                   shall have a receiving order made against it, shall make or                   negotiate for any composition or arrangement with or                   assignment for the benefit of its creditors or if the other                   party, being a body corporate, shall present a petition or                   have a petition presented by a creditor for its winding up or                   shall enter into any liquidation (other than for the purposes                   of reconstruction or amalgamation), shall call any meeting of                   its creditors, shall have a receiver of all or any of its                   undertakings or assets appointed, shall be deemed by virtue of                   the relevant statutory provisions under the applicable law to                   be unable to pay its debts, or shall cease to carry on                   business;

                  (ii) if the other party shall at any time be in default under                   this Agreement and shall fail to remedy such default within 30                   days from receipt of notice in writing from the first party                   specifying such default.

                  If any such event referred to in this sub-clause shall occur,                   termination shall become effective forthwith or on the date                   set forth in such notice.

         32.2.    Either party may by notice in writing to the other party                   terminate this Agreement, if any of the following events shall                   occur, namely:

                  32.2.1. if either party is in breach of any term, condition or                           provision of this Agreement or required by law and                           fails to remedy such breach (if capable of remedy)                           within 14 days of receipt of notice from the other                           party specifying such breach;

                                       21

                  32.2.2. Change in control

                          If there is a change in Control of the first party,                           the second party may, entirely at their own option and                           without thereby becoming liable for any costs or                           losses which the first party or its holding company or                           any company in which it may hold shares may suffer as                           a result terminate the Agreement by notice in writing                           to first party.

                          For the purpose of this clause, a person shall have                           Control of a company if he holds, directly or                           indirectly, shares which together with shares held by                           any persons acting in concert with him carry 50% or                           more of the voting rights of that company and Change                           in Control shall be interpreted accordingly. Words                           and phrases defined in the City Code on Take-overs and                           Mergers shall have the same meaning here.

      32.3. Termination, howsoever or whenever occasioned shall be subject to             any rights and remedies either party may have under this Agreement             or in Law.

      32.4. the following Clauses shall survive termination for whatever cause             of this Agreement: Clauses 4.2, 5, 10.2, 20.4, 23.2, 25-28, 30-34             inclusive.

33.   Rights Upon Termination

      Upon termination of this Agreement and for a period of six (6) months       thereafter, the Publishers will have the following rights and obligations:

      33.1. Commencing upon any notice of termination by the Publishers,             HealthGate will comply with the Publishers' reasonable directions,             and will provide to the Publishers any and all termination             assistance reasonably requested by the Publishers to allow the             Services to continue and to facilitate the orderly transfer of             responsibility for the Services to the Publishers or a successor             provider of Services designated by the Publishers. The termination             assistance to be provided to the Publishers by HealthGate may             include the following:

            33.1.1. Continuing to perform, for a reasonable period (as





                    determined by the Publishers) of up to six (6) months                     following the termination date, any or all of the Services                     then being performed by HealthGate.

            33.1.2. Developing, together with the Publishers, a plan for the                     orderly transition of Services (Transition Plan) then                     being performed by HealthGate from HealthGate to the                     Publishers or such successor provider of Services.

            33.1.3. Providing reasonable training for personnel of the                     Publishers in the performance of the Services then being                     transitioned to the Publishers or such successor provider of                     Services.

                                       22

      33.2. If HealthGate is then using any Equipment leased or owned by the             Publishers to provide services to any third party, HealthGate may             continue to use that Equipment for that purpose until such time as             HealthGate can reasonably transition to other equipment.

      33.3. Upon receipt of written notice from the Publishers that HealthGate             is in default under this Agreement by failing to comply with the             requirements of this Clause 33, or that HealthGate is in default             under any provision regarding rights upon termination of this             Agreement, HealthGate shall have ten (10) business days in which to             cure such default. HealthGate acknowledges that, in the event             HealthGate fails to cure such default within the specified time             period, the Publishers would suffer irreparable harm, and             HealthGate, hereby agrees that the Publishers would in such event be             entitled to obtain from a court of competent jurisdiction an order             of specific performance, in addition to such other rights and             remedies to which it may be entitled at law or in equity under this             Agreement.

      33.4. Upon the termination of this Agreement or HealthGate's engagement             whichever shall be the earlier, HealthGate or its personal             representative as the case may be, shall immediately deliver up to             the Publishers all correspondence, reports, documents,             specifications, papers, information (on whatever media) and property             belonging to the Publishers which may be in his possession or under             his control together with all confidential information or copyright             works belonging to the Publishers specified in Clauses 27 and 31             above.

34.   General

      34.1. Waiver

            Failure or neglect by either party to enforce at any time any of the             provisions hereof shall not be construed nor shall be deemed to be a             waiver of that party's rights hereunder nor in any way affect the             validity of the whole or any part of this Agreement nor prejudice             that party's rights to take subsequent action.

      34.2. Entire Agreement

            This Agreement constitutes the entire agreement between the parties.             Each party confirms that it has not relied upon any representation             not recorded in this document or in its Schedules inducing it to             enter this Agreement. No variation of these terms and conditions             will be valid unless confirmed in writing by authorized signatories             of both parties.

                                       23

      34.3. Assignment

            HealthGate shall not transfer or assign the whole or any part of             this Agreement without the prior written consent of the Publishers.

      34.4. Headings

            he headings of the terms and conditions herein contained are             inserted for convenience of reference only and are not intended to             be part of or to affect the meaning or interpretation of any of the             terms and conditions of this Agreement.

      34.5. Severability

            In the event that any of these terms, conditions or provisions shall             be determined by any competent authority to be invalid, unlawful or             unenforceable to any extent, such term, condition or provision shall             to that extent be severed from the remaining terms, conditions and             provisions which shall continue to be valid to the fullest extent             permitted by law.

      34.6. Notices

            Any notice to be given by either party to the other may be sent by





            registered post or airmail to the address to the other party as             appearing herein and if so sent shall be deemed to be served 4 days             following the date of posting, or may be sent by courier and if so             shall be deemed to be received when actually received.

      34.7. Injunctive Relief

            All claims within the scope of this Agreement that any party may             have against the other for monetary damages must, subject to Clause             29 (Source Code and Escrow), be pursued through the procedures             established in this Agreement. However, nothing in this Clause 34.7             will prevent any party from immediately seeking injunctive or other             equitable relief from any court having competent jurisdiction.

                                       24

      34.8. Law

            The parties hereby agree that this Agreement shall be construed in             accordance with English law. Any and all disputes between the             parties arising under or in connection with this Agreement which             cannot be resolved amicably by the parties, shall be resolved in the             courts located in London, England, except with respect to any action             brought by the Publishers against HealthGate, in which case             jurisdiction and venue shall be in Boston Massachusetts.

                                       25

Signing Provisions

SIGNED for and on behalf of the Publishers by:

/s/ Jonathan Conibear                                  /s/ Joachim Malling

in the presence of:

/s/ [ILLEGIBLE]                                        /s/ [ILLEGIBLE]

Date: 20.3.98                                          30.4.98

SIGNED for and on behalf of HealthGate by:

By: /s/ William S. Reece     -----------------------------------         William S. Reece

in the presence of:

/s/ Maria Pace

Date:

4.7.98

Schedules

1     Specification 2     Use Fees 3     Project Managers 4     Escrow

                                       26

                                   SCHEDULE 1

HealthGate Data Corp                              [ILLEGIBLE]

Blackwell/Munksgaard Journal Publishing

- --------------------------------------------------------------------------------

User Scenarios

Chapter 1





- --------------------------------------------------------------------------------

Blackwell/Munksgaard Journal Publishing

User Scenarios

- -------------------------------------------------------------------------------- Overview - --------------------------------------------------------------------------------

This document contains outlines, or scenarios, of how users will access the Blackwell/Munksgaard Journal Publishing system that HealthGate is currently developing.

The goal of this project is to provide the high standards of Blackwell/Munksgaard publications and services to existing readers online, as well as develop an audience of new Internet users. Since the focus of this project is to expand readership and usage, the design of this project will be driven by user needs and interests.

The following scenarios illustrate how to optimally meet the needs and offer the widest selection of services to Blackwell/Munksgaard users through a series of chronological steps and options. A user is defined as any party (including individuals or other systems) that will interface with the Blackwell/Munksgaard Journal Publishing system.

- -------------------------------------------------------------------------------- List of Scenarios - --------------------------------------------------------------------------------

      Below is a list of the scenarios. The list will be ordered to contain the       building block scenarios first, followed by the more complex scenarios.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD PUBLISHING SYSTEM                                         1

Overview                                                       1

List of Scenarios                                              1

Registration                                                   3

      General Registration                                     3

      Credit Card Subscription Registration                    4

      Society Member / Institutional       Subscriber Self Registration                             4

      Purchase Order or Deposit Account       for Institutional Subscribers                            5

      Transaction Registration / Single       Document Purchase by non registered       user                                                     6

Purchases                                                      7

      Single Document Purchase       Registered User with CC Information                      7

      Single Document Purchase       Registered User without CC       Information                                              7

      Single Document Purchase       Registered User using Purchase       Order                                                    8

      Additional Subscription Purchase                         8

Linking                                                        9

      Bibliographic Linking within an Article                  9

      Related Information Links                               10

Delivery Options Other than HTML                              10

      Downloading PDF                                         10

      Fax Delivery                                            11

Subscriber Features                                           11

      User Access to their Custom Page                        11

Journal Features                                              12

      Journal Page                                            12

      Issue Listings                                          13

      Table of Contents                                       13





      Abstract                                                13

      Full Text                                               14

      Email version of Table of Contents                      14

      Text Email ...........................................  14

      HTML Email ...........................................  15

Searching                                                     15

      Quick Search                                            15

      Searching Full Text                                     15

      Finding an Article Cited Elsewhere                      16

Customer Help                                                 16

      Forgotten Password                                      16

      Forgotten User Name and Password                        17

      Changing Password                                       17

      Changing Email Address                                  17

      Changing Credit Card Number                             18

      Changing Other Information                              18

Content Management                                            18

      Journal Setup                                           18

      Set Journal Price                                       18

      Set Document Price                                      19

      Template Submission                                     19

Content Publishing                                            19

      Issue Loading                                           19

      Issue Review                                            20

      Issue Release                                           20

Third Party Access                                            20

      General                                                 20

      Abstracts Only (Headers)                                21

      Abstracts and PDF (Headers and PDF)                     21

      Full Text Blackwell/Munksgaard DTD                      21

      Full Text in Ovid's DTD                                 21

      Delivery Options for Third Parties                      21

Reporting                                                     21

      User                                                    21

      Content                                                 22

Integration                                                   22

      HeathMill or Other Subscription       Systems to HealthGate Connection                        22

      HealthGate to HeathMill or Other       Subscription Systems                                    23

      Integration to JPMS                                     23

      Integration with Blackwell/Munksgaard       Web Site(s)                                             24

Future Items                                                  24

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD PUBLISHING SYSTEM                                         2

Chapter 2

      User Scenarios

      This chapter contains the Blackwell/Munksgaard Journal Publishing system       user scenarios.





- -------------------------------------------------------------------------------- Registration - --------------------------------------------------------------------------------

General Registration

      Users who access Blackwell/Munksgaard publications will fall into one of       three categories:

      a)    Non-registered users who are browsing Blackwell/Munksgaard content.             These users will have limited access to some free content, but will             not be able to access other areas or purchase products.

      b)    Registered users who have provided name, email and postal mailing             address, but have not provided credit card data. Users in this             category include those who have visited the site before and have             been assigned a user name and password, as well as Society members             who have previously registered.

      c)    Purchasing users who have registered, and provided credit card             information. These users may have bought subscriptions to             Blackwell/Munksgaard journals or other publications in the past.

      For any but the most casual browser, general registration is encouraged,       and outlined below.

      1.    Registration procedure: If a non-registered user would like to             access certain areas or services, there will be a link provided to             the registration area.

            Once the user has entered the registration area, s/he will be asked             to provide full name, email address, and postal address. After this             information has been entered, the user will be provided with a             dialog box to enter a self-selected user name and password.

      2.    Creating user name: The user name is checked for uniqueness against             all user names, then added to the database. If the name has already             been registered, the user will be provided with three suggested             names, or the option to create another user name of their own             choice.

      3.    Confirmation of registration: Once a unique user name and password             have been assigned, the user may choose to continue the purchase             process by linking to pages that will enable him/her to enter credit             card information (see Credit Card Subscription Registration             below). If no purchase is desired at this time, the user will end             the registration process at this point S/he will see a page that             confirms their registration. Shortly afterwards, the user will also             receive an email acknowledging their registration, and providing             instructions on what to do if they forget their user name and             password. This will also serve to ensure that the user's email             address as entered in the registration form is correct.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD PUBLISHING SYSTEM                                         3

USER SCENARIOS                                                      REGISTRATION - --------------------------------------------------------------------------------

Credit Card Subscription Registration

      Users will now be able to order subscriptions to Blackwell/Munksgaard       journals and publications online via a simple registration and secure       payment process. In this scenario, the user chooses to pay with a credit       card.

      1.    Registration: When the user enters the registration area, s/he will             be asked to provide their user name and password. (See General             Registration above).

      2.    Tracking marketing efforts: A feature to track the efficacy of             marketing campaigns may also be incorporated. In addition to             entering the above subscriber information, the user will also be             asked to provide information pertaining to offer codes, or other             identifying characteristics of marketing offers.

      3.    Separating society memberships: Users are asked if they are a member             of a society participating in the online journals. If they select a             society, their registration information will be checked with an             updated automated listing of existing society members. Since a             society member is entitled to pre-defined journal subscriptions             under a separate agreement, this is done to ensure that a society             member is not charged. If the registering user is determined to be a             society member, follow the Society Member Registration scenario             instead.

      4.    Selecting a subscription plan: After entering the registration             information, the user will be prompted to select a subscription             plan.

      5.    Charging subscriptions: Once the subscription plan has been             selected, the user will then be shown a page that provides a secure             connection for credit card information. The user will be asked to





            give the credit card number, type (VISA, MasterCard, AMEX,             Discover), and expiration date.

      6.    Transaction receipt: The credit card is then validated and the user             is shown the cost that has been charged to the credit card. A             receipt is displayed on the screen, as well as emailed to the user.

      7.    Thanks/Email notification of future publications: After the             registration process is completed, the user will see a page thanking             them for their subscription order. As an added feature, new users             will be offered the option of having the table of contents of each             new issue emailed to them upon publication.

      8.    Next destination: When the above information is provided, the user             will then be given access to the cover page of the journal that has             just been ordered.

Society Member / Institutional Subscriber Self Registration

      If a user is determined to be a Society member or a paid subscriber not       know to the system (pre-subscribed by Blackwell/Munksgaard), the following       scenario applies:

      1.    Access from marketing efforts: Society membership benefits include             subscriptions to pre-defined print journals. In accordance with             marketing efforts, inserts promoting online journal registration and             the URL for the Blackwell/Munksgaard site will be provided in these             journals. Members may also find out about online service via other             marketing efforts, such as newsletters, leaflets, direct mail or             other web sites.

      2.    Registration info: Once the user accesses the site, he/she will be             provided with a form asking for basic registration information (see             Credit Card Subscription Registration, steps 1-7).

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        4

USER SCENARIOS                                                      REGISTRATION - --------------------------------------------------------------------------------

      3.    Membership options: If the name has been matched and verified online             as a Society member, the user is presented with a listing of             publications and journals, etc. which they may access with existing             membership privileges.

            If the user is not verified as a current Society member, the user             will be asked to provide standard registration information (see             Credit Card Subscription Registration).

            In addition to the publication listings, users will be given one of             three options as defined by the publisher to receive these             subscriptions:

            a. Exclusive online access

            b. Print subscription and optional online access

            c. Full access via both print subscription and online

      4.    Content for purchase: Once users have selected their subscription             method, they will be shown additional content available for             purchase.

      5.    Creating identity code for user: When content for purchase has been             selected by the user, s/he will see a form that enables them to             create a user name and password. Once the information has been             entered, another dialog box will prompt them to confirm the             password.

      6.    Assuring uniqueness of code: The user name is checked for uniqueness             against all user names, and added to the list. If the user name has             already been registered, they will be provided with three suggested             names, or the option to create another user name of their own             choice.

      7.    Purchasing additional content: If the user chooses to purchase any             of the additional content, the purchase will be charged to the             credit card information previously provided. The credit card is             validated and charged. If the credit card is declined, the user is             prompted to try again.

      8.    Transaction receipt: Once the credit card has been validated, the             page shows the cost that has been charged to the credit card.             Receipt is presented on the screen, as well as emailed to the user.

      9.    Final step of purchasing process: As the final step in the             purchasing process, the user will see a page that thanks them for             their order, and shows a listing of all content purchased in the             last transaction.

            After purchasing process has been completed, the user will then be             given access to their selected content. A confirmation email will be             sent welcoming the user to our service.





Purchase Order or Deposit Account for Institutional Subscribers

      For those institutions that wish to order subscriptions to       Blackwell/Munksgaard journals, publications, and single full-text articles       on a consistent basis, an open purchase order or deposit account may be       established. The following scenario outlines how a customer would have       access via this method.

      1.    Initial set-up: The customer will make the initial contact to             Blackwell/Munksgaard to set up the account. Open purchase orders and             deposit accounts may be established through either             Blackwell/Munksgaard or HealthGate.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        5

USER SCENARIOS                                                      REGISTRATION - --------------------------------------------------------------------------------

      2.    Access code: After the account has been established, users will then             be given a special access code to access the Site. When registering             the user will be able to use the access code instead of providing us             with credit card information (Access to publications via IP address             verification is an option for institutional accounts).

      3.    Registration: When the user completes registration the same way as a             normal customer, except that they enter the access code rather than             provide billing information. Any charges or purchases will be             applied to their account.

      4.    Account expiration: If the account expires, or reaches the monetary             cap assigned, the user will be shown a page that prompts them to             contact Blackwell/Munksgaard to renew the account. This page will             also provide the option to continue and have purchases applied to a             credit card. A report will be available warning Blackwell/Munksgaard             of accounts that are close to expiring.

Transaction Registration /Single Document Purchase by non registered user

      This scenario outlines the way in which a user would be able to purchase a       single article (document) while browsing the abstract of the article.

      1.    Promoting full text articles: Abstracts are available to all users             free of charge; registration is not required. However, if the user             would like to buy the full text of any given article, pricing             information for the article will be listed at the end of the             abstract, with a link to purchase the article.

      2.    Purchasing full text -- registered users: After selecting the link             to purchase the article, the user is given the option to log in,             using the previously assigned registration user name and password.             After logging in, a page showing full text articles and journal             subscriptions for purchase will be provided. The user will make             his/her selections, and the credit card information page will             appear. (Go to step #5)

      3.    Purchasing full text -- new users: If the user has never registered             before, they will be asked to register.

      4.    Registration: When the user enters the registration area, s/he will             be asked to provide basic identifying information (See General             Registration above).

      5.    Credit card info: The user will then be shown a page that provides a             secure connection for credit card information. The user will be             asked to give the credit card number, type (VISA, MasterCard, AMEX,             Discover), and expiration date.

      6.    Credit card validation: The credit card is validated, and the user             is given confirmation that they are about to be charged for the             requested full text article(s) and/or journal subscription(s).

      7.    Fax delivery/other purchase options: An option to have the article             faxed to them for an additional fee (to be determined) is also             offered.

      8.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      9.    Transaction cancellation: If the user cancels the transaction, then             they are returned to the abstract of the article.

      10.   Content access: After the user confirms the charge, s/he is given             access to the content for a specified period of time (hours/days to             be determined.)

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        6

USER SCENARIOS                                                         PURCHASES - --------------------------------------------------------------------------------





            Articles are provided to the user in both PDF and HTML format

- -------------------------------------------------------------------------------- Purchases - --------------------------------------------------------------------------------

      The scenarios below outline single document purchases. There also will be       a facility to purchase multiple documents in a shopping basked like       manner.

Single Document Purchase Registered User with CC Information

      In this scenario, a registered user requests a document to which they do       not currently have access. For example, they may be viewing an abstract       from a journal that is not part of their subscription, or they may be       referencing a new document (full text) In this scenario we assume that the       user has a credit card on file or an open purchase order (PO).

      1.    Registration update: At the end of an abstract, a link is provided             which enables the user to purchase a related document or product             (i.e., full text article, journal subscription, book, etc.) The link             brings the user to a page that offers purchase options, lists the             price of the full text article and allows registered users to enter             their user name and password. Non-registered users would have to             register in order to enter credit card information.

      2.    Login: Registered users will log on, confirming registration. Then             they will be shown a price confirmation and delivery options.

      3.    Optional fax delivery: If the requested document is an article, the             user will be offered an option to have the article faxed for an             additional fee (to be determined).

      4.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      5.    Transaction cancellation: If the user cancels the transaction, they             are returned to the abstract of the article.

      6.    Content access: After the user confirms the charge, s/he is given             access to the content for a specified period of time (hours/days to             be determined.)

            Articles are provided to the user in both HTML and PDF formats.

Single Document Purchase Registered User without CC Information

      In this scenario, a registered user requests to see a document to which       they do not currently have access. For example, they may be viewing an       abstract from a new journal and decide they would like to subscribe. In       this scenario, we assume that the user does not have a credit card on file       or an open PO.

      1.    Registration update: At the end of an abstract, a link is provided             which enables the user to purchase a related document or product             (i.e., full text article, journal subscription, book, etc.) The link             brings the user to a page that offers purchase options, and lists             the price of the full text article. The user will be asked to a)             register, or b) login.

      2.    Login. Registered users will login.

      3.    Credit card info: Then if they do not have credit card information             on file or if their credit card has expired, they will be shown a             page which provides a secure connection for credit card information.             The user will be asked to give the credit card number, type (VISA,             MasterCard, AMEX, Discover), and expiration date.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        7

USER SCENARIOS                                                         PURCHASES - --------------------------------------------------------------------------------

      4.    Credit card validation: The credit card is validated, and the user             is given confirmation that they are about to be charged for the             requested full text article(s) journal subscription(s), etc. (Any             relevant discounts will be shown on screen at this time.)

      5.    Optional fax delivery: If the requested document is an article, the             user will be offered an option to have the article faxed for an             additional fee (to be determined).

      6.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      7.    Transaction cancellation: If the user cancels the transaction, they             are returned to the abstract of the article.

      8.    Content access: After the user confirms the charge, he/she is given             access to the content for a specified period of time (hours/days to





            be determined).

            Articles are provided to the user in both HTML and PDF formats.

Single Document Purchase Registered User using Purchase Order

      In this scenario, a registered user requests a document to which they do       not currently have access and choose to pay via an existing purchase order       which they have set up with Blackwell/Munksgaard. If they do not have a       purchase order, they will be asked to contact Blackwell/Munksgaard.

      1.    Registration update: At the end of an abstract, a link is provided             which enables the user to purchase a related document or product             (i.e., full text article, journal subscription, book, etc.) The link             brings the user to a page that offers purchase options, and lists             the price of the full text article. The user will be asked to a)             register, or b) login.

      2.    Login. Registered users will login with an account that has been             tagged for all charges to be applied to an existing purchase order.

      3.    Purchase Order validation: The purchase order is validated to assure             that this charge will not go over the total amount on the purchase             order. The user is given confirmation that they are about to be             charged for the requested full text article(s). (Any relevant             discounts will be shown on screen at this time.)

      4.    Optional fax delivery: If the requested document is an article, the             user will be offered an option to have the article faxed for an             additional fee (to be determined).

      5.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      6.    Transaction cancellation: If the user cancels the transaction, they             are returned to the abstract of the article.

      7.    Content access: After the user confirms the charge, he/she is given             access to the content for a specified period of time (hours/days to             be determined.)

            Articles are provided to the user in both HTML and PDF formats.

Additional Subscription Purchase

      Online users will be provided with several opportunities throughout the       site to subscribe to other journals; these purchase options will be       inserted in areas that contextually will promote the likelihood of a sale.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        8

USER SCENARIOS                                                           LINKING - --------------------------------------------------------------------------------

      The following scenario provides an example of how the need for additional       full text articles and/or a journal subscription results in a sale.

      1.    Point of entry: A user reads an article in a journal to which they             subscribe. Searching for more information in this subject area, the             user clicks on the link to related articles.

      2.    Exposure to new journal: After viewing the list of related articles,             the user notes that the articles of the most interest are all in a             journal to which s/he does not currently subscribe. At this point             the user has a choice: s/he may either purchase the full text of             some or all the articles, or consider a subscription to the journal             itself, which will provide unlimited access to these and other             articles year-round. The user decides to find out more information             about the journal.

      3.    Journal description: All journal titles will be linked. When the             user clicks on a journal link, he/she will see a page that provides             a brief description of the journal, the frequency of publication,             and pricing information.

      4.    Purchasing procedure: The user decides to purchase the journal.             Since this user has already subscribed to at least one other             journal, his/her identification and credit card data are already             stored in the system.

            The user is given the option of charging the subscription to the             existing account, or entering new credit card information. (See             Credit Card Subscription Registration above).

      5.    Confirmation of purchase: Once the user has indicated which credit             card is to be charged, the purchase is charged and validated. The             user will then be shown a page that provides a receipt for the             journal subscription purchase. Confirmation of the purchase will             also be sent to the user via email.

      6.    Other tie-ins to purchase: After confirmation, the user may link to             his/her own custom page to find that the new subscription has been





            documented, and the custom page updated.

      7.    Next destination: At the end of the transaction, the user will be             shown the selected volume of the journal.

- -------------------------------------------------------------------------------- Linking - --------------------------------------------------------------------------------

Bibliographic Linking within an Article

      This scenario illustrates how a user would link to and from bibliographic       information contained within an article.

      1.    Reference links: Reference citations within all articles will be             linked to bibliographic references (or endnotes.) When the user             clicks on the citation in the article, a page showing the complete             listing of references for that article will be displayed.

      2.    Database links: When the user clicks on the MEDLINE link, s/he will             be shown the corresponding MEDLINE abstract for the cited article,             if the journal is indexed for inclusion in MEDLINE. (Similar             functionality will exist with ISI Web of Science).

      3.    Full text/Journal subscription purchase option: If full text is             available for the cited reference, it will be offered for purchase             at this point; journal subscription purchase may be offered as well.             Abstracts will also be available from the references. These purchase             options will be displayed along with pricing information. If the             user is not a subscriber to the cited journal, and chooses to             purchase the article, or subscribe to the journal, new pages

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        9

USER SCENARIOS                                  DELIVERY OPTIONS OTHER THAN HTML - --------------------------------------------------------------------------------

            leading them through the purchase process will automatically be             shown. (See Single Document Purchase and Additional Subscription             Purchase above.)

      4.    Subscription tracking: If the user is already a subscriber to the             journal that contains the selected article, the user will be             informed that they may access the article free.

      5.    Other reference options: All articles will also contain a side bar             which lists (and links to) other full text articles available within             the Blackwell/Munksgaard collection that references this article             (forward bibliographic references).

      6.    In Press Bibliographic Links: Links will not exist to bibliographic             references that are still in press. However, the system will check             regularly to link them once the article has been published.

      7.    Exit from abstract: The user will also be able to return to the             previous article from the abstract.

Related Information Links

      When viewing an article, the user will be provided with a side bar that       outlines several related links pertaining to the article they are       currently reading. In this scenario, we highlight some of the different       types of links that may be offered.

      1.    Author listing: The names of all authors of the current article will             be provided as links. When the user clicks on the link of a selected             author, s/he will be presented with a listing of other articles             written by that author. These titles will be linked to the             corresponding abstract and/or full text. If available, full text             purchase and/or PDF versions of the selected article will be             offered.

      2.    Related articles by subject: A listing of related linked subject             areas will also be provided. When the user clicks on these areas,             s/he will receive a listing of related articles searched by MeSH             headings and keywords.

      3.    Related published information: Users interested in reading other             published information related to the chosen article will find that             the side bar provides them with links to:

            a. Correspondence (letters, editorials, etc) pertaining to that             article

            b. Errata (article addenda, corrections, etc.) pertaining to that             article

      4.    Services: The user will also be able to take advantage of certain             services. One service will be the ability to email the URL of a             chosen article to a colleague. When the user chooses this option,             s/he will be presented with a page to enter an email address, and a             send button.





- -------------------------------------------------------------------------------- Delivery Options Other than HTML - --------------------------------------------------------------------------------

Downloading PDF

      For those full text articles available in PDF format, the user will be       given the option of PDF downloading.

      1.    Linked PDF option: On the article page, a link offering the PDF             option will be found. The users will have the option to download the             PDF file or have it emailed to them. If the user choose to download             the document they will be prompted to save it.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       10

USER SCENARIOS                                               SUBSCRIBER FEATURES - --------------------------------------------------------------------------------

      2.    Adobe instructions for downloading: If the user does not have             Acrobat installed, the download page will explain the need to             install the Acrobat plug-in. A link to Adobe for detailed             instructions on how to install the plug-in will be provided.

            If the user does not wish to download Acrobat at that time, the user             will be prompted to download to their hard drive. They may open the             PDF document after Acrobat has been downloaded at their convenience.

Fax Delivery

            Users who want the benefits of how an article appears in PDF, but             who do not wish to download the article in this format, can request             fax delivery of the article for an additional charge.

      1.    After confirming that the user wishes to purchase an article (or in             the case of subscriptions, displaying the record on screen), the             user selects the method of displaying the article: HTML, PDF, or             Receive via Fax. Because this is a premium option, the user will             be asked to confirm the additional fees for fax delivery.

      2.    The user then supplies their fax number.

      3.    To keep costs low, the article is relayed to a commercial fax             service, such as FaxNet, which sends the information via Web-based             fax to the user.

- -------------------------------------------------------------------------------- Subscriber Features - --------------------------------------------------------------------------------

User Access to their Custom Page

      Another free feature offered to Blackwell/Munksgaard subscribers is a       custom-designed page which will provide them with information tailored to       their unique areas of interest, as well as accounting of their       subscription plans and other services. The following are highlights of       features that may be offered to subscribers.

      1.    Initial log-in: The user accesses the Blackwell/Munksgaard Journals             home page. From this page there is a login link that requires the             user to enter their user name and password (if they are unable to             remember their user name and password, they may enter their email             address, which will then provide them with the correct login             information via return email). Once the correct information has been             entered, subscribers are brought to their custom page.

      2.    Custom Page features: The custom page will provide the user with:

            a. Subscription information: All subscription information pertaining             to the user's account will be provided, including: names of journal             subscriptions (listed and linked), pricing of each subscription, and             the duration of subscription.

            b. Updates on new content: Each subscriber will be provided with             updates on new content that correlates to their specified area(s) of             interest. This includes new journal articles, correspondence, news,             etc.

            c. Customer Service: Users can choose to change their password,             subscriptions, credit card information, etc. by accessing the             customer service area at any time. Users may also email questions             regarding their subscription in this customer service area.

            d. Searching: The user will have a variety of methods to track and             save searches from the custom page, including:

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       11

USER SCENARIOS                                                  JOURNAL FEATURES - --------------------------------------------------------------------------------





                  i) Entering searches from various journal sets (e.g., searches                   of just Blackwell/Munksgaard journals, or all journals in a                   related subject area.)

                  ii) Saved searches: The user will have the ability to view the                   last five documents reviewed or the last five subject area                   searches conducted.

                  iii) Collaborative filtering: In the future once an article                   has been read, a user may choose to review which related                   articles have been read by other users. A listing of the most                   frequently accessed articles in the topic will be provided.

                  (For a more detailed description of the searching                   capabilities, see the Searching category below.)

            e. Promotions and advertising: The user will be notified in the             Custom Page of any promotions that may be of interest (i.e.,             discount rates, product offers, society notices, etc.) In addition,             users will be able to view advertising pertaining to their interests             on this page.

            f. Interactive communication: This area will contain features that             allow users to communicate via email with Blackwell/Munksgaard. This             may be used, for example, to post notices of errata for articles. A             mechanism for acknowledging these notices will also be provided.

- -------------------------------------------------------------------------------- Journal Features - --------------------------------------------------------------------------------

      The following scenarios pertain to organization of the journals and their       various components on the Blackwell/Munksgaard site.

Journal Page

      Users will be able to access information pertaining to subscriptions and       other publisher information directly from the journal pages, which will be       customized for each specific journal. We recommend that these pages follow       a standardized format, including links to the following (where       applicable):

      a)    Publisher's home page: A link will bring the user to the home page             of the appropriate publisher of the journal, either             Blackwell/Munksgaard Science Ltd., Blackwell/Munksgaard Science             Inc., or Munksgaard.

      b)    Society's home page: If the journal is published for a society,             users will be able to directly link to the society's home page

      c)    Journal information: Information regarding publication cycles and             other publication information will be provided via this link.

      d)    Journal subscriptions: If a user wishes to find detailed information             about subscribing to journals, this link will bring them to a page             which will provide pricing information, etc.

      e)    Journal listing by publisher: This link will provide the user with a             complete listing of journals, categorized by publisher

      f)    Listing of available back issues: For users wishing to search             previous journal issues, this link will show a listing of back             issues available

      g)    Current table of contents: Users will be able to quickly access the             most current table of contents from this link

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       12

USER SCENARIOS                                                  JOURNAL FEATURES - --------------------------------------------------------------------------------

      h)    Submission information: Prospective authors will find author's             guidelines and other submission information at this link

      i)    Letter to the editor via email: Users who wish to contribute             opinions to the journal editor will be able to link to a pop-up             email window, and send correspondence via email. This is optional.

      j)    Email to support: This link will provide users with the opportunity             to ask questions or request information from support staff via email

      k)    Copyright statements: All pertinent copyright information and legal             disclaimers will be provided via this link

Issue Listings

      Issues will be displayed in the following manner:

      a)    Organization of journals: Journals will be organized by volume,             beginning with the most recent publication, and then catalogued in             descending chronological order, grouped by year.





      b)    Supplements: Any supplemental issues will be grouped with the             appropriate volume.

      c)    Listing by topic or theme: Each journal listing will also indicate             relevant topics or themes and page ranges where applicable.

      d)    Accessibility: Users will be able to access these journal volumes             from both their custom pages, as well as journal cover pages.

Table of Contents

      Tables of Contents will be displayed in the following format:

      a)    The table of contents list the articles published in the issue by             page number

      b)    Each article listed contains the title (or title abbreviation for             longer titles), primary author(s) as well as page numbers.

      c)    From the article listing there will be links to the abstract, full             text, PDF versions of the article and supplemental information.

      d)    Prices of the full text and PDF versions may also be listed.

Abstract

      All Blackwell/Munksgaard journal abstracts will be displayed in the       following format:

      a)    Title

      b)    Source

      c)    Author

      d)    Abstract

      e)    Address

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       13

USER SCENARIOS                                                  JOURNAL FEATURES - --------------------------------------------------------------------------------

      f)    Keywords

      g)    Article Type (Case report, review, rapid publication, original             article).

      h)    If applicable, both the MEDLINE Unique Identifier and MeSH terms             will be available

Full Text

      As users read full text documents, they will be able to access the       following feature enhancements:

      a)    Linked references: References cited within the body of the article             will be linked to the bibliographic references (endnotes) for that             article. A link from the bibliographic reference to the abstract             (pulled from secondary databases, reference databases), if             available, is provided. If the corresponding article is available             online in the Blackwell/Munksgaard collection, a link to the             full-text with option to purchase will be provided.

      b)    Publication listing by author: All primary authors of the article             will be listed. The name of each author will be linked so that if             the user selects the author's name, a listing will be provided of             other available articles written this author. Again, these articles             in turn will be linked to their corresponding abstracts. If the             corresponding article is available online in the             Blackwell/Munksgaard collection, a link to the full-text with option             to purchase will be provided.

      c)    Link by keywords: The user will be provided with an option to search             for other related articles by keyword.

      d)    Email option: If a user would like to send a link to the abstract to             a colleague, an email window will be available. The user only needs             to type in the destination email address, and an automatic message             providing the article title and corresponding URL of the abstract             will be sent.

      e)    Supplemental Information: Links to supplemental information related             to the article will be presented if the information is available.

Email version of Table of Contents

      A valuable reminder of newly released publications is the table of       contents email option. If users choose this feature (usually done during       subscription registration and payment), they will be sent the new table of       contents for each journal to which they have subscribed. This feature will       be available to both subscribers as well as non-subscribing users.





      This scenario shows what a user can do after receiving an emailed version       of the table of contents. The scenario has two parts: one for text-based       email, the other for HTML enabled email.

Text Email

      1.    Receipt of email announcement: User receives an email message and             opens it in their email reader.

      2.    Table of contents listing: The message contains the table of             contents of the newly published issue of the journal.

      3.    URL linking: The email contains the URL for the Blackwell/Munksgaard             site. This link will be live in most email readers, and will bring             the user directly to the online version of the table of contents.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       14

USER SCENARIOS                                                         SEARCHING - --------------------------------------------------------------------------------

      4.    Article linking: Once the user accesses the table of contents, s/he             will find that all titles are linked to abstracts and the online             full text article.

HTML Email

      1.    Receipt of email announcement: The user receives an HTML based email             message, and opens it in their HTML enabled mail reader (e.g.,             Outlook Express, Outlook 98, Netscape 3.x and higher).

      2.    Table of contents: The message contains the complete table of             contents, and may be viewed exactly as it would look on the web             site.

      3.    URL linking: The email contains the URL for the Blackwell/Munksgaard             site. This link will be clickable in most email readers, and will             bring the user directly to the online version of the table of             contents.

      4.    Article linking: Once the user accesses the table of contents, s/he             will find that all titles are linked to abstracts and the online             full text article.

- -------------------------------------------------------------------------------- Searching - --------------------------------------------------------------------------------

      The capacity to search using a variety of keywords and subject headings is       of critical importance to users, and is an especially important feature of       the Blackwell/Munksgaard site.

      Users will have the ability to select which set of journals to search.       Some example sets are: All Full Text Journals, All Subscribed Journals,       and Journals by particular Publisher. Searches that return a single       document will forward the user to the abstract or full text if they have       access to the full text.

      The following scenarios outline several ways in which a subscriber may       search for content. In addition to offering different types of searching       mechanisms (i.e., quick searches through advanced searches), users will       also be able to access the searching capability from various areas of the       site. The following scenarios outline some of the search possibilities.

Quick Search

      A Quick Search enables the user to search on a topic (e.g., insulin       pumps) and obtain a listing of areas where this topic is cited.

      1.    From custom page: From the custom page, users would enter a keyword             or phrase in the quick search box. The user would select the All             Subscribed journal set, and then submit the query.

      2.    Results: The search returns a listing of all articles; each linked             to the full text, PDF, and the abstract where available.

      3.    Save Query: On the results page, the user would have the option of             saving the query. This adds the query to the user's customized page.

Searching Full Text

      Another option is to search the entire full text of a document for       specific terms. The following is a sample of how this search could be       conducted from the user's custom page.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       15

USER SCENARIOS                                                     CUSTOMER HELP - --------------------------------------------------------------------------------





      1.    Advanced search option: The user selects the advanced search option             from the search box.

      2.    Document choice: The user decides to view only abstracts; s/he             selects this choice from the pull down list of available fields to             search.

      3.    Subject choice: The user chooses the keyword or phrase they wish to             search, (e.g., lispro or Humalog), and enters it into the advanced             search form. This criterion is then added to the query.

      4.    Journal choice: The user then selects the journal set to search, and             selects the All Full Text Journals option. The query is then             submitted.

      5.    Results: The results contain a listing of all full text articles             available that match the user's search criteria. Included in this             list is the price of each full text document that references these             keywords, with the option to download. In addition, the entries that             the user has subscription access to would be noted. Results can be             ordered by relevancy, date, author and journal title.

            The user has the ability to save the query.

Finding an Article Cited Elsewhere

      This scenario provides the user with HealthGate's Citation Finder       Technology. It allows a subscriber the ability to quickly locate the       abstract (and the full text if available) from a bibliographic reference.

      1.    Access from custom page: From the registered subscriber's customized             page, s/he selects the Citation Finder option. The Citation Finder             page is pre-loaded and has a field for entry of the citation. The             user can either input the citation information or copy and paste             it into the appropriate fields. The Citation Finder does not require             information in all fields to execute a search successfully.

      2.    Search criteria: The user then selects the fields, or information,             which s/he wants to search. Examples of these fields include author,             journal name, year, volume, issue, article title, and all fields.             For this example, the user selects author, article title, and             journal name.

      3.    Results: The user submits the query. If an exact match is found, the             abstract will be provided. If not, the user is presented with a list             of matches from which to select.

- -------------------------------------------------------------------------------- Customer Help - --------------------------------------------------------------------------------

      Blackwell/Munksgaard will have administrative access to these features.       All access will be recorded to monitor any possible abuse.

Forgotten Password

      When a user forgets his/her password, the system provides a mechanism for       the user to look up and find their password without calling customer       service. This scenario shows how that is accomplished:

      1.    On the login page, a user who has forgotten their password selects             the link forgotten password.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       16

USER SCENARIOS                                                     CUSTOMER HELP - --------------------------------------------------------------------------------

      2.    The user is asked to complete a form where the required information             is user name, first name, and last name.

      3.    The system will search the user database to see if there is a match.             If there is a match, the system will send the user's password to the             email address on file. The system will then tell the user that their             password is being sent to them via email.

      4.    If there is not a match, the system will prompt them to try again or             allow them to search for user name and password.

Forgotten User Name and Password

      When a user forgets his/her password, the system provides a mechanism for       the user to look up and find their password without calling customer       service. This scenario shows how that is accomplished:

      1.    On the login page, a user who has forgotten their password selects             the link forgotten password.

      2.    If they do not remember their user name, the user is prompted to             enter their first name, last name, and email address.

      3.    The system will compare the information supplied by the user against             the user database and email both the user name and password to the





            address on file if there is a match.

      4.    If there is not a match, the user is instructed to either try again             or contact customer service.

Changing Password

      Users often want to change their password. The system gives them an easy       way to do so.

      1.    From the user's personal profile page, the user selects the link to             Modify Profile.

      2.    The Modify Profile page will allow them to go to a change password             form.

      3.    This form will ask the user to type their current password, then             enter a new password. To confirm, the user is asked to type their             new password again.

      4.    Upon correct entry (the old password matched the one on file and the             two new passwords matched), the password will be updated and the             user will be told that the change has been made.

      5.    If the entry is not correct then the user will be prompted to try             again.

Changing Email Address

      Users often want to change their email address. The system gives them an       easy way to do so.

      1.    This feature is available in several places, such as the Modify             Profile page and the regularly scheduled email messages sent by the             system to the user.

      2.    From the Modify Profile page, the user would select a link to change             their email address. From an email message, the user selects the             link embedded in the email. When accessing the appropriate page via             the email link, the user will be prompted for user name and             password.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       17

USER SCENARIOS                                                CONTENT MANAGEMENT - --------------------------------------------------------------------------------

      3.    A form will ask for the users new email address (actually allowing             them to edit their old email address).

      4.    Upon successful entry, the email address is checked for validity and             an email message is sent the address for confirmation.

Changing Credit Card Number

      Users often want to change their credit card information on file. The       system gives them an easy way to do so. This method of updating the credit       card is also used when the credit card on file has expired. Customers with       expired credit cards are forced to enter a new credit card when they are       about to incur additional charges.

      1.    This feature is available from the Modify Profile page.

      2.    The user is connected to the secure server and asked to enter the             new credit card information.

      3.    The credit card is validated with a credit card clearing house.

      4.    If validated, the user is given a confirmation page.

      5.    If the card is not validated, the user is asked to try again.

Changing Other Information

      Users are able to change other information off the Modify Profile page       by selecting the appropriate link. Examples of other information that may       be changed are postal address, purchasing new subscriptions, and change       the format in which they received emailed information (HTML verses text).

- -------------------------------------------------------------------------------- Content Management - --------------------------------------------------------------------------------

Journal Setup

      The procedure to setup new journals and their initial entry into the       system must be initiated by Blackwell/Munksgaard. It is possible to setup       a journal manually or electronically. The manual procedure for setting up       a new journal entry is as follows:

      1.    The authorized Blackwell/Munksgaard employee establishes a             connection to the Administration side of the site.





      2.    When prompted, the employee enters the appropriate user             name/password and establishes a secure connection.

      3.    The employee selects the option New Journal and enters all             applicable information, such as title, copyright statements,             submissions, subscription, etc.

      4.    The employee enters Society information, if applicable, including             name, links, and board members.

Set Journal Price

      It is possible to setup a journal price manually or electronically. After       setting up the basic journal information, pricing criteria may be entered:

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       18

USER SCENARIOS                                                CONTENT PUBLISHING - --------------------------------------------------------------------------------

      1.    The authorized Blackwell/Munksgaard employee accesses the             appropriate journal (the journal must be setup using the Journal             Setup before establishing the journal price) and selects the option             Journal Pricing.

      2.    The employee then assigns the price in multiple currencies, any and             all subscription plans, including rates for print companion,             electronic only, and Society membership.

      3.    The employee then assigns pricing for each of the selected             currencies.

Set Document Price

      1.    The default for all document pricing is established by             Blackwell/Munksgaard. The Blackwell/Munksgaard employee may override             the default and establish a special price for documents from a             specific journal title.

      2.    To override the default document price, the employee accesses the             appropriate journal (the journal must be setup using the Journal             Setup before establishing the document price) and selects the option             Document Pricing.

      3.    The employee then assigns the revised price in various currencies             for document delivery.

      4.    The price may be revised to the default at any time by accessing the             journal and selecting the option to Restore Default Price.

Template Submission

      Initially, templates will be hand loaded by HealthGate Data Corp. to       insure security and consistency.

      To accomplish this, an FTP location will be provided to allow templates to       be copied over and reviewed (and tested) prior to releasing them.

- -------------------------------------------------------------------------------- Content Publishing - --------------------------------------------------------------------------------

Issue Loading

      1.    Loading upon receipt: All content for a new issue is loaded upon             receipt in a single directory.

      2.    Identification: A form is completed which indicates appropriate             journal, issue, and volume. It is also possible to enter this             information electronically.

      3.    Back-up: Upon submission, the content is copied to the content             repository, before conversion. This allows it to be referenced in             the future.

      4.    Conversion: The content is then converted to our internal Extensible             Markup Language (XML) format.

      5.    Storage: The XML version is then stored in the content repository.

      6.    Parsing: The XML is then parsed to add more information, including             tags to link bibliographic information and related information.

      7.    Storage of parsed content: This parsed XML version is also stored in             the content repository.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       19

USER SCENARIOS                                                THIRD PARTY ACCESS - --------------------------------------------------------------------------------





      8.    Conversion to HTML: An Extensible Style Language (XSL) template is             used to convert the file to HTML.

      9.    HTML on staging: The HTML version is made available on the staging             server.

Issue Review

      1.    The issue is made available on the staging server

      2.    Email is sent to Blackwell/Munksgaard alerting the appropriate             personnel that the issue is available for review.

      3.    An employee wishing to review the issue would log on to the staging             server, and select the content they wish to review. This is limited             to authorized users only. Authorization is by group of journals.

      4.    The content is presented to them in the same way it is shown to an             end user. However, they also have access to a tool bar (in a frame).             The tool bar allows them to approve the content as well as adjust             some of the properties of the article.

      5.    They can change the price or approve the article for release.

Issue Release

      An issue will be released automatically on the assigned electronic       publication date if all the articles contained in the issue have been       edited and approved for release. Blackwell/Munksgaard will be alerted to       content that has not be reviewed after a predetermined amount of time.

      A Blackwell/Munksgaard employee would access the Journal Publishing       System, a secure area, and go to the System Control area.

      1.    A list of issues that are ready or awaiting publication would be             available. When an issue is selected, the listing of properties for             that issue will be presented.

      2.    The user would be able to adjust any of the properties.

      3.    To publish the issue, the user would set the publication date to the             following day.

- -------------------------------------------------------------------------------- Third Party Access - --------------------------------------------------------------------------------

General

      Creating an abstract-only export: To create an abstract-only export, a       Blackwell/Munksgaard employee will need to determine the list of journal       abstracts to be included for extract, the formatting of the extract, and a       user profile of which third parties will have access to the extract file.

      1.    Criteria: Once the above information has been determined, the             following information will need to be entered:

            a. Frequency of updating abstract information,

            b. Packaging method (tar, zip), push, pull or tape.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       20

USER SCENARIOS                                                         REPORTING - --------------------------------------------------------------------------------

      2.    Push extracts: For push extracts (extracts that are sent to someone             either via FTP or email), a user will have to enter the destination             email address, or the FTP server, directory, user name and password             to use.

      3.    Pull extracts: For pull extracts (extracts that require someone to             pull the content off the journal server), a user will have to enter             the user name and password that the third party will use to retrieve             the content.

      4.    Tape based abstracts: Tape based abstracts will be handled similar             to FTP pulls except that they would be loaded to tape and sent via             postal service.

Abstracts Only (Headers)

      Some customers want the abstracts only. This will allow bibliographic       database to receive the information in electronic form rather than having       to re-key the documents. Ideally, all databases would also receive       information pointing them to the full text version of the documents. The       directory structure will also be included with this abstract. It is       possible to create a different directory structure and will have to be       handled on an ad-hoc basis.

      This scenario will be completed upon the supply of the final version of       the Blackwell/Munksgaard DTD.





Abstracts and PDF (Headers and PDF)

      This type of export would use the same DTD as the abstracts only, but       would include a reference to the PDF file inside each header. This extract       would obviously also include the PDF files.

Full Text Blackwell/Munksgaard DTD

      This export will take the Blackwell/Munksgaard SGML files in full as well       as graphic files and PDF files.

Full Text in Ovid's DTD

      This export will convert the full text to Ovid's DTD and includes the       graphic files and PDF files.

Delivery Options for Third Parties

      Third parties will have the option to receive information via HTTP, FTP       (either sent to them or picked up), tape (4mm, 8mm, DLT) or CD-ROM.

- -------------------------------------------------------------------------------- Reporting - --------------------------------------------------------------------------------

      This section defines some of the reports available to       Blackwell/Munksgaard. It is expected that customization of reports will       continue to be refined over the duration of the project. This will allow       both HealthGate and Blackwell/Munksgaard to make necessary adjustments. As       a future direction HealthGate will provide direct access to the SQL       database (via ODBC or similar methods).

User

      Each time an authorized user logs on, information regarding their usage,       purchases and transactions will be tracked. From this data, reports may be       compiled to include the following:

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       21

USER SCENARIOS                                                       INTEGRATION - --------------------------------------------------------------------------------

      o     Last usage: This information indicates when the user last accessed             the system

      o     Number of subscriptions per user: Will list how many subscriptions             and the title of each journal subscription that the user has bought

      o     Number of documents delivered (excluding subscriptions): The number             of documents (such as full text articles, etc.) purchased by the             user will be reported

      o     Number of documents read within a subscription: This will provide a             feature unique to the online medium; for the first time, editors             will be able to track which articles were viewed with the most             interest by their readers within a subscription.

      o     Accounting of all charges: Reports will have the capacity to reflect             accounting of all accrued charges by subscribers, document delivery,             etc.

Content

      Each time an article is accessed by an authorized user, information       regarding usage, purchases and transactions will be tracked. These reports       could be grouped by abstract, article, issue, volume, journal and       publisher. From this data, reports may be compiled to include the       following:

      o     Number of documents read by subscribers: The number of times each             document (full-text article) from a specific issue is accessed by             subscribers

      o     Number of documents read by non-subscribers: The number of times             each document (full-text article) from a specific issue are             purchased by non-subscribers

      o     Advertisements shown per issue: The specific advertisement and             number of times displayed from each issue.

      o     Accounting of all charges: Reports will have the capacity to reflect             accounting of all accrued charges by subscribers, document delivery,             etc. associated with a specific issue

      o     Title and number of subscriptions: The number of subscriptions for             each journal

- -------------------------------------------------------------------------------- Integration - --------------------------------------------------------------------------------

HeathMill or Other Subscription Systems to HealthGate Connection





      On a regular basis, the following information will be transferred to the       publishing system. The information will be in a format to be determined.       Each user record can include the following information:

      o     User Information

            o     Update/Add/Delete Flag

            o     HeathMill Account Number

            o     Name (first, middle, surname)

            o     Address Information

            o     Email Address

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USER SCENARIOS                                                       INTEGRATION - --------------------------------------------------------------------------------

      o     Contracts (Subscriptions)

            o     Account Number

            o     Group, Society, and type of membership

            o     Expiration Date

            o     Start Date

            o     Volume and Issue Start

            o     Volume and Issue End

      o     Journal List

            o     Short Code

            o     Subject Code

            o     ISSN Electronic Version

            o     ISSN Print

            o     Price Band

HealthGate to HeathMill or Other Subscription Systems

      HealthGate will send back to HealthMill the user and subscription       Information from above.

Integration to JPMS

      For integration to JPMS, the Publishing System will send messages each       time an issue completes the following stages:

            o     Received

            o     Loaded

            o     Staging

            o     Review Complete

            o     Live

      These messages will contain the following information:

            o     Message Code (Received, Loaded, Staging, Review, Live,                   Deleted)

            o     ISSN (both electronic and paper)

            o     Journal Short Code

            o     Volume

            o     Issue

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       23

USER SCENARIOS                                                      FUTURE ITEMS - --------------------------------------------------------------------------------

            o     Date

            o     Scheduled Publication Date

            o     Actual Publication Date (if known)





      In the event that an article is withdrawn, a message containing the       following will be sent:

            o     Message Code (Staging, Review, Live, Deleted)

            o     ISSN (both electronic and paper)

            o     Journal Short Code

            o     Volume

            o     Issue

            o     Article

            o     Page range

            o     Date

Integration with Blackwell/Munksgaard Web Site(s)

      The system will provide an interface to access table contents, abstracts       and full text articles programmatically. The interfaces will require the       following information:

            o     ISSN (either electronic or print) or Blackwell/Munksgaard                   Journal Code

            o     Volume

            o     Issue

            o     Page or Article Title (only for abstract and full text)

      The interface will be similar to the following:

      http://servername/abstract?issn=1234-123456&volume=2&issue=3&page=5

- -------------------------------------------------------------------------------- Future Items - --------------------------------------------------------------------------------

      This section contains a list of features, which HealthGate will deliver       outside of the deadlines agreed upon in the contract. Some of these items       may have additional charges due to licensing of software and content.

      In the future HealthGate will provide the following features:

      o     Electronic forums at the Journal Level.

      o     Links to pharmaceutics, company names, people, and software.

      o     Method of linking terms to encyclopedias.

      o     Delivery of equations in a format that Mathematica can use.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       24

USER SCENARIOS                                                      FUTURE ITEMS - --------------------------------------------------------------------------------

      o     The system will provide the ability to check whether a user is             concurrently logged on from multiple locations to prevent fraudulent             use.

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       25

                                   SCHEDULE 2

Use Fees

HealthGate will charge for Downloads of the material, as follows:

Type of User               Fee per Download    Max. per User/Title/Year - ----------------------------------------------------------------------- Institution:               $0.10               $20.00 Individual:                $0.05               $10.00 Member:                    $0.01               $1.00

Download is defined as retrieval of a full-text article, there will be no charge for searching and browsing of tables of contents and abstracts. These usage charges will be billed on 1 January, 1 April, 1 July, 1 September and 31 December 1999, on payment terms of 60 days. 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
Example Output:
If HealthGate fails to complete the System development by the System             Completion Date, unless such failure results from the Publishers'             default in performing its obligations under this Agreement or from             an extension of time agreed in writing, the Publishers may in their             discretion notify HealthGate accordingly, and if such failure is not             remedied within 28 calendar days, HealthGate, recognising the loss             caused to the Publishers, will on demand from the Publishers pay to             the Publishers a sum calculated at the rate of 1% of the value of             the contract in respect of every 28 days which elapse from the             System Completion Date to the actual date of completion of the             System. Such sums of money will be paid by HealthGate to the             Publishers not as a penalty but as and for the ascertained and             liquidated damages owing and payable by HealthGate to the Publishers             by reason of such failure to meet the System Completion Date.