In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Q: Exhibit 10.1

TRANSPORTATION SERVICES AGREEMENT

THIS TRANSPORTATION SERVICES AGREEMENT (this Agreement) is dated as of June 11, 2015, by and between Marathon Petroleum Company LP (Shipper) and Marathon Pipe Line LLC, a Delaware limited liability company (MPL), both referred to jointly as the Parties and each individually as a Party.

WITNESSETH

WHEREAS, MPL owns and operates a common carrier pipeline system originating in Ohio, as further depicted on Exhibit A, that will provide both interstate and intrastate common carrier transportation services; and

WHEREAS, MPL also operates the assets of Ohio River Pipe Line LLC, a Delaware limited liability company (ORPL) and an affiliate of MPL. ORPL is the owner of a common carrier pipeline system originating in Ohio, as further depicted on Exhibit A, that provides common carrier transportation services; and

WHEREAS, MPL and ORPL desire to combine their systems (together referred to as the Pipeline) under a Joint Agreement (as defined below) in order to undertake certain improvements to provide expanded capacity on portions of the Pipeline and install additional infrastructure to other portions of the Pipeline pursuant to a multi-phase capital project (the Project); and

WHEREAS, MPL and ORPL conducted a joint binding open season with the understanding that MPL will file a joint tariff, commencing approximately 30 days prior to the in-service date of the Project, seeking binding commitments on the Pipeline; and

WHEREAS, Shipper responded to the binding open season and desires to commit to transport a specified volume of Product (as defined below) on the Pipeline over a multi-year period to destinations as provided in Exhibit C, subject to and upon the terms and conditions of this Agreement; and

WHEREAS, in exchange for the commitment by Shipper to transport a specific volume of Product on the Pipeline over a multi-year period, MPL will charge the rates as provided for in Exhibit B; and

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

1. Definitions

Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries' controls, is controlled by or is under common control with, the Person in question.

Applicable Law means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect. Barrel means forty-two (42) U.S. gallons measured at sixty (60) degrees Fahrenheit.

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Change in Law means the adoption, implementation or amendment of any Applicable Law by any Governmental Authority after the Effective Date that causes MPL to incur additional expenses in order to operate the Pipeline in compliance with such Applicable Law.

Change in Law Event means the occurrence of a Change in Law that necessitates the expenditure of Compliance Costs.

Compliance Costs means the expenses in excess of $1,000,000 for a Change in Law Event, related specifically to the Department of Transportation, Pipeline and Hazardous Materials Safety Administration or Homeland Security, incurred by MPL to comply with a Change of Law, irrespective of whether such expenses are to be incurred as a onetime expenditure or periodically for an extended period. The definition for Compliance Costs shall in no way revise or modify the definitions of Change in Law or Change in Law Event.

Contract Year means the period beginning on the project in-service date in conjunction with the FERC tariff filing, and ending 365 days later (366 days later for any such period that includes a February 29.)

Confidential Information means any proprietary or confidential information that is competitively sensitive material or otherwise of value to a Party or its Affiliates and not generally known to the public, including trade secrets, scientific or technical information, design, invention, process, procedure, formula, improvements, product planning information, marketing strategies, financial information, information regarding operations, consumer and/or customer relationships, consumer and/or customer identities and profiles, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of a Party or its Affiliates and the consumers, customers, clients and suppliers of any of the foregoing. Confidential Information includes such information as may be contained in or embodied by documents, substances, engineering and laboratory notebooks, reports, data, specifications, computer source code and object code, flow charts, databases, drawings, pilot plants or demonstration or operating facilities, diagrams, specifications, bills of material, equipment, prototypes and models, and any other tangible manifestation (including data in computer or other digital format) of the foregoing; provided, however, that Confidential Information does not include information that a receiving Party can show (a) has been published or has otherwise become available to the general public as part of the public domain without breach of this Agreement, (b) has been furnished or made known to the receiving Party without any obligation to keep it confidential by a third party under circumstances which are not known to the receiving Party to involve a breach of the third party's obligations to a Party or (c) was developed independently of information furnished or made available to the receiving Party as contemplated under this Agreement.

Construction Costs means all costs and expenses incurred by MPL in connection with the Project, including, without limitation, those costs relating to design, asset modification or enhancement and developmental costs, whether internal or external. Such costs include all expenditures that have been committed to by MPL via purchase order, contract or otherwise, even if MPL has not remitted funds for the goods or services that are the subjects thereof.

Construction Cost Reimbursement has the meaning set forth in Section 10.5.

Day means a period of twenty-four (24) consecutive hours commencing 12:00 a.m. Central Standard Time, or such other period upon which the Parties may agree.

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Deficiency Volume has the meaning set forth in Section 3.5.

Deliveries means the volume of Product delivered through the Pipeline.

Effective Date has the meaning set forth in Section 2.1.

Election Deadline has the meaning set forth in Section 6.6.

Expansion Notice has the meaning set forth in Section 6.6.

Expansion Volume Commitment has the meaning set forth in Section 6.6.

Extension Period has the meaning set forth in Section 2.2.

FERC means the Federal Energy Regulatory Commission.

Force Majeure means acts of God, fires, floods, storms; compliance with orders of courts or Governmental Authorities; explosions, wars, terrorist acts, riots, strikes, lockouts or other industrial disturbances; accidental disruption of service; breakdown of machinery, storage tanks or pipelines and inability to obtain or unavoidable delays in obtaining material or equipment; and similar events or circumstances, so long as such events or circumstances are beyond the affected Party's reasonable control and could not have been prevented by the affected Party's due diligence; provided, however, that a Party's failure to pay any amounts due hereunder shall not constitute an event of Force Majeure.

Force Majeure Notice has the meaning set forth in Section 5.1.

Force Majeure Period has the meaning set forth in Section 5.1.

Governmental Authority means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.

Initial Term has the meaning set forth in Section 2.2.

Joint Agreement means the agreement between ORPL and MPL to undertake certain improvements to provide expanded capacity on portions of the ORPL systems and install additional infrastructure to portions of the MPL systems pursuant to a multi-phase capital project. This agreement will also establish a joint tariff between ORPL and MPL, which derives both entities local movements and rates. MPL will ultimately file the joint tariff.

Monthly Commitment has the meaning set forth in Section 3.6.

Person means any individual, partnership, limited partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.

Pre-Service Increase Request has the meaning set forth in Section 3.9.

Prepaid Transportation Credits has the meaning set forth in Section 3.6.

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Product means the commodities commonly associated as specialty petroleum products, specifically condensate, natural gasoline, and diluent. Product may also include liquefied petroleum gas commodities such as butane. Product, as designed in this Agreement, does not refer to finished gasoline and diesel products.

Project Capacity means the aggregate of each system's total capacity that is made available for Product movements by means of the Project, by either expanding existing pipelines or building new pipelines.

Proportionate Share means, at any given time, the percentage equal to Shipper's volume commitment divided by the total volume commitments at such time.

Quarter means the three (3) calendar month periods, or portion thereof, commencing January 1, April 1, July 1 and October 1 of each year during Term hereof.

Quarterly Volume Commitment means Shipper's commitment to ship, or otherwise pay for, each Contract Year of the fifteen (15) year term of this Agreement, at posted Pipeline Tariff Rates as set forth in Exhibit B, which equals a total annual Product volume as determined from Exhibit C. With respect to the required quarterly volume, the volume of Product is equal to: (a) volume per day multiplied by; (b) the number of Days in such Quarter. The Quarterly Volume Commitment will be reduced proportionately for any partial Quarter during the Term.

Representatives has the meaning set forth in Section 7.1.

Requested Expansion Volume Commitment has the meaning set forth in Section 6.6.

Shipper Deliveries means the volume of Product that Shipper as the shipper of record delivered through the Pipeline.

Termination Notice has the meaning set forth in 5.1.

Tariff means the intrastate and/or interstate tariffs that set forth the rules, regulations and rates for services on the Pipeline, including supplements thereto and reissues thereof, under which Product is transported through the Pipeline.

Tariff Rates means the rates set forth in the Tariffs for transportation of Product on the Pipeline.

Term has the meaning set forth in Section 2.2.

Unsubscribed Capacity has the meaning set forth in Section 3.9.

1.1 The following Exhibits are attached to and incorporated into this Agreement: Exhibit A - Common Carrier Pipeline, including Origins and Destinations Exhibit B - Rate and Volume Commitment Table Exhibit C - Shipper's Submitted Capacity Request Form

2. Effective Date and Term

2.1 This Agreement is effective June 11, 2015 (the Effective Date). The Agreement shall continue through the project's in-service date and for a period of fifteen (15) years after the project's in-service date (Initial Term). MPL shall provide written notice to Shipper

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confirming the project's in-service date. Shipper acknowledges that the overall Project will be completed in several phases. New infrastructure will be completed first, with additional build-out projects and expansions completed in succession. MPL will provide a thirty (30) day notice to Shipper, notifying it of the actual in-service date for the included projects.

2.2 This Agreement shall be binding upon the Parties under the same conditions and provisions for a time period commencing on the Effective Date and shall continue through the Initial Term. This Agreement will automatically renew for up to two (2) renewal terms of five (5) years each (each, an Extension Period) unless either Party provides the other Party with written notice of its intent to terminate this Agreement at least six (6) months prior to the end of the Initial Term or the then current Extension Period. The Initial Term and Extension Period, if any, shall be referred to in this Agreement as the Term.

2.3 In the event Shipper does not wish to renew after the Initial Term or Extension Period or chooses to terminate the Agreement by written notice pursuant to Section 2.2, MPL reserves the option and right to hold a subsequent open season in which interested shippers can have opportunity to contract for resulting available volume, rate, and terms.

3. Volume Commitment and Quarterly Deficiency Charges

3.1 Shipper guarantees that during each Contract Year, Shipper will meet its Quarterly Volume Commitment or, in the event it fails to do so, shall remit to MPL the Quarterly Deficiency Payment pursuant to Section 3.5. All volumes moved by Shipper on the Pipeline will be subject to the applicable Tariff Rates and proration policies, as may be amended from time to time in accordance with FERC methodologies and as provided herein.

3.2 Shipper will have the opportunity to fulfill its Quarterly Volume Commitment on a calendar quarter basis for condensate, natural gasoline, and diluent service. These three Products are interchangeable from a volume commitment standpoint and shipping a total volume of any one or combination of these Products will be applied towards the Quarterly Volume Commitment. Should MPL proceed with butane service, Shipper will also have the opportunity to fulfill its Quarterly Volume Commitment on a calendar quarter basis for butane service, separate from condensate, natural gasoline, and diluent service.

3.3 Shipper shall be deemed to have shipped its Quarterly Volume Commitment on the Pipeline if the quantity of Product that Shipper ships on the Pipeline in any Quarter equals at least the Quarterly Volume Commitment for such Quarter.

3.4 Shipper agrees to pay MPL monthly: (a) the Tariff Rates in effect for all Shipper Deliveries transported by MPL on the Pipeline during such month; and (b) any loading, handling, transfer and other charges incurred with respect to such Shipper Deliveries for such month in accordance with the provisions as set forth in the Tariffs (or any other tariffs that may be applicable to such Shipper Deliveries). If the amount owed by Shipper is the subject of a good faith dispute, Shipper shall be obligated to pay only the undisputed portion of such amount pending the resolution of such dispute in accordance with this Agreement. Late payments of undisputed amounts shall accrue interest at a rate equal to two percent (2%) per annum, until paid. Such payments will be paid by Shipper to MPL within fifteen (15) Days of the invoice date or resolution of any dispute, if applicable.

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3.5 Subject to the provisions of Section 5 of this Agreement, if the volume of each Product shipped by Shipper on the Pipeline during the Quarter is less than the applicable Quarterly Volume Commitment for that Product then, in addition to paying any amounts incurred by Shipper pursuant to Section 3.4 with respect to Shipper Deliveries for such Quarter, Shipper shall also pay MPL a deficiency payment (the Quarterly Deficiency Payment); equal to the product of:

(a) the difference between the applicable Quarterly Volume Commitment for that Product for such Quarter and the volume of Shipper Deliveries of that Product on the Pipeline for such Quarter (the Deficiency Volume); and

(b) the applicable Tariff Rate for that Product for such Quarter.

Each Product to which the Shipper is obligated to move as part of its committed volumes will be added together for one total Quarterly Deficiency Payment.

Shipper's transportation of commodities outside this Agreement's definition of Product will not satisfy the obligation to move committed Product volume. All Product barrels moved by Shipper in excess of its Quarterly Volume Commitment will be attributed to Shipper's movements on the Pipeline as a Regular Shipper, subject to the applicable Rules & Regulations of the Tariff.

3.6 The dollar amount of any Quarterly Deficiency Payment paid by Shipper shall constitute prepayment for transportation of Product by Shipper on the Pipeline and will posted as a credit (Prepaid Transportation Credits) to Shipper's account for that type of Product. If, during any Quarter of the Contract Year, Shipper deliveries on the Pipeline exceed the applicable Quarterly Volume Commitment requirements, Shipper shall be permitted to apply Prepaid Transportation Credits against any amount due from Shipper and payable to MPL with respect to the transportation of volumes on the Pipeline for such Quarter. Any Prepaid Transportation Credits that are not used by Shipper during the four (4) Quarters immediately following the Quarter for which said Prepaid Transportation Credits were posted to Shipper's account (the Credit Period) will expire. Those Prepaid Transportation Credits that are in payment dispute in accordance with Section 3.4, shall be posted as a credit on the date the payment dispute is resolved. If during any such four (4) Quarter period the nominated volume on the Pipeline for any month equals or exceeds the applicable portion in the Quarterly Volume Commitment for the Pipeline for such month (the Monthly Commitment), but Shipper is prevented from shipping volumes in excess of the Monthly Commitment because of lack of available capacity, either because (a) the Pipeline is in allocation and Shipper is specifically subject to allocation per Exhibit C, (b) the Pipeline is undergoing testing, maintenance or repair, or (c) a Force Majeure has occurred that prevents MPL from transporting Shipper volumes on the Pipeline in excess of the Monthly Commitment, then the Credit Period shall be extended by an equivalent time period for which Shipper has been prevented from shipping volumes in excess of the Monthly Commitment. For the purposes of this Section 3.6, during the Term, if the Pipeline is in allocation for any portion of the month, the Pipeline will be considered to be in allocation for the entirety of such month.

3.7 Notwithstanding anything in Section 3.5 to the contrary, upon the expiration or termination of this Agreement for any reason to the extent that Shipper, at the time of such expiration or termination, holds any unused Prepaid Transportation Credits, Shipper shall be permitted to apply such Prepaid Transportation Credits against any amounts incurred by Shipper and

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payable to MPL with respect to any Shipper deliveries on the Pipeline until the expiration of the applicable Credit Period with respect to such Prepaid Transportation Credits. This Section 3.7 shall survive the expiration or termination of this Agreement.

3.8 Shipper may not apply Prepaid Transportation Credits on differing types of Products; i.e, a Shipper may not use Prepaid Transportation Credits received for butane service on condensate, natural gasoline, or diluent service, or vice versa. Condensate, natural gasoline, and diluent are interchangeable from a volume commitment standpoint and shipping a total volume of any one or combination of these Products will be applied towards the Quarterly Volume Commitment. Should MPL proceed with butane service, Shipper will also have the opportunity to fulfill its Quarterly Volume Commitment on a calendar quarter basis for butane service, separate from condensate, natural gasoline, and diluent service.

3.9 If, following the binding open season and prior to the in-service date of the Tariff, MPL determines that it has available capacity not subscribed to during the binding open season, not to exceed 90% of Project Capacity (Unsubscribed Capacity), to the extent permitted by Governmental Authority; MPL will provide Shipper the right to increase its Quarterly Volume Commitment as submitted on its Capacity Request Form on Exhibit C. MPL will provide at least sixty (60) days' advance written notice, simultaneously, to all shippers (including Shipper) who have executed a transportation service agreement during the binding open season of the availability and volume of Unsubscribed Capacity for additional volume commitments (the Additional Volume Commitments). No later than thirty (30) days following the date of MPL's written notice, Shipper must provide MPL with a written binding commitment identifying the additional volumes to be added to its Quarterly Volume Commitment (Pre-Service Increase Request). In the event MPL receives Pre-Service Increase Requests that are, in aggregate, less than or equal to the Unsubscribed Capacity, each shipper's volume commitment shall be increased by the volume of its Pre-Service Increase Request. In the event MPL receives Pre-Service Increase Requests that would, in aggregate, exceed the Unsubscribed Capacity, all Shippers will be allocated their Pre-Service Increases pro rata based on their then- current volume commitments. If Shipper makes a Pre-Service Increase Request, MPL shall notify Shipper of its new Quarterly Volume Commitment within thirty (30) days following receipt of Shipper's Pre-Service Increase Request, and Exhibit C shall be deemed revised to reflect Shipper's new volume commitment, which shall equal the sum of its original Capacity Request Form volume commitment and its Pre-Service Increase Request or its allocated portion thereof pursuant to this Section 3.9. If there is still Unsubscribed Capacity after shippers (including Shipper) exercise Additional Volume Commitments as set forth above, MPL may conduct a second open season to obtain additional volume commitments for any remaining Unsubscribed Capacity.

4. Transportation Charges

4.1 Shipper shall pay MPL a transportation charge for each Barrel of Product shipped under the terms of this Agreement and Exhibit C, at the rates provided for in Exhibit B, which shall be the Tariff Rates for the volume commitment on the Day of delivery of Product.

4.2 The rates in Exhibit B will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology in effect at the time of the escalation. There shall be no downward adjustment of the Rates in the event the annual FERC oil pipeline index rate is negative. Rates will typically be indexed during July of each year and would be first indexed in July of the year following project completion.

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4.3 If during the term of this Agreement, MPL becomes obligated as a result of a Change in Law Event to bear Compliance Costs, MPL shall have the right to increase the Tariff Rates on the Pipeline, including Shipper's committed rate as originally executed on Exhibit B in this Agreement or to impose a surcharge on its shippers (including Shipper) to recover such Compliance Costs. If MPL determines to recover any Compliance Costs from its shippers, it will do so in a manner that is reasonable and equitable to all shippers on the Pipeline.

4.4 A Committed Priority Shipper will receive transportation service exempt from prorationing provisions under normal operating conditions for its contractually committed volumes, in exchange for a commitment to transport (or pay for) those volumes, pursuant to the terms of this Agreement executed during the open season process. The rates vary depending upon project options, but in all instances will be $0.01 per barrel above the rates for uncommitted service for the same origin and destination points. A Committed Priority Shipper will have the same rates as the Committed Non-Priority Shipper (as defined below), unless the system in under prorationing. When under prorationing, the Committed Priority Shipper's rate will be charged the premium rate of $0.01 above the posted uncommitted rate. Shipper shall not be a Committed Priority Shipper solely through this Agreement. Shipper must submit a Capacity Request Form during MPL's binding open season (Exhibit C) which confirms the Shipper has elected Committed Priority Shipper Status.

4.5 A Committed Non-Priority Shipper will receive transportation service subject to prorationing provisions for its contractually committed volumes, in exchange for a commitment to transport (or pay for) those volumes, pursuant to the terms of this Agreement executed during the open season process. Those who elect to become a Committed Non-Priority Shipper will receive the benefit of discounted rates that will not be available to the Committed Priority Shippers or the uncommitted shippers. The rates will vary depending upon project options and commitment duration. MPL will not presume Shipper to be a Committed Non-Priority Shipper solely through this Agreement, unless the Capacity Request Form submitted by Shipper during MPL's binding open season (Exhibit C) shows the Shipper has elected Committed Non-Priority Shipper Status.

5. Force Majeure

5.1 As soon as possible upon the occurrence of a Force Majeure event, the affected Party shall provide the other Party written notice of the occurrence of such Force Majeure event (a Force Majeure Notice). A Party shall identify the full particulars and the approximate length of time that the Party reasonably believes in good faith such Force Majeure event shall continue (the Force Majeure Period). If a Party advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive months, then, subject to Section 10 below, at any time after a Party delivers such Force Majeure Notice, either Party may terminate this Agreement, but only upon delivery to the other Party of a notice (a Termination Notice) at least twelve (12) months prior to the expiration of the Force Majeure Period; provided, however, that such Termination Notice shall be deemed canceled and of no effect if the Force Majeure Period ends prior to the expiration of such twelve (12) months period. For the avoidance of doubt, neither Party may exercise its right under this Section 5.1 to terminate this Agreement as a result of a Force Majeure event with respect to any machinery, storage, tanks, lines of pipe or other equipment that has been unaffected by, or has been restored to working order since, the applicable Force Majeure event.

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5.2 Notwithstanding the foregoing, if Shipper delivers a Termination Notice to MPL and, within thirty (30) days after receiving such notice, MPL notifies Shipper that MPL reasonably believes in good faith that it shall be capable of fully performing under its obligations under this Agreement within a reasonable period of time, then the Shipper Termination Notice shall be deemed revoked and the applicable portion of this Agreement shall continue in full force and effect as if such Shipper Termination Notice had never been given.

5.3 Subject to Section 6 of this Agreement, MPL's obligation to transport on the Pipeline may be temporarily suspended during occurrences of, and for the entire duration of, a Force Majeure event that prevents MPL from transporting on the Pipeline. If MPL is unable to transport due to a Force Majeure event or otherwise, then Shipper's obligation to ship the applicable Quarterly Volume Commitment and pay the applicable Quarterly Deficiency Payment shall be reduced to the extent that MPL is prevented from shipping the full applicable Quarterly Volume Commitment. At such time as MPL is capable of transporting volumes equal to the full applicable Quarterly Volume Commitment on the Pipeline, Shipper's obligation to ship the full Quarterly Volume Commitment shall be restored.

6. Capabilities of the Pipeline System

6.1 MPL shall use reasonable commercial efforts to minimize the disruption of service on the Pipeline and any portion thereof. MPL shall promptly inform Shipper of any anticipated partial or complete disruption of service on the Pipeline, including relevant information about the nature, extent, cause and expected duration of the disruption and the actions MPL is taking to resume full operations, provided that MPL shall not have any liability for any failure to notify, or delay in notifying, Shipper of any such matters except to the extent Shipper has been materially prejudiced or damaged by such failure or delay.

6.2 Subject to Force Majeure, disruptions for routine repair and maintenance consistent with pipeline industry standards and any requirements of Applicable Law, MPL shall accept for shipment on the Pipeline in accordance with pipeline industry standard Product. Further, MPL shall maintain and repair all portions of the Pipeline in accordance with pipeline industry standards and in a manner which allows the Pipeline to be capable, subject to Force Majeure or temporary shutdown for pipeline testing and maintenance, of shipping, storing and delivering volumes of Product.

6.3 If the Shipper has agreed to pay, pursuant to Exhibit B and Exhibit C, a premium rate for transportation of Product on the Pipeline, the Shipper Deliveries shall not be reduced under normal operating conditions if the capacity for Product shipments is otherwise subject to prorationing in accordance with the prorationing provisions in MPL's Rules and Regulations Tariff.

6.4 If, for any reason, including without limitation a Force Majeure event, the capacity of the Pipeline is reduced, then (a) during such period of reduced capacity, Shipper's obligation shall be reduced as described above in this Section 6; and (b) within a reasonable period of time after commencement of such reduction, MPL shall make repairs to and/or replace the affected portion of the Pipeline to restore capacity. MPL shall use commercially reasonable efforts to continue to provide transportation of Product tendered by Shipper under the Tariffs while restoration is being completed. Any work performed by MPL pursuant to this Section 6.4

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shall be performed and completed in a good and workmanlike manner consistent with applicable pipeline industry standards and in accordance with all applicable laws.

6.5 Expansion of Pipeline. MPL reserves the right, at its sole discretion, to expand the capacity of the Pipeline at any time or from time to time.

6.6 Right of Shipper to Secure Expansion Capacity. In the event that MPL decides in its sole discretion to expand the capacity of the Pipeline, then:

(a) MPL will provide each Shipper with notice of such proposed expansion not less than one hundred and eighty (180) days prior to the expected in-service date of such proposed expansion (Expansion Notice) and such Expansion Notice shall include:

(i) the amount of the proposed expansion capacity;

(ii) the expected rates and rules and regulations that will apply to such expansion capacity;

(iii) the expected in-service date of such expansion/extension.

The costs of any expansion shall not be rolled into the rates associated with any Pipeline capacity existing prior to such expansion.

(b) To the extent permitted by Governmental Authorities, MPL will provide to each Shipper a first right, on terms and conditions specified by MPL that is consistent with this first right, to submit a binding nomination to ship, or otherwise pay for, a committed volume of Product on the expansion capacity (Requested Expansion Volume Commitment). The amount of expansion capacity available for volume commitments pursuant to this Section 6.6 shall not exceed ninety percent (90%) of the total expansion capacity. No later than sixty (60) days following the date of MPL's Expansion Notice, Shipper must commit to, in a form acceptable to MPL in MPL's sole discretion, its Requested Expansion Volume Commitment (Election Deadline). In the event that, pursuant to this first right, MPL receives binding commitments for volumes that exceed the expansion capacity available for committed volumes, each Shipper that submitted a binding commitment pursuant to this first right procedure shall be allocated the lesser of: (i) its Requested Expansion Volume Commitment, or (ii) the Shipper's pro-rata share of the expansion capacity available for committed volumes, which shall be calculated by multiplying (1) the Shipper's Proportionate Share, times (2) the expansion capacity available for committed volumes (Expansion Volume Commitment). MPL shall notify Shipper of its Expansion Volume Commitment within thirty (30) days following the Election Deadline, and the Parties shall promptly execute a new and separate transportation service agreement reflecting Shipper's Expansion Volume Commitment. Any calculation of an Expansion Volume Commitment shall be without regard to and shall not affect any Volume Commitment on pre-existing capacity.

(c) In the event that any expansion capacity available for committed volumes remains after the procedure set forth in Section 6.6 is completed, MPL has the right, in its sole discretion, to offer such committed capacity pursuant to an open season in which all interested shippers will be given an opportunity to commit to transport a specified volume of Product on such remaining expansion capacity, subject to the terms and conditions specified by MPL pursuant to or in connection with such open season.

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7 Confidentiality

7.1 From and after the Effective Date, each Party shall hold, and shall cause its Affiliates and its and their respective directors, managers, officers, employees, agents, consultants, advisors, contractors, and other representatives (collectively, Representatives) to hold all Confidential Information of the other Party in strict confidence, with at least the same degree of care that applies to such Party's confidential and proprietary information and shall not use such Confidential Information except in connection with its performance or acceptance of services hereunder and shall not release or disclose such Confidential Information to any other Person, except its Representatives. Each Party shall be responsible for any breach of this Section 7 by any of its Representatives.

7.2 If a Party receives a subpoena or other demand for disclosure of Confidential Information received from any other Party or must disclose to a Governmental Authority any Confidential Information received from such other Party in order to obtain or maintain any required governmental approval, the receiving Party shall, to the extent legally permissible, provide notice to the providing Party before disclosing such Confidential Information. Upon receipt of such notice, the providing Party shall promptly either seek an appropriate protective order, waive the receiving Party's confidentiality obligations hereunder to the extent necessary to permit the receiving Party to respond to the demand, or otherwise fully satisfy the subpoena or demand or the requirements of the applicable Governmental Authority. If the receiving Party is legally compelled to disclose such Confidential Information or if the providing Party does not promptly respond as contemplated by this Section 7, the receiving Party may disclose that portion of Confidential Information covered by the notice or demand.

7.3 Each Party acknowledges that the disclosing Party would not have an adequate remedy at law for the breach by the receiving Party of any one or more of the covenants contained in this Section 7 and agrees that, in the event of such breach, the disclosing Party may, in addition to the other remedies that may be available to it, apply to a court for an injunction to prevent breaches of this Section 7 and to enforce specifically the terms and provisions of this Section 7. Notwithstanding any other section hereof, the provisions of this Section 7 shall survive the termination of this Agreement.

8. Assignment

8.1 Neither Party may assign its rights under this Agreement without prior written consent from the other Party, which consent shall not be unreasonably withheld; provided, however, that either Party may assign its rights under this Agreement to a successor in interest resulting from any merger, reorganization, consolidation or as part of a sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the successors and assigns of the Parties hereto.

9. Representations and Warranties

9.1 Each Party to this Agreement represents and warrants to the other that it is an entity duly organized, validly existing and in good standing under the laws of the state of its organization and has all requisite corporate power and corporate authority to enter into this Agreement and to carry out the terms and provisions hereof.

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9.2 MPL shall take reasonable steps to obtain all necessary approvals, and authorizations of all Governmental Authorities to modify and operate the Pipeline, including approval by FERC of the rate structure and any premium service, and all other approvals and authorizations necessary, in MPL's sole opinion, desirable in connection with the provision of Product transportation, in each case, in form and substance acceptable to MPL in its sole discretion.

9.3 Shipper hereby agrees (a) to take all such actions and do all such things as MPL reasonably requests in connections with its application for, and the processing of necessary approvals and authorizations of the FERC and other governmental authorities, (b) at all times to support the rate and (c) to not, directly or indirectly, take any action that is designed to or may delay review or approval of the applications to FERC or any other Governmental Authority or indicate a lack of support for the modifications of the Pipeline or the rate.

10. Termination and Amendment

10.1 This Agreement may not be terminated, except as expressly provided herein, nor may any of its provisions be amended or waived without prior written consent of both Parties hereto.

10.2 Neither failure nor delay by MPL or Shipper to exercise any right or remedy provided herein shall operate as a waiver with respect to a future exercise thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

10.3 Except as otherwise provided in Section 10.5, in the event of any breach of a term or condition of this Agreement by either Party, the other Party's remedy shall be limited to the direct damages caused thereby and in no event shall a Party be liable to the other Party for any consequential, indirect, pecuniary, punitive, or economic damages, howsoever caused.

10.4 Upon termination of this Agreement for reasons other than a default by Shipper, pursuant to any provisions of this Agreement or any other termination of this Agreement initiated by Shipper pursuant to Section 5, Shipper shall have the right to require MPL to enter into a new transportation service agreement with Shipper that (a) is consistent with the terms and objectives set forth in this Agreement and (b) has commercial terms that are, in the aggregate, equal to or more favorable to Shipper than fair market value terms as would be agreed by similarly-situated parties negotiating at arm's length provided.

10.5 Shipper acknowledges that MPL will incur certain building, expansion and improvement costs associated with its performance under this Agreement prior to the commencement of transportation service on the Pipeline. Shipper also acknowledges that MPL relied on the volume commitments received from Shipper on its Capacity Request Form in Exhibit C as part of an aggregate volume commitment received from all committed shippers during the binding open season to finalize the Project's ultimate scope, including but not limited to, pipe size, routing and destinations. If MPL is in compliance with the terms and conditions of this Agreement, and Shipper decides to terminate this Agreement after the Effective Date but prior to the commencement of transportation service on the Pipeline, Shipper shall notify MPL of its decision to terminate within one hundred and eighty (180) days of the Project's in-service date to allow MPL the opportunity to provide Shipper's unwanted capacity to other interested shippers as Unsubscribed Capacity as set forth in Section 3.8. If Shipper fails to notify MPL within one hundred and eighty (180) days of the Project's in-service date or if MPL is unsuccessful in obtaining additional volume commitments as provided for in Section 3.8 to

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fully replace Shipper's original volume commitment as submitted in its Capacity Request Form in Exhibit C, Shipper will reimburse MPL for Shipper's pro rata portion of actual and committed Construction Costs, plus, an administrative fee of ten (10) percent of said costs (such reimbursement is hereinafter referred to as the Construction Cost Reimbursement). The Parties agree that the Construction Cost Reimbursement shall be deemed liquidated damages and that such amount shall not be deemed a penalty, but rather represents a reasonable amount of liquidated damages in light of the anticipated or actual harm caused by Shipper's termination of this Agreement as stated, the difficulties of proof of loss, and the inconvenience or non- feasibility of otherwise obtaining an adequate remedy, and that the payment of such amount shall be MPL's sole and exclusive remedy for such termination by Shipper.

10.6 The Parties acknowledge and agree that this Agreement may be contingent on the Shipper executing a reasonably acceptable commodity supply agreement. Shipper must notify MPL if it is unable to execute a reasonably acceptable commodity supply agreement within one hundred and eighty (180) days of the Project in-service date. Furthermore, Shipper must make commercially reasonable efforts to enter into a commodity supply agreement within the one hundred and eighty (180) days. Provided, however, that Shipper acknowledges and agrees that Shipper remains responsible for the Construction Cost Reimbursement provided for in Section 10.5 of this Agreement if it is unable to reach and execute a commodity supply agreement within the required timeframe. 11. Conditions Precedent

Notwithstanding anything in this Agreement to the contrary, this Agreement is subject to the receipt by MPL of:

11.1 All certificates, approvals and authorizations of any Governmental Authority deemed necessary or desirable by MPL in connection with this Agreement and, in each case, in form and substance acceptable to MPL in its sole discretion.

11.2 Executed Transportation Service Agreements, in form and substance acceptable to MPL in its sole discretion, as MPL shall deem sufficient in its sole discretion to support the economic viability of the costs associated with the Project.

11.3 Executed Transportation Service Agreements, in form and substance acceptable to both MPL and Shipper.

If any terms of this Agreement are required to be modified in accordance with a decision, approval or authorization from FERC or any other governmental authority, the Parties agree to reasonably cooperate with one another in amending this Agreement to align with those decisions, approvals and authorizations from FERC or any other governmental agencies. If these conditions precedent are not satisfied for MPL after exercising commercially reasonable efforts to meet such condition precedent, MPL shall have the right to terminate this Agreement by written notice to Shipper. If this Agreement is terminated pursuant to this Section 11, MPL and Shipper shall be released from any and all obligations under this Agreement.

12. Offer

12.1 The submission of an unexecuted copy of this Agreement by MPL to Shipper shall not constitute an offer.

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12.2 Shipper acknowledges that, upon closing of the open season described in the notice of open season, MPL will undertake significant alterations and improvements and will incur significant expense in connection with the Project. In consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Shipper, Shipper agrees that the submission of an executed Agreement to MPL shall constitute an offer by Shipper. Shipper further agrees that its offer shall remain irrevocable; provided, however, that if Shipper has not received an executed copy of this Agreement from MPL within sixty (60) days after the close of the Binding Open Season, Shipper may revoke its offer thereafter by written notice to MPL, and upon such revocation, this Agreement will become null and void.

13. Notices

13.1 Any notice, statement, or invoice provided for in this Agreement shall be in writing and shall be considered as having been given if hand carried, facsimiled, emailed, or if mailed by United States mail, postage prepaid, to the following address, respectively:

Shipper : Name: Marathon Petroleum Company LP Address: 539 South Main Street Findlay, OH 45840 Attention: Optimization LP Manager Fax: (419) 421-4232

MPL : Name: Craig O. Pierson Address: 539 South Main Street Findlay, OH 45840 Attention: President Fax: (419) 421-3125

or to such other address as such Party may indicate by a notice delivered in accordance with this Section 13.

14. Governing Law

This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio, without recourse to any principles of law governing conflicts of law, which might otherwise be applicable.

15. Severability

In the event any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, or by an empowered government agency, such findings shall not affect the remaining provisions of this Agreement, which are not found to be invalid, illegal or unenforceable, unless such construction would be unreasonable.

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16. Default

16.1 Either Party hereunder shall be in default if such Party: (a) materially breaches any provision of this Agreement and such breach is not cured within fifteen (15) Days after notice thereof (which notice shall describe such breach in reasonable detail) is received by such Party; (b) becomes insolvent, enters voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors; (c) fails to pay any undisputed sums due hereunder; or (d) fails to provide satisfactory financial assurance as provided for in Section 17.

16.2 If either Party is in default as described above, then the non-defaulting Party may: (a) terminate this Agreement upon notice to the defaulting Party; (b) withhold any payments due to the defaulting Party under this Agreement; and/or (c) pursue any other remedy at law or in equity if such breach is not remedied as provided for in Section 14.1.

17. Credit Requirements and Financial Assurances

17.1 Financial Information. Shipper shall provide to MPL, at any time: (i) upon MPL's request, information (Financial Information) that will allow MPL to assess (or reassess) and establish creditworthiness and Shipper's capacity to perform any financial obligations that could arise from the transportation of Shipper's Crude Petroleum on the Pipeline; and (ii) upon MPL's good faith determination (which shall be no less than industry standards) of non-creditworthiness, MPL may request, financial assurance in respect of transportation or other services (Financial Assurances). Financial Assurances shall be limited to a guarantee from the parent company of Shipper in a form and substance acceptable to MPL and sufficient in amount to cover 6-months of Shipper's obligations to MPL so long as the guarantor has sufficient creditworthiness as set forth in this Section; and if not, MPL may then request an irrevocable standby letter of credit in a form and from an issuer acceptable to MPL, and in an amount no greater than 6-months of tolls based on the Quarterly Volume Commitment, plus all applicable taxes.

17.2 As of the Project's in-service date, Shipper shall comply with the credit requirements and provide the financial assurances required in the Tariff so long as the Tariff is consistent with the terms of this Agreement. 17.3 Any failure of Shipper to comply with the provisions of this Section 17 will constitute an Event of Default under Section 16 of this Agreement.

18. Miscellaneous

18.1 Wherever possible, each provision hereof shall be interpreted in such a manner as to be effective and valid under Applicable Law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

18.2 This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of any Party under this Agreement shall not be assignable by such Party without the prior written consent of the

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other Party pursuant to Section 8.1. A Party's successors and permitted assigns shall include any permitted assignee as well as the successors in interest to such permitted assignee whether by merger, liquidation (including successive mergers or liquidations) or otherwise.

18.3 No provision of this Agreement is intended to confer upon any third party any remedy, claim, liability, reimbursement or other right in excess of those existing without reference to this Agreement.

18.4 Neither Party shall, without the approval of the other Party, make any press release or other public announcement concerning the transactions contemplated by this Agreement, except as and to the extent that either Party shall be so obligated by Applicable Law or the rules of any regulatory body, stock exchange or quotation system.

18.5 EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY PERFORMANCE OR FAILURE TO PERFORM OF ANY OBLIGATION HEREUNDER.

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IN WITNESS WHEREOF, MPL and Shipper have caused this Agreement to be duly executed, all as of the date set forth above.

MARATHON PIPE LINE LLC By: /s/ Craig Pierson 6/11/15 Name: Craig Pierson Title: President

MARATHON PETROLEUM COMPANY LP By: MPC Investment LLC, its General Partner By: /s/ C. M. Palmer 4/13/15 Name: C. Michael Palmer Title: Sr. Vice President, Supply Distribution & Planning

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EXHIBIT A Common Carrier Pipeline, including Origins and Destinations

Pipeline System New/Existing Pipeline Pipeline Owner Cornerstone Pipeline New MPL East Sparta to Lima Pipeline New MPL East Sparta to Heath Existing (Expansion) ORPL Heath to Findlay Existing (Expansion) ORPL RIO Existing (Reversal & Expansion) MPC Two Rivers Existing MPL Wabash Existing MPL

The MPC RIO system is an existing private pipeline owned by Marathon Petroleum Company, LP (MPC). MPL may purchase the RIO system, with the intent to reverse and repurpose the system from common carrier movements.

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EXHIBIT B

Tariff Rates

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EXHIBIT C

Include copy of Shipper's submitted Capacity Request Form (CFR) indicating desired routes and destinations.

Capacity Request Forms follow this page

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Appendix 5 - Capacity Request Form (CRF) - Ratable Volume(1) Please complete one form for each product type per delivery location

Name of Shipper: Marathon Petroleum Company LP

Term/Service [Priority, (5,10, 15 Year) Non-Priority] Priority 15 Year

Product Type [Condensate, Natural Gasoline, Diluent or Butane]: Condensate

Year Desired Volume Origination Location Delivery Location Rate 1 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 2 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 3 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 4 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 5 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 6 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 7 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 8 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 9 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 10 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 11 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 12 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 13 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 14 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 15 20,000 BPD Cadiz/Scio MPC Canton $ 2.26 (1) - Assumes shipper transports the same volume on a per day basis each month of the year Notes: Deliveries to Canton will begin in late 2016 and deliveries to other locations will begin in mid-2017 The tariff rate for the first year of movements can be found in Appendix 4 The tariff rate will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology

Marathon Pipe Line LLC & Ohio River Pipe Line LLC CONFIDENTIAL AND PROPRIETARY





Appendix 5 - Capacity Request Form (CRF) - Ratable Volume(1) Please complete one form for each product type per delivery location

Name of Shipper: Marathon Petroleum Company LP

Term/Service [Priority, (5,10, 15 Year) Non-Priority] Priority 5 Year

Product Type [Condensate, Natural Gasoline, Diluent or Butane]: Natural Gasoline

Year Desired Volume Origination Location Delivery Location Rate 1 10 MBPD Cadiz/Scio Hammond $ 6.96 2 10 MBPD Cadiz/Scio Hammond $ 6.96 3 10 MBPD Cadiz/Scio Hammond $ 6.96 4 10 MBPD Cadiz/Scio Hammond $ 6.96 5 10 MBPD Cadiz/Scio Hammond $ 6.96 6 0 MBPD Cadiz/Scio Hammond $ 6.96 7 0 MBPD Cadiz/Scio Hammond $ 6.96 8 0 MBPD Cadiz/Scio Hammond $ 6.96 9 0 MBPD Cadiz/Scio Hammond $ 6.96 10 0 MBPD Cadiz/Scio Hammond $ 6.96 11 0 MBPD Cadiz/Scio Hammond $ 6.96 12 0 MBPD Cadiz/Scio Hammond $ 6.96 13 0 MBPD Cadiz/Scio Hammond $ 6.96 14 0 MBPD Cadiz/Scio Hammond $ 6.96 15 0 MBPD Cadiz/Scio Hammond $ 6.96 (1) - Assumes shipper transports the same volume on a per day basis each month of the year Notes: Deliveries to Canton will begin in late 2016 and deliveries to other locations will begin in mid-2017 The tariff rate for the first year of movements can be found in Appendix 4 The tariff rate will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology

Marathon Pipe Line LLC & Ohio River Pipe Line LLC CONFIDENTIAL AND PROPRIETARY





Appendix 5 - Capacity Request Form (CRF) - Non-Ratable Volume(2) Please complete one form for each product type per delivery location

Name of Shipper: Marathon Petroleum Company LP

Term/Service [Priority, (5,10, 15 Year) Non-Priority] Priority 5 Year

Product Type [Condensate, Natural Gasoline, Diluent or Butane]: Normal Butane

(2) - Assumes shipper transports a different volume on a per day basis each month of the year Notes: Deliveries to Canton will begin in late 2016 and deliveries to other locations will begin in mid-2017 The tariff rate for the first year of movements can be found in Appendix 4 The tariff rate will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology

Marathon Pipe Line LLC & Ohio River Pipe Line LLC CONFIDENTIAL AND PROPRIETARY





Appendix 5 - Capacity Request Form (CRF) - Non-Ratable Volume(2) Please complete one form for each product type per delivery location

Name of Shipper: Marathon Petroleum Company LP

Term/Service [Priority, (5,10, 15 Year) Non-Priority] Priority 5 Year

Product Type [Condensate, Natural Gasoline, Diluent or Butane]: Normal Butane

(2) - Assumes shipper transports a different volume on a per day basis each month of the year

Notes: Deliveries to Canton will begin in late 2016 and deliveries to other locations will begin in mid-2017 The tariff rate for the first year of movements can be found in Appendix 4 The tariff rate will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology

Marathon Pipe Line LLC & Ohio River Pipe Line LLC CONFIDENTIAL AND PROPRIETARY





Appendix 5 - Capacity Request Form (CRF) - Non-Ratable Volume(2) Please complete one form for each product type per delivery location

Name of Shipper: Marathon Petroleum Company LP

Term/Service [Priority, (5,10, 15 Year) Non-Priority] Priority 5 Year

Product Type [Condensate, Natural Gasoline, Diluent or Butane]: Normal Butane

(2) - Assumes shipper transports a different volume on a per day basis each month of the year Notes: Deliveries to Canton will begin in late 2016 and deliveries to other locations will begin in mid-2017 The tariff rate for the first year of movements can be found in Appendix 4 The tariff rate will be adjusted annually in accordance with the standard FERC annual oil pipeline indexing methodology

Marathon Pipe Line LLC & Ohio River Pipe Line LLC CONFIDENTIAL AND PROPRIETARY

A: 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)?
****
Q: 1                                                                   EXHIBIT 10.17 [E.PIPHANY Logo]

                           OUTSOURCING AGREEMENT

This ASP and Outsourcing Agreement (Agreement) is entered into as of this 31 day of July, 2000 (Effective Date) by and between E.PIPHANY, INC., a Delaware corporation (E.piphany), whose principal place of business 1900 South Norfolk Street, Suite 310, San Mateo, California 94403 and HIGH SPEED NET SOLUTIONS, INC. (HSNS), whose principal place of business is 434 Fayetteville Street, St. Suite 2120, Raleigh, NC 27601.

1. LICENSE

1.1 OUTSOURCING LICENSE. Subject to the terms of this Agreement and Scope of Use and only within the Market and Territory, E.piphany grants HSNS a nonexclusive, nontransferable, non-sublicensable right to (i) use and combine the Application with the Outsourcing Application and other software products for the purpose of providing, to Outsourcing Customers, the services described in Exhibit B as the Outsourcing Services; and (ii) use the Documentation provided with the Application in support of the Application. Unless otherwise required by the Scope of Use, HSNS shall limit its use of the Application to the Designated System. HSNS shall ensure that at all times the Outsourcing Services contain only one (1) version of the Application regardless of the number of Outsourcing Customers and Outsourcing Customers access the Outsourcing Application and Outsourcing Services only through a customer interface. Under no circumstances shall HSNS permit an Outsourcing Customer or Outsourcing Customer User to have direct access to any Application Licensed hereunder.

1.2 DEVELOPMENT LICENSE. Subject to the terms and conditions of this Agreement and Scope of Use and only within the Market and Territory, E.piphany grants to HSNS a non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to install and use the Applications in object code format to develop the Outsourcing Application and Outsourcing Service and to install and use the Application in object code format to develop and provide maintenance and support for the Outsourcing Application to Outsourcing Customers, to demonstrate the Outsourcing Application to potential customers, and to train HSNS personnel on the use, maintenance and support of the Outsourcing Application.

1.3 COPIES. HSNS may make a reasonable number of copies (not more than five (5)) of the Application for archival purposes, and a reasonable number of copies of the Documentation as needed by HSNS solely for HSNS' internal use, provided all copyright and proprietary notices are reproduced. HSNS may make one (1) copy of the end user sections of the Documentation for each Outsourcing Customer. All titles, trademarks, copyright and restricted rights notices shall be reproduced in such copies. HSNS shall not use any Applications that E.piphany delivers with licensed Application, for which HSNS has not purchased a license.

1.4 LICENSE RESTRICTIONS. Except as expressly provided herein, HSNS shall not (i) rent, lease, loan, sell or otherwise distribute the Application, or any modification thereto, in whole or in part; (ii) cause or permit reverse engineering, reverse compilation, unauthorized access or assembly of all or any portion of the Application; (iii) allow any outsourcing or application service providers to access and use the Application as Outsourcing Customers, (iv) publish the results of Application performance benchmarks to any third party without E.piphany's express written consent; (v) export the Application in violation of U.S. Department of Commerce export administration regulations; and (vi) except as otherwise expressly allowed herein, permit any third party or unlicensed user or computer system to access or use the Application. HSNS agrees that it shall only provide the Application in combination with and included in Outsourcing Services HSNS acknowledges and agrees that the rights granted herein are solely to the English version of the Application. All rights not expressly granted hereunder are reserved to E.piphany.

2. HSNS OBLIGATIONS.

2.1 ANNUAL REPORTS. On the thirtieth (30th) day after the end of each of the first two years of this Agreement, HSNS shall submit to E.piphany a report (in a form provided by E.piphany and reasonably acceptable to HSNS) listing&bbsp;(i) the total number of emails distributed for Years 1 and 2 and (ii) the Application with which the Outsourcing Services are rendered. Year 2 and Year 3 Quarterly Payments, as defined in Exhibit A, shall be based upon these annual reports. All reporting and payment requirements under this Section shall be subject to the audit requirements of this Agreement.

2.2 PROFESSIONAL MANNER. HSNS agrees that, at all times and in every respect during the term of this Agreement, it shall conduct its business in a professional manner consistent with E.piphany's norms and standards, which shall reflect favorably upon E.piphany and the Application.

2.3. MARKETING ACTIVITIES. The parties agree to develop a co-branding plan within thirty (30) days of signing of the Agreement. The parties shall use reasonable efforts to take part in the other's success stories or other marketing programs as mutually agreed.

2.4. PROMOTION OF THE APPLICATION AND THE OUTSOURCING APPLICATION AND SERVICES. HSNS shall, at its own expense, promote the distribution of the Application and the Outsourcing Application and Services. Such promotion shall include, but not be limited to, advertising in trade publications, participating in appropriate trade shows and seminars, and directly soliciting orders for use of the Outsourcing Application and Outsourcing Services. HSNS shall distribute to all





HSNS sales offices marketing materials for the Application, which may be provided by E.piphany to HSNS or that may be created by HSNS, in which case they shall be subject to E.piphany approval, including any brochures describing the functional nature of the Application, its features, and advantages.

2.5. HSNS REPRESENTATIONS. HSNS shall make no representations concerning the functionality or performance characteristics of the Application, except as set forth in the printed Documentation or other materials furnished to HSNS by E.piphany. As appropriate, HSNS shall include references to E.piphany and the Application in all of its presentations and sales materials created during the term of this Agreement, which relate to the Application.

2.6. FORECASTING. HSNS shall meet with E.piphany on a quarterly basis at a mutually agreed to date and time to discuss non-binding forecasts. HSNS shall provide E.piphany with a non-binding, rolling six-month forecast report in advance of the quarterly meeting.

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2.7. UPDATES. HSNS agrees to provide E.piphany with notice of any changes in the Outsourcing Applications and Outsourcing Service.

2.9. SUPPORT TO CUSTOMERS. HSNS shall be the Outsourcing Customer interface and shall provide all direct communications and services to and from HSNS's Customers with respect to all support, maintenance and warranty services. E.piphany shall have no obligation to provide support, maintenance or warranty services to Outsourcing Customers.

2.10. TRAINING. HSNS shall take the training classes described on Exhibit C.

3. PAYMENT

3.1 FEES. HSNS shall pay E.piphany the fees specified in Exhibit A and generated by HSNS's use of the Application as specified in an applicable Annual Report.

3.2 PAYMENT TERMS. Except as provided in Section 2.1 above, and unless otherwise agreed and specified in Exhibit A, all amounts due and owing by HSNS shall be paid within thirty (30) days from the date of E.piphany's invoice. Overdue payments shall accrue a late payment charge at the lesser of one and one half percent (1 1/2%) per month or the maximum rate allowed under applicable law. All payments made hereunder are non-cancelable and non-refundable. All fees are payable in U.S. dollars and shall be payable to E.piphany, Inc. by company check, or via wire transfer to the following account: Silicon Valley Bank - Santa Clara, ABA: 121140399, Account: 3300109833, Money Market.

3.3 TAXES. HSNS is responsible for all taxes (including sales, use, property and value-added taxes), duties and customs fees concerning the Application and/or services, excluding taxes based on E.piphany's income.

3.4 AUDIT. HSNS shall maintain complete and accurate records of its activities under this Agreement for at least two (2) years following termination of this Agreement. HSNS agrees to allow E.piphany, directly or indirectly, to audit HSNS's business records as kept by HSNS in its normal course of business to ensure compliance with the terms and conditions of this Agreement. If the audit reveals that HSNS has failed to comply with the terms of this Agreement, in addition to all other remedies available to E.piphany at law or equity, HSNS shall immediately reimburse E.piphany for any unpaid amounts due and the cost of the audit.

4. WARRANTY

4.1 BY E.PIPHANY. E.piphany warrants that for a period of one (1) year from Effective Date, the Application as used within the scope of this Agreement will perform substantially in accordance with the functions described in the Documentation. E.piphany warrants the Application media is free from material defects in materials and workmanship under normal use for ninety (90) days from the applicable Order Form. E.piphany further warrants that its Maintenance, training and Professional Services will be rendered consistent with generally accepted industry standards for a period of ninety (90) days from performance of such services.

4.2 EXCLUSIVE REMEDIES. For any breach of the warranties contained in Section 4.1, HSNS's sole and exclusive remedy, and E.piphany's entire liability, shall be: (i) in the case of a nonconforming Application, to correct the nonconforming Application, provided that HSNS notifies E.piphany of the nonconformity within the warranty period and HSNS has installed all Updates and, if E.piphany is unable to do so, HSNS shall be entitled to terminate the Application license and recover the fees paid to E.piphany for such Application; (ii) in the case of defective media, to replace such defective media, provided that HSNS returns such defective media during the warranty period; (iii) in the case of infringing Application, the indemnity contained in Section 10.1 (E.piphany Intellectual Property Indemnify) and (iv) in the case of services to which the breach of warranty relate, the correction of defective work so as to comply with generally accepted industry standards. If E.piphany is unable to perform such services as warranted, HSNS shall be entitled to recover the fees paid to E.piphany for the unsatisfactory services. This limitation of liability applies notwithstanding any failure of the essential purpose of the exclusive remedies.

4.3 DISCLAIMER. THE WARRANTIES SET FORTH IN SECTION 4.1 ARE EXCLUSIVE AND IN LIEU OF AND E.PIPHANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. E.PIPHANY DOES NOT WARRANT THAT THE APPLICATION WILL OPERATE IN COMBINATIONS OTHER THAN AS SPECIFIED IN THE DOCUMENTATION OR THAT THE





OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. PRE-PRODUCTION RELEASES OF APPLICATIONS OR COMPUTER-BASED TRAINING PRODUCTS ARE DISTRIBUTED AS-IS.

5. MAINTENANCE

5.1 FOR HSNS UNDER LICENSES. E.piphany will provide the Maintenance described below, provided HSNS remains a compliant subscriber to such Maintenance and has paid all monies due therefor. Upon reasonable notice, E.piphany reserves the right to modify the terms and conditions of Maintenance, provided that any such modification will not substantially diminish the level of Maintenance that HSNS is then currently receiving.

5.2 ERROR CORRECTION. E.piphany shall use reasonable efforts to provide workarounds for, and to correct reproducible programming errors in, the Application attributable to E.piphany with a level of effort commensurate with the severity of such errors and in accordance with the terms of Section 5.3 (Response Times). Upon identification of any programming error, HSNS shall notify E.piphany of such error and shall provide E.piphany with information sufficient to locate and duplicate the error.

5.3 RESPONSE TIMES. PRIORITY 1: Response in under fifteen (15) minutes for instances in which the Application is down (product is unusable resulting in total disruption of use or outage of the Application). PRIORITY 2: Response in under one (1) hour during technical support desk hours for a major feature or function failure, which results in the operation of the Application being restricted. PRIORITY 3: Response in under four (4) hours during technical support desk hours for a minor feature or function failure which results in the Application not working as described in the Documentation and with minor impact on usage. PRIORITY 4: Response in under eight (8) hours during technical support desk hours for a minor problem or feature request that does not impact usability of the Application. In each instance, E.piphany will, after the initial response, within a time frame mutually agreed upon by the parties, provide HSNS with an action plan for resolution, if possible, of the error. Priority 4 errors may, in E.piphany's

                                    2    3

discretion, be corrected by E.piphany in the next release of the Application.

5.4 SUPPORT. DESK. E.piphany allows for unlimited calls to its technical support desk by the HSNS personnel designated under Section 5.7 (HSNS Responsibilities.) The technical support desk hours of operation are from 7:00 a.m. until 6:00 p.m. Pacific Time, Monday through Friday except holidays. During the off hours, the technical support desk can be reached via pager, twenty four (24) hours a day for Priority 1 errors.

5.5 UPDATES. E.piphany will, from time to time, provide to HSNS all applicable Updates to the Application, that are commercially released by E.piphany during the term of this Agreement.

5.6 HSNS'S RESPONSIBILITIES. As a condition to the provision of workarounds and error corrections, HSNS will (i) appoint two (2) employees to serve as primary contacts between HSNS and E.piphany, and will ensure that HSNS's support inquiries are initiated and handled through these contacts; (ii) provide E.piphany with reasonable access to all necessary personnel to provide information regarding errors or problems reported by HSNS; and (iii) provide E.piphany with Remote Access, subject to HSNS's consent.

5.7 EXCLUSIONS. E.piphany shall not be required to provide workarounds or error corrections relating to problems resulting from (i) HSNS's failure to implement all Updates to the Application which are provided under this Agreement; (ii) any alterations of, or additions to, the Application performed by parties other than E.piphany; (iii) any previous or earlier versions of the Application except for the immediately prior version of the Application; (iv) any request for additional work not falling within the scope of E.piphany's Maintenance outlined in this Section 5; or (v) interconnection of the Application with hardware or Application products not supplied by E.piphany.

5.8 SECONDARY SUPPORT TO HSNS. In the event HSNS is unable to resolve errors identified by Outsourcing Customers with respect to the Application, E.piphany shall provide Secondary Support services to HSNS at the fee set forth on Exhibit A. For the purposes of this Agreement, SECONDARY SUPPORT SERVICES shall mean: (a) using reasonable efforts to modify the Application to correct, fix, or circumvent errors, and modifying Documentation, as E.piphany shall deem appropriate, to respond to reported errors; (b) providing technical and functional improvements to the Application including patches to errors, changes, modifications, enhancements, and Updates, as they generally become available; and (c) providing technical support services for the Application between the hours of 7:00 a.m. to 6:00 p.m. (Pacific Time), Monday through Friday.

6. PROFESSIONAL SERVICES

6.1 SERVICES. E.piphany may from time to time perform Professional Services as may be agreed upon by the parties in an Order Form.

6.2 FEES, EXPENSES AND INVOICING. HSNS shall pay E.piphany the fees set forth in the applicable Order Form, together with reimbursement for all actual, reasonable travel and living expenses incurred by E.piphany in rendering Professional Services. E.piphany will invoice HSNS on a monthly basis for Professional Services rendered and for any applicable expense reimbursement. All Professional Services not otherwise specified in the Order Form shall be provided on a time and materials basis.





6.3 PERFORMANCE STANDARDS. E.piphany shall perform Professional Services in a timely and competent manner consistent with generally acceptable industry standards. Upon reasonable notice to HSNS, E.piphany may substitute or withdraw personnel rendering Professional Services.

6.4 ACCEPTANCE. Each Deliverable shall be deemed accepted upon the earlier of: (i) receipt of written notice of acceptance from HSNS, or (ii) ten (10) days after delivery of such Deliverable (Acceptance Period), unless HSNS provides E.piphany with a detailed list of material non-conformities during the Acceptance Period. If HSNS properly rejects a Deliverable, E.piphany will use reasonable commercial efforts to correct the material non-conformity specified in the notice. When it believes that it has made the necessary corrections, E.piphany will again deliver the Deliverable to HSNS and the acceptance/ rejection/correction process shall be reapplied until the Deliverable substantially complies with the requirements of the Statement of Work.

6.5 CHANGE CONTROL. Any change to the scope of a project, any Deliverable, milestone or payment obligation contained in an Order Form (and/or the attached Statement of Work) shall be made only in writing and signed by authorized representatives of E.piphany and HSNS. Unless otherwise agreed by the parties in writing, E.piphany shall have no obligation to provide Professional Services (i) beyond the scope of matters expressly described in the Order Form (and attached Statement of Work); or (ii) which becomes necessary as a consequence of events beyond E.piphany's reasonable control.

6.4 OWNERSHIP OF DELIVERABLES. HSNS acknowledges and agrees that any and all Deliverables shall be and remain the property of E.piphany. E.piphany grants HSNS a non-exclusive, non-transferable, non-sublicensable license to use such Deliverables solely for is internal use consistent with the terms of this Agreement.

6.5 HSNS RESPONSIBILITIES. HSNS shall provide E.piphany with (i) one (1) designated contact for all questions and issues relating to Professional Services; (ii) access to HSNS's facilities and office support as may be reasonably requested by E.piphany; and (iii) the services of sufficiently qualified HSNS personnel as may be reasonably necessary to enable E.piphany to perform the Professional Services.

7. TRAINING SERVICES

7.1 TRAINING SERVICES. In consideration for payment of the fees and charges set forth in Exhibit A, E.piphany shall provide Training Services as set forth in Exhibit C. The training sessions will take place at E.piphany's facilities and E.piphany will supply all necessary equipment. HSNS shall be responsible for all travel and lodging expenses associated with attending the training session.

7.2 ADDITIONAL TRAINING SERVICES. HSNS may, at its option and expense, attend additional E.piphany training courses, dependent upon space availability. Any additional training shall be provided at E.piphany's standard rates for such training, and will take place at E.piphany's facilities. HSNS shall be responsible for all travel and lodging expenses associated with attending the additional training sessions.

8. PROPRIETARY RIGHTS

8.1 E.PIPHANY OWNERSHIP. HSNS acknowledges that E.piphany retains all right, title and interest in the Application and any modifications thereto, including without limitation any

                                    3    4

customization, enhancement, amendment or change to the Application. HSNS hereby assigns all right, title and interest in and to any customization, enhancement, amendment or changes made by or for HSNS pursuant to this Agreement, and hereby waives any and all moral rights that HSNS may retain in and to such customizations, enhancements, amendment and changes. The Application and any modifications are licensed pursuant to this Agreement to HSNS for use of the Application and any modifications thereto. HSNS hereby represents and warrants that the assignment of rights by HSNS in and to such modifications includes any right, title and interest in and to all modifications created by or for HSNS For avoidance of doubt, modification to the Application to be owned by E.piphany shall not include pre-existing HSNS intellectual property or intellectual property developed by HSNS without reference to E.piphany Confidential Information. All data created by HSNS using the Outsourcing Application shall be owned by HSNS.

8.2. PROPRIETARY NOTICES. HSNS shall not remove any E.piphany trademark, copyright or other proprietary notices from any part of the Application or Documentation, and shall reproduce such notices on any copies of such materials made by HSNS. Moreover, HSNS shall consistently identify the Application as a managed application in the Outsourcing Services to existing and prospective Outsourcing Customers in the ordinary course of HSNS' business.

8.3 USE. During the term of this Agreement, each party shall have the right to indicate to the public that HSNS is an authorized Outsourcing Service provider of E.piphany's Application. HSNS shall use E.piphany's Trademarks solely for purposes of advertisement, promotion, and sale of the Application in conjunction with the Outsourcing Applications and Services and for no other purposes. Either party shall use the other party's Trademarks in accordance with the guidelines established by the other party from time to time. Nothing herein shall grant to either party any right, title or interest in the other party's Trademarks. At no time shall either party use any of the other party's Trademarks in any manner likely to confuse, mislead, or deceive the public, or in any way that is





injurious to&sbsp;the other party's reputation. At no time during or after the term of this Agreement shall either party challenge or assist others to challenge the other party's Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of the other party.

8.4. APPROVALS. Each party shall allow the other to review all press announcements, press releases, marketing materials, HSNS' co-branded or E.piphany branded screens, product brochures and any use of the other's Trademarks referencing the other party prior to their release to the public or the press, and shall incorporate all changes that the other may reasonably request to ensure correct usage of their trademarks and accuracy of content. A party's failure to respond to the submission of material for approval with any recommended changes within three (3) business days shall be deemed an approval of the submission.

9. CONFIDENTIALITY

9.1 CONFIDENTIAL INFORMATION. By virtue of this Agreement, each party may have access to information that is confidential to the other party. Confidential Information shall consist of the Application, Documentation, the terms and pricing under this Agreement, and all information clearly identified as confidential at the time of disclosure (or, in the case of information disclosed orally, within thirty (30) days of the date of disclosure). Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party's lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (iv) is independently developed by the other party. HSNS shall not disclose the results of any Application benchmark tests to any third party without E.piphany's prior written approval. The parties agree to hold each other's Confidential Information in confidence for a period of five (5) years after disclosure of the Confidential Information or for a period of two (2) years after termination of this Agreement, whichever is earlier. The parties agree, unless required by law (in which event, the receiving party will notify the disclosing party of such requirement in sufficient time for the disclosing party to seek a protective order or take similar action), not to make each other's Confidential Information available in any form to any third party for any purpose, except that access to and the use of Confidential Information may be provided to those third parties that: (i) provide services to the recipient of Confidential Information; (ii) have a need to use and access such Confidential Information in providing such services; and (iii) are bound by an obligation of confidentiality at least as restrictive as the confidentiality restrictions of this Agreement. Each party agrees to take all reasonable steps required to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10. INDEMNITY

10.1 E.PIPHANY INTELLECTUAL PROPERTY INDEMNITY. E.piphany will defend or, at its option, settle a claim brought against HSNS that the Application, as used within the scope of this Agreement, infringes a U.S. copyright, patent, trademark or trade secret, and indemnify HSNS against all damages and costs, including reasonable attorneys' fees, that may be assessed in any such claim, provided that: (i) HSNS notifies E.piphany in writing within thirty (30) days of the claim; (ii) E.piphany has sole control of the defense and all related settlement negotiations; and (iii) HSNS provides E.piphany with reasonable assistance, information and authority necessary to perform E.piphany's obligations under this Section. E.piphany will reimburse HSNS's reasonable out-of-pocket expenses incurred in providing such assistance. E.piphany shall have no liability for any claim of infringement based on use of a superseded or altered release of the Application if the infringement would have been avoided by the use of a current unaltered release of the Application which E.piphany provides to HSNS without charge, or any combination of the Application with materials not provided or recommended by E.piphany. If the Application is held by a court of competent jurisdiction or believed by E.piphany to infringe, E.piphany shall have the option, at its expense, to (i) modify the Application&sbsp;to be non-infringing; or (ii) obtain for HSNS a license to continue using the Application. If E.piphany determines that it is not commercially reasonable to perform either of the above options, then E.piphany may terminate the license for such Application and refund the license fees paid for the Application, prorated as depreciated over five (5) years on a straight-line basis from the Effective Date.

10.2 GENERAL INDEMNITY. HSNS hereby agrees to indemnify, defend and hold harmless E.piphany, and its officers,

                                    4    5

directors and partners (each, an Indemnified Party) against any and all claims, demands, causes of action, damages, costs, expenses, penalties, losses and liabilities (whether under a theory of negligence, strict liability, contract or otherwise) incurred or to be incurred by an Indemnified Party (including but not limited to costs of investigation and reasonable attorney and other third party fees and, to the extent permitted by law, fines, penalties and forfeitures in connection with any proceedings against the Indemnified Party) arising out of or resulting from (i) HSNS's providing or failure to provide Outsourcing Services, (ii) any representation, warranty or claim made by or on behalf of HSNS to any Outsourcing Customer, or (iii) Outsourcing Services infringement or alleged infringement of any copyright, trademark, trade secret, or other property rights of any third parties arising in any jurisdiction throughout the world. E.piphany shall (i) notify HSNS in writing within a reasonable time of becoming aware of such claim, suit or proceeding, (ii) give





HSNS the right to control and direct the investigation, preparation, defense and settlement of any claim, suit or proceeding (provided that HSNS shall not enter into any settlement without E.piphany's prior written consent); and (iii) provide reasonably requested assistance and cooperation for the defense of same.

10.3 LIMITATION ON INDEMNITY. Notwithstanding the provisions of Section 10.1 (E.piphany Intellectual Property Indemnity), E.piphany assumes no liability for infringement claims arising from (i) the combination of the Application with products not provided by E.piphany, (ii) any modification to the Application unless such modification was made by E.piphany. Either party shall be solely responsible for, and shall indemnify and hold free and harmless the other party for, any and all claims, damages or lawsuits (including reasonable legal fees) arising from the tortious or grossly negligent acts of the indemnifying party's employees, agents or Contractors. THE PROVISIONS OF SECTION 10.1 (E.PIPHANY INTELLECTUAL PROPERTY INDEMNITY) STATE THE ENTIRE LIABILITY AND OBLIGATION OF E.PIPHANY, AND THE EXCLUSIVE REMEDY OF HSNS, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE APPLICATION OR ANY PART THEREOF. THIS LIMITATION OF LIABILITY APPLIES NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE EXCLUSIVE REMEDIES.

11. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL E.PIPHANY'S LIABILITY HEREUNDER EXCEED THE SUM TOTAL OF PAYMENTS MADE BY HSNS UNDER THE INITIAL TERM OF THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN E.PIPHANY AND HSNS AND E.PIPHANY'S PRICING REFLECTS THIS ALLOCATION TO WHICH THE PARTIES HAVE AGREED. THIS LIMITATION OF LIABILITY APPLIES NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THE EXCLUSIVE REMEDIES.

12. TERM AND TERMINATION

12.1 TERM AND TERMINATION. This Agreement shall continue for a term set forth in Exhibit B, and may be renewed for successive one (1) year terms pursuant to mutual written agreement of the parties, unless terminated earlier pursuant to this Section 12.1. Upon prior written notice, either party may terminate this Agreement if the other party becomes insolvent, ceases doing business in the regular course, files a petition in bankruptcy or is subject to the filing of an involuntary petition for bankruptcy which is not rescinded within a period of sixty (60) days, or fails to cure a material breach of any term or condition of this Agreement within thirty (30) days of written notice specifying such breach.

12.2 RETURN OF MATERIALS. Upon termination of this Agreement for any reason, HSNS shall (except as provided in Section 12.3 (Effect of Termination) immediately discontinue use of the Application and within ten (10) days certify in writing to E.piphany that all copies of the Application, in whole or in part, in any form, have either been returned to E.piphany or destroyed in accordance with E.piphany's instructions.

12.3 EFFECT OF TERMINATION. Upon termination of this Agreement, other than by reason of a termination for material breach due to a breach by HSNS pursuant to Section 12.1 (Term and Termination), (i) HSNS shall have the right to access and use the Application solely to provide Outsourcing Services, but only to the extent necessary to provide Outsourcing Services through the remaining unexpired term of an applicable Agreement with the Outsourcing Customer (without renewal following the termination of this Agreement), but in any extent not beyond twelve (12) months from the effective date of termination. Upon termination of this Agreement, E.piphany's obligation to provide Maintenance to HSNS shall terminate, and E.piphany may, in its sole discretion, provide Maintenance to HSNS and/or the Outsourcing Customers pursuant to terms upon which the parties may agree in writing. Termination of this Agreement shall not relieve HSNS's obligation to pay all fees that are owed by HSNS under this Agreement or any Order Form. All payments made by HSNS to E.piphany hereunder are non-refundable.

12.4 LIMITATION ON LIABILITY. In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of such termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases or commitments in connection with the business or goodwill of E.piphany or HSNS.

12.5 SURVIVAL. The provisions of Sections 1.4, 3.1, 3.4, 4.3, 6.2, 6.4, 8, 9, 11, 12, 13 and 14 shall survive any termination or expiration of this Agreement. All other rights and licenses granted herein will cease upon termination.

13. GENERAL

This Agreement, and all matters arising out of or relating to this Agreement, shall be governed by the laws of the State of California. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in San Francisco or San Mateo County, California, and each party hereby submits to the personal jurisdiction of such courts. Except for actions for nonpayment of breach of E.piphany's proprietary rights in the Application, no action, regardless of form, arising out of this Agreement may be brought by either party more than two years after the cause of action has accrued. Neither party may

                                    5    6

assign or otherwise transfer this Agreement to any person or entity without the





other's written consent, such consent not to be unreasonably withheld or delayed; provided that the withholding of consent of assignment to a competitor of the other party shall be deemed reasonable. Any assignment in derogation of the foregoing shall be null and void. At E.piphany's written request, not more frequently than annually, HSNS shall furnish E.piphany with a signed certification verifying that the Application is being used pursuant to the provisions of this Agreement and applicable Order Forms. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail to the applicable address listed in the relevant Order Form. To expedite order processing, HSNS agrees that E.piphany may treat documents faxed by HSNS to E.piphany as original documents; nevertheless, either party may require the other to exchange original signed documents. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. The waiver by either party of any default of breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond the reasonable control of the non-performing party. This Agreement constitutes the complete agreement between the parties and supercedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. IT IS EXPRESSLY AGREED THAT THE TERMS OF THIS AGREEMENT AND ANY ORDER FORM SHALL SUPERSEDE THE TERMS IN ANY HSNS PURCHASE ORDER OR OTHER ORDERING DOCUMENT. This Agreement may not be modified or amended except in writing signed by a duly authorized representative of each party; no other act, document, usage or custom shall be deemed to amend or modify this Agreement.

14. DEFINITIONS

APPLICATION means the English version of the E.piphany Application programs listed in Exhibit A, in object code format, any accompanying Documentation, and any Updates (as defined in Section 5.5 (Updates), only if and when generally commercially available as part of the Maintenance Services provided pursuant to Section 5 (Maintenance Services).

CONCURRENT USERS means, collectively, the end-users who are employees and/or contractors of: (a) HSNS, who are permitted simultaneous access to, and use of, the Application for the purpose of providing Outsourcing Services, and (b) Outsourcing Customers, who are permitted simultaneous access to and use of the Application for the purpose of using the Outsourcing Services.

DESIGNATED SYSTEM means the computer system located in the U.S. on which the Application will run and which is identified on Exhibit A.

DELIVERABLE means deliverables provided as part of Professional Services, including, without limitation, any modification or enhancement to the Application, and any ideas, know-how or techniques relating thereto.

DOCUMENTATION means the then-current technical publications, as amended from time to time, relating to the use of the Application, such as reference, user and installation guides, in electronic or hard copy format, made available with the Application.

INTERACTION means any inbound electronic communication, transmission or interaction with the Application (over any channel of communication including email, chat, fax, CTI or chat) initiated by or on behalf of any person other than an Outsourcing Customer User. Subject to the foregoing, an Interaction shall not include an instance in which the Application accesses information or data from back-end third party Application operating in combination with the Application.

MAINTENANCE means the technical support described in Section 5 above that E.piphany provides under this Agreement.

MARKET means the targeted business set forth in Exhibit B

ORDER FORM means the document in the form of Exhibit A, by which Applications, Maintenance or Professional Services can be ordered under this Agreement.

OUTSOURCING APPLICATION means the application specific use of the Application described in Exhibit B.

OUTSOURCING CUSTOMER means each third party end-user customer of HSNS who is a party to a then-current HSNS Subscription Agreement.

OUTSOURCING CUSTOMER(S) means one of Outsourcing Customer's customers in the ordinary course of business, to whom Outsourcing Customer provides a comprehensive solution through use of the Outsourcing Services.

OUTSOURCING CUSTOMER USER means a named person who is an officer, employee, agent, or other person authorized by HSNS to receive Outsourcing Application Services from HSNS for an Outsourcing Customer.

OUTSOURCING COMPANY(IES) means a company that employs HSNS to support its internal business purposes through Concurrent Users' use of the Application.

OUTSOURCING SERVICES means HSNS's provision of a comprehensive customer relationship management solution in an outsourced environment as more particularly described in Exhibit B, where: (i) Concurrent Users' use of the Application solely for the purpose of supporting Outsourcing Customers, and (ii) where the Application constitutes no more than ten percent (10%) of such Outsourcing Services.

REMOTE ACCESS means direct connection to the Designated System via the Internet, via PPTP, direct TCP/IP or other such high-speed, point-to-point





network access.

SCOPE OF USE means the limitations on HSNS's use of the Application, specifically, the numbers of Concurrent Users and Interactions set forth in Exhibit A.

STATEMENT OF WORK means a written document setting forth the scope of implementation and/or consulting services, the anticipated schedule, deliverables, if any, and fee structure.

TERRITORY means the geographic area set forth in Exhibit B.

(intentionally left blank)

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UPDATE means any published (i) new release of the Application that is not designated by E.piphany as a new product for which it charges separately; and/or (ii) error correction or functional enhancement to the Application. E.piphany shall determine, in its sole discretion, when it shall make Updates available to HSNS, provided that any such Update shall be made available to HSNS no later than thirty (30) days following its general commercial release.

IN WITNESS WHEREOF, the parties by their duly authorized representatives have executed this Agreement as of the date set forth above.

E.PIPHANY, INC.                              HIGH SPEED NET SOLUTIONS, INC.

SIGNATURE:      /s/ Karen Richardson         SIGNATURE:    /s/ Andrew Fox                 --------------------                       --------------------- PRINT NAME:     Karen Richardson             PRINT NAME:   Andrew Fox                 --------------------                       ---------------------

TITLE:          EVP Sales                    TITLE:        President & CEO                 --------------------                       ---------------------

                                    7    8

                                 EXHIBIT A                                    ORDER FORM

This Order Form (Order Form) to the Outsourcing Agreement by and between E.piphany, Inc. (E.piphany) and High Speed Net Solutions, Inc. (HSNS ) dated July __, 2000 (Agreement). Capitalized terms used herein shall have the same meaning ascribed to them in the Agreement. It is expressly agreed that the terms of the Agreement and the Order Form shall supersede the terms in any HSNS purchase order or other ordering document.

1.0      ORDER FORM EFFECTIVE DATE: JULY __,  2000.

2.0      LICENSED APPLICATIONS.

      CURRENT E.4 TIER 4         E-MAILER APPLICATION

      CURRENT E.4 TIER 3 CAMPAIGN MANAGEMENT SYSTEM APPLICATION , EXCLUSIVE          OF E.PIPHANY'S TIER 2 (DISTRIBUTED DATABASE MARKETING) APPLICATIONS.

      CURRENT E.4 TIER 1 (REPORTING AND ANALYSIS) ROWS AND COLUMNS, SOLELY AS          REQUIRED FOR THE OPERATION OF THE EMAILER APPLICATION AND CAMPAIGN          MANAGEMENT APPLICATION.

3.0      DEVELOPMENT LICENSE FEES AND SCOPE OF USE. In consideration of the          grant of rights and licenses set forth in this Agreement, HSNS shall          pay the following fees for the following scope of use throughout the          term of this Agreement:

      a.       DEVELOPMENT LICENSING FEES. HSNS will pay to E.piphany a                   development license fee of $230,500 due and payable as                   follows:

               $ 115,250.00      Net thirty (30) days from the Effective Date                                     of this Agreement.

               $ 115,250.00      Net ninety (90) days from the Effective Date                                     of this Agreement.

CAMPAIGN MANAGEMENT & EMAILER APPLICATIONS               (NT PLATFORM ONLY)                    YEAR 1         YEAR 2          YEAR 3           TOTAL

Development License Fees                          $ 212,500                                       $212,500 Annual Priority Maintenance Fees @ 22% of net      $ 46,750        $46,750        $46,750         $140,250                                                ---------------------------------------------------------------- Total                                              $259,250        $46,750        $46,750         $352,750





Net Development User Fees (each)                    $ 3,000                                        $ 3,000 Annual Priority Maintenance Fees @ 22% of net         $ 660          $ 660          $ 660          $ 1,980                                                ---------------------------------------------------------------- Total                                               $ 3,660          $ 660          $ 660          $ 4,980

Number of Users                                           6                                              6 Total Users Fees                                   $ 18,000                                       $ 18,000 Annual Priority Maintenance Fees @ 22%              $ 3,960        $ 3,960        $ 3,960         $ 11,880                                                ---------------------------------------------------------------- Total                                              $ 21,960        $ 3,960        $ 3,960         $ 29,880

TOTAL DEVELOPMENT LICENSE AND USER FEES           $ 281,210       $ 50,710       $ 50,710        $ 382,630

      b. MINIMUM SELL THROUGH REVENUE COMMITMENT: HSNS will pay to E.piphany a minimum sell through revenue commitment of $750,000.00 (MINIMUM SELL-THROUGH COMMITMENT) during the initial three year term of this Agreement on the dates and in the minimum amounts (Minimum Quarterly Payments) as follows.

                                    8    9

--------------------------------------       ----------------------------------------     ----------------------------------------                     Minimum Quarterly                             Minimum Quarterly                            Minimum Quarterly  Payment Due Date       Payment                Payment Due Date        Payment              Payment Due Date        Payment --------------------------------------       ----------------------------------------     ----------------------------------------                                                                                                         October 1, 2000       $62,500                October 1, 2001         $62,500              October 1, 2002         $62,500

January 1, 2001       $62,500                January 1, 2002         $62,500              January 1, 2003         $62,500

April 1, 2001        $62,500                 April 1, 2002          $62,500               April 1, 2003          $62,500

July 1, 2001         $62,500                  July 1, 2002          $62,500                July 1, 2003          $62,500

--------------------------------------       ----------------------------------------     ----------------------------------------   Year 1 - TOTAL      $250,000.00               Year 2 - TOTAL       $250,000.00             Year 3 - TOTAL       $250,000.00 --------------------------------------       ----------------------------------------     ----------------------------------------

4.0.     ADDITIONAL FEES

      4.1      INCREASES TO THE MINIMUM SELL THROUGH COMMITMENT. The Minimum                   Sell Through Commitment will increase in Years 2 and 3 of this                   Agreement as follows:

               YEAR 2 - Annual minimum payment ($250,000.00), plus a                   percentage increase in the annual minimum payment equal to 50%                   of the difference between the number of emails sent by HSNS on                   behalf of Outsourcing Customers in the first six months of                   Year 1 and the second six months of Year 1, up to a maximum                   Year 2 payment of $375,000.00. Payment is due and payable in                   equal quarterly installments (Year 2 Quarterly Payments). On                   the thirtieth (30th) day after the end of Year 1, HSNS shall                   submit a report to E.piphany (in a format provided by                   E.piphany, but reasonably acceptable to HSNS) listing the                   total number of emails distributed by Outsourcing Customer for                   the first and second six months of Year 1. Year 2 Quarterly                   Payments will be due and payable thereafter on July 1, 2001;                   October 1, 2001; January 1, 2002; April 1, 2002. All reporting                   and payment requirements under this Section 4.1 shall be                   subject to Section 3.4 of the HSNS Agreement.

               YEAR 3 - Annual minimum payment ($250,000), plus a percentage                   increase in the annual minimum payment equal to 50% of the                   difference between the number of emails sent by HSNS on behalf                   of Outsourcing Customers in Year 1 and Year 2, up to a maximum                   Year 3 payment of $500,000.00. Payment is due and payable in                   equal quarterly installments (Year 3 Quarterly Payments.) On                   the thirtieth (30th) day after the end of Year 2, HSNS shall                   submit a report to E.piphany (in a format provided by                   E.piphany, but reasonably acceptable to HSNS) listing the                   total number of emails distributed by Outsourcing Customer for                   Years 1 and 2. Year 3 Quarterly Payments will be due and                   payable thereafter on July 1, 2002; October 1, 2002; January                   1, 2003; April 1, 2003. All reporting and payment requirements                   under this Section 4.1 shall be subject to Section 3.4 of the                   HSNS Agreement.

      4.2      LEAD SHARING FEES: HSNS agrees to pay E.piphany an additional                   $0.005 per email for any email distributed by HSNS as a result                   of any deal it closes that either results from a lead                   generated by E.piphany or in which E.piphany assisted prior to                   closing for the first year after the deal closes. Lead sharing                   activities include leads that HSNS obtains from participation                   at E.piphany vendor shows or participation in an E.piphany                   booth at E.piphany specified trade shows.

               HSNS agrees to pay lead sharing fees on a quarterly basis for                   the first year of any HSNS engagement resulting from an                   E.piphany lead. On the thirtieth (30th) day after the end of





               each quarter, HSNS shall submit a report to E.piphany (in a                   format provided by E.piphany, but reasonably acceptable to                   HSNS) listing (i) the total number of emails distributed for                   the quarter; along with payment for the quarterly lead sharing                   fees owed to E.piphany. All reporting and payment requirements                   under this Section 4.2 shall be subject to Section 3.4 of the                   HSNS Agreement.

5.0.     TERM. This Agreement shall have an initial term of three (3) years.

6.0      ANNUAL MAINTENANCE FEES

      YEAR 1   $50,710.00 due and payable in four (4) equal installments of                   $12,677.50 as follows:

                        Net thirty days from the Effective Date of this                            Agreement.

                                 October 1, 2000.

                                    9    10

                                 January 1, 2001.                   April 1, 2001

      YEAR 2 $50,710.00 due and payable in four (4) equal quarterly installments of $12,677.50 on: July 1, 2001, October 1, 2001 January 1, 2002 and April 1, 2002.

      YEAR 3 $50,710.00 due and payable in four (4) equal quarterly installments of $12,677.50 on: July 1, 2002, October 1, 2002, January 1, 2003, and April 1, 2003.

7.       DESIGNATED SYSTEM: NT-- 434 Fayetteville Street, Suite 600, Raleigh, NC          27601.

8.       NOTICES:

------------------------------------------ ------------------------------------- HSNS CONTACT                               E.PIPHANY CONTACT Theodore Harper, Esq.                      General Counsel Kilpatrick and Stockton  LLP               E.piphany, Inc. 3737 Glenwood Avenue, Suite 400            1900 S. Norfolk St., Suite 310 Raleigh, NC 27612                          San Mateo, CA 94403 919/ 420-1709 (phone)                      650/356-3800 (phone) email: tharper@kilstock.com                650/356-3907 (fax) ------------------------------------------ -------------------------------------

------------------------------------------ ------------------------------------- HSNS TECHNICAL CONTACT                     E.PIPHANY TECHNICAL CONTACT Harris Glover                              Director, Technical Support VP of High Speed Net Solutions, Inc.       E.piphany, Inc. 434 Fayetteville Street, Suite  2120       1900 S. Norfolk St., Suite 310 Raleigh, NC 27601                          San Mateo, CA 94403 919/807-5690 (phone)                       650/356-3800 (phone) 919/807-0508 (fax)                         650/356-3801 (fax) email: Harris.glover@hsns.com ------------------------------------------ -------------------------------------

6.       HSNS BILLING INFORMATION:                      SHIPPING INFORMATION:

BILLING ADDRESS: _ _ High Speed Net Solutions, Inc.     SHIPPING ADDRESS: 434 Fayetteville Street, Suite 2120 Raleigh, NC 27601

BILLING CONTACT: ROBERT LOWREY, CFO                     SHIPPING CONTACT: TELEPHONE: _919/807-5690                                TELEPHONE; EMAIL: MAILTO:__ROB.LOWREY@HSNS.COM                     EMAIL: FACSIMILE: 919/807-0508                                 FACSIMILE:

AGREED BY:

E.PIPHANY, INC.                              HIGH SPEED NET SOLUTIONS, INC.

SIGNATURE:        /s/ Karen Richardson       SIGNATURE:       /s/ Andrew Fox                   --------------------                        ------------------

PRINT NAME:       Karen Richardson           PRINT NAME:      Andrew Fox                   --------------------                        ------------------

TITLE:            EVP Sales                  TITLE:           President & CEO                   --------------------                        ------------------

                                    10    11

                                 EXHIBIT B          DESCRIPTION OF OUTSOURCING APPLICATION AND OUTSOURCING SERVICES                               TERRITORY AND MARKET





OUTSOURCING APPLICATION TITLE AND DESCRIPTION: Outsourcing Application Title and Description:

Rich Media Direct Rich Media Direct is an online direct marketing turnkey service that targets rich media advertisements to selected demographics/psychographics via Rich Media Direct delivery mechanisms.

OUTSOURCING SERVICE TITLE AND DESCRIPTION:

High Speed Rich Media Direct Service

The Rich Media Direct service will take (a 15- or 30-second video advertisement) and target to selected 'opt-in' recipient list. The service will compress and package advertisements to provide a compelling advertisement. The High Speed Rich Media Direct Network provides customers dedicated bandwidth and a distributed infrastructure to efficiently distribute rich media advertisements to targeted audiences. In addition, the High Speed Rich Media Direct Service offers customers the following benefits:

*        7x24 Service and Support

*        Content packaging and compression

*        Online tracking & reporting of campaigns

*        Customized media player GUI's for brand extension and hyperlinks

*        Online repeat campaign and list selection

*        Streaming services

This service provides complete protection and privacy to your distribution list and all data collected during your campaign.

HOSTED SYSTEMS:  Microsoft NT Server

MARKET:  Persons or Entities who wish to use Rich Media Advertising Services

TERRITORY: HSNS shall have rights under this Agreement to provide Outsourcing Application and Outsourcing Services to Outsourcing Customers globally without restriction contingent upon HSNS providing Outsourcing Services from the Designated System. HSNS shall submit quarterly reports to E.piphany listing the number of Outsourcing Customers located outside of the United States, by country and the number of emails sent on their behalf so that E.piphany can use such information to allocate sales revenue for the payment of commissions to its local sales representatives.

                                    11    12

EXHIBIT C                               TRAINING AND SUPPORT

A.  TRAINING

      1. SALES AND MARKETING TRAINING. Reseller must have a minimum of five (5) of its sales staff participate in the sales and marketing training in the first 6 months of this agreement. Sales and Marketing training will be available to Reseller at a rate of 25% off of E.piphany's list price.

      2. PRE-SALES TECHNICAL TRAINING. Reseller must have a minimum of two (2) of its pre-sales technical staff participate in the pre-sales technical training in the first 6 months of this agreement. All pre-sales technical consultants must have appropriately configured hardware on which to load demonstration software at the time of such training. Pre-Sales Technical Training will be available to Reseller at a rate of 25% off of E.piphany's list price.

      3. EXPENSES. For any sales and marketing training or any technical training provided by E.piphany to Reseller at any location other than E.piphany's San Mateo location, E.piphany shall bill Reseller and Reseller shall pay for any reasonable travel, lodging, and living expenses incurred by E.piphany for such training. All travel will be pre-approved by Reseller.

B.  ADDITIONAL MARKETING REQUIREMENTS FOR HSNSS

1.       Alliance Manager. Each party shall provide a single point of contact to          maintain overall responsibility for the relationship between E.piphany          and HSNS. The following are examples of responsibilities of the single          point of contact that will be mutually agreed upon to by the parties          within the first (30) days after the Effective Date of the Agreement:

      i.       Business Plan Development

      ii.      Coordination of Marketing Activities: E.piphany and HSNS agree                   to issue a joint press release.

      iii.     Coordination of Sales Teams

      iv.      Coordination of Engineering Teams

      E.piphany: ____________________________________





      HSNS:   ____________________________________

                                    12

A: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
****
Q: 1

                                                               EXHIBIT 10.26

                         CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                          SPONSORSHIP AGREEMENT

This agreement (Agreement) is entered into as of the 23rd day of September 1998 (Effective Date), by and between Excite, Inc., a Delaware corporation, located at 555 Broadway, Redwood City, California 94063 (Excite), and Vitamin Shoppe Industries Inc., a New York corporation, located at 4700 Westside Avenue, North Bergen, New Jersey 07047 (Client).

                                 RECITALS

A.               Excite maintains sites on the Internet at                  http://www.excite.com (the Excite Site),                  http://www.webcrawler.com (the WebCrawler Site) and                  http://www.excite.co.jp (the Excite Japan Site), and owns,                  manages or is authorized to place advertising on affiliated                  sites on the Internet worldwide (collectively, the Excite                  Network) which, among other things, allow its users to search                  for and access content and other sites on the Internet.  For                  purposes of this Agreement, the parties hereby acknowledge                  that the Excite Network does not include the site on the                  Internet located at http://home.netscape.com and/or other URLs                  or locations designated by Netscape Communications                  Corporation.

B.               Within the Excite Site and the WebCrawler Site, Excite                  currently organizes certain content into topical channels (the                  Channels).

C.               Client is engaged in the business of selling vitamins,                  minerals, nutritional supplements, herbs, sports nutrition                  formulae, homeopathic remedies and other health related                  products (Vitamins) at its site on the Internet located at                  http://www.vitaminshoppe.com (the Client Site).

D.               Client wishes to promote its business to users of the Excite                  Network through promotions and advertising in various portions                  of the Excite Network.

Therefore, the parties agree as follows:

1.               SPONSORSHIP ON THE WEBCRAWLER HEALTH CHANNEL

              a)       Client will be promoted as the preferred and dominant                           reseller of Vitamins in the Health Channel on the                           WebCrawler Site during the term of this Agreement. As                           such, Excite may not display banner advertising and/or                           promotional placements for any of Client's Competitors                           that are, in the aggregate, of equal or greater                           prominence and exposure than the aggregate of Client's                           links, advertising banners and promotional placements                           on the pages of the Health Channel on the WebCrawler                           Site during the term of this Agreement. For purposes                           of this Agreement, Client's Competitors means those                           merchants identified in Exhibit D attached hereto.                           Client may update

2                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                       this list in writing not more than once every six (6)                           months by adding other merchants whose primary                           business is reselling Vitamins upon the mutual                           agreement of Excite.  Notwithstanding the foregoing,                           Excite may display links to Excite's own products and                           services anywhere in the Excite Network, and may                           display links to Client's Competitors in results                           pages of search services in response to user queries,                           in general directories of Web sites, in classified                           advertising listings and in results in the Jango                           shopping search service throughout the Excite                           Network.  Client's preferred and dominant status as a                           reseller of Vitamins will be extended on the terms                           stated in this Section l(a) to its presence within                           future departments within the WebCrawler Health                           Channel, when launched, which may include, but are                           not limited to, the alternative medicine and senior                           living departments.





              b)       The parties will cooperate in good faith to identify                           and implement appropriate promotional opportunities                           for Client to be displayed in rotation on the home                           page of the WebCrawler Health Channel during the term                           of the Agreement.

              c)       A link to the Client Site (consistent with the format                           used on similar links on the same page) will be                           displayed in the Nutrition & Vitamins department of                           the WebCrawler Health Channel during the term of the                           Agreement.  Excite estimates, but does not guarantee,                           delivery of [*****] impressions of the Client                           promotional placement described in this Section l(c)                           during [*****] of the term of the Agreement and                           [*****] such impressions during  [*****] of the term                           of the Agreement.

              d)       The parties will cooperate in good faith to identify                           and implement other appropriate promotional                           opportunities for Client on the WebCrawler Health                           Channel including (if and when launched) but not                           limited to, the alternative medicine and senior living                           departments during the term of the Agreement. Excite                           estimates, but does not guarantee, delivery of [*****]                           impressions of the Client promotional placement                           described in this Section 1(d) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              e)       Excite is in the process of developing a Sponsorship                           Strip for the WebCrawler Health Channel consisting of                           a row of graphic links to sponsors' Web sites. Excite                           will display a graphic link to the Client Site on the                           Sponsorship Strip (consistent with the format used on                           similar links on the same strip) in the pages of the                           WebCrawler Health Channel for the duration of the term                           of the Agreement.  Excite estimates, but does not                           guarantee, delivery of [*****] impressions of the                           Client promotional placement described in this Section                           1(e) during [*****] of the term of the Agreement and                           [*****] such impressions during [*****] of the term                           of the Agreement.

              f)       Excite and Client acknowledge that neither party to                           this Agreement possesses any right to control the                           content or promotional programming displayed on any                           third party

                                    2    3                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                       site.  However, Excite will work with Client in good                           faith to evaluate the display of any Excite                           co-branded pages one level deep that directly link                           from the WebCrawler Health Channel to determine                           whether the non-banner display of modules related to                           Client's Competitors on those pages materially and                           adversely affect the aggregate value of Client's                           promotional placements on the WebCrawler Health                           Channel as described in this Agreement.  Under such                           circumstances, Excite will then exert commercially                           reasonable efforts to modify such co-branded pages to                           reduce such material and adverse effects.

2.               SPONSORSHIP ON THE WEBCRAWLER SHOPPING CHANNEL

              a)       Client will be promoted as the preferred and dominant                           reseller of Vitamins in the Shopping Channel on the                           WebCrawler Site during the term of this Agreement. As                           such, Excite may not display banner advertising and/or                           promotional placements for any of Client's Competitors                           that are, in the aggregate, of equal or greater                           prominence and exposure than the aggregate of Client's                           links, advertising banners and promotional placements                           on the pages of the Shopping Channel or the WebCrawler                           Site.  Notwithstanding the foregoing, Excite may                           display links to Excite's own products and services                           anywhere in the Excite Network, and may display links                           to Client's Competitors in results pages of search                           services in response to user queries, in general                           directories of Web sites, in classified advertising                           listings and in results in the Jango shopping search                           service throughout the Excite Network.





              b)       A link to the Client Site (consistent with the format                           used on similar links on the same page) will be                           displayed in rotation on the first page of the health                           & fitness department of the WebCrawler Shopping                           Channel during the term of the Agreement.  Excite                           estimates, but does not guarantee, delivery of [*****]                           impressions of the Client promotional placement                           described in this Section 2(b) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              c)       A link to the Client Site (consistent with the format                           used on similar links on the same page) will be                           displayed under the health foods category on the first                           page of the health & fitness groceries department of                           the WebCrawler Shopping Channel. Excite estimates, but                           does not guarantee, delivery of [*****] impressions of                           the Client promotional placement described in this                           Section 2(c) during [*****] of the term of the                           Agreement and [*****] such impressions during [*****]                           of the term of the Agreement.

                                    3    4                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

3.               ADDITIONAL SPONSORSHIP

              a)       The parties will cooperate in good faith to identify                           and implement selective sponsorship and promotional                           opportunities for Client in the Nutrition & Vitamins                           department of the Health Channel on the Excite Site.                           Such opportunities may include sponsorship links,                           sponsorship boxes and/or promotional boxes.  The                           parties hereby acknowledge that Client will be                           sharing such opportunities in the Nutrition &                           Vitamins department of the Excite Health Channel with                           one other reseller of vitamins.

              b)       The parties will cooperate in good faith to identify                           and implement selective sponsorship and promotional                           opportunities for Client on the Excite Japan Site.                           Such opportunities may include sponsorship links,                           sponsorship boxes and/or promotional boxes.  Excite                           estimates, but does not guarantee, delivery of [*****]                           impressions of the Client promotional placements                           described in this Section 3(b) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              c)       Excite estimates, but does not guarantee, delivery of                           a total of [*****] impressions of the Client                           promotional placements described in Sections 3(a) and                           3(b) during the term of this Agreement.

4.               DeliverE MESSAGE PROMOTIONS

              a)       Excite and Client will cooperate in developing and                           delivering MatchLogic DeliverE message campaigns                           during the term of the Agreement as described in                           Exhibit B. The MatchLogic DeliverE is an opt in email                           service providing the opportunity to distribute                           messages to highly targeted audiences on the Web via                           email.  All such message campaigns will comply with                           Excite's then current privacy policy which is located                           at http://www.excite.com/privacy_policy and is                           subject to change from time to time.  If the privacy                           policy changes in a manner that has a material                           adverse effect on the value, functionality or                           implementation of the DeliverE message campaign for                           Client, Excite will notify Client, which will then                           have the option to cancel future DeliverE campaigns                           and both parties will be relieved of their                           obligations related to those canceled DeliverE                           campaigns, if Client, in its sole but reasonable                           discretion, finds such changed privacy policy                           objectionable.

              b)       Excite estimates, but does not guarantee, delivery of                           [*****] impressions of the email messages described in                           this Section 4 during [*****] of the term of this                           Agreement and [*****] impressions during [*****] of                           the term of the Agreement.





                                    4    5                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

              c)       Excite and Client agree that Client may purchase                           additional DeliverE messages during the term of this                           Agreement at a rate of [*****] impressions (CPM),                           subject to availability.

5.               ADVERTISING ON THE EXCITE NETWORK

              a)       Excite will display Client's banner advertising on                           [*****] in response to the keywords set forth in                           Exhibit A as amended from time to time by Client, and                           with additional keywords related to Vitamins, subject                           to availability, during the term of the Agreement.                           Excite estimates, but does not guarantee, the display                           of [*****] impressions of the banner advertisements                           described in this Section 5(a) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              b)       Excite will display Client's banner advertising in                           [*****] during the term of the Agreement.  Excite                           estimates, but does not guarantee, the display of                           [*****] impressions of the banner advertisements                           described in this Section 5(b) during [*****] of the                           term of the Agreement and [*****] such during [*****]                           of the term of the Agreement.

              c)       Excite will display Client's banner advertising in                           [*****] during the term of the Agreement.  Excite                           estimates, but does not guarantee, the display of                           [*****] impressions of the banner advertisements                           described in this Section 5(c) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

              d)       Excite will display Client's banner advertising in                           [*****] during the term of the Agreement.  Excite                           estimates, but does not guarantee, the display of                           [*****] impressions of the banner advertisements                           described in this Section 5(d) during [*****] of the                           term of the Agreement and [*****] such impressions                           during [*****] of the term of the Agreement.

6.               LAUNCH DATE, RESPONSIBILITY FOR EXCITE NETWORK AND REPORTING

              a)       Client and Excite will use reasonable efforts to                           implement the display of the promotional placements                           and advertising described in the Agreement by October                           1, 1998 (the Scheduled Launch Date).  The parties                           recognize that the Scheduled Launch Date can be met                           only if Client provides final versions of all                           graphics, text, keywords, banner advertising,                           promotional placements, other promotional media and                           valid URL links necessary to implement the                           promotional placements and advertising described in                           the Agreement (collectively, Impression Material)                           to Excite fourteen (14) days prior to Scheduled                           Launch Date.

                                    5    6                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

              b)       In the event that Client fails to provide the                           Impression Material to Excite fourteen (14) days in





                       advance of the Scheduled Launch Date, Excite may, at                           its sole discretion (i) reschedule the Scheduled                           Launch Date at the earliest practicable date                           according to the availability of Excite's engineering                           resources after delivery of the complete Impression                           Material or (ii) commence delivery of Impressions                           based on Impression Material in Excite's possession                           at the time.

              c)       Client and Excite agree that the day the promotional                           placements and advertising described in this                           Agreement are first displayed on the Excite Network                           will be the Launch Date for purposes of this                           Agreement.

              d)       Excite will have sole responsibility for providing,                           hosting and maintaining, at its expense, the Excite                           Network.  Excite will have sole control over the                           look and feel of the Excite Network including, but                           not limited to, the display, appearance and placement                           of the parties' respective names and/or brands and                           the promotional links, but such control shall not                           permit Excite to modify Client's logos and trademarks                           and it does not relieve Excite from its obligations                           regarding Client's preferred and dominant sponsorship                           status as set forth elsewhere in this Agreement.

              e)       Advertising banners will be served, tracked and                           reported by Excite's subsidiary, MatchLogic, Inc.                           (MatchLogic) as described in Exhibit B.  MatchLogic                           will also provide Client with feedback as to                           comparisons of the performance of (i) the different                           creative messages supplied by Client for the                           advertising banners, (ii) the placements of those                           advertising banners on the Excite Network as set                           forth in this Agreement and (iii) through the                           implementation of MatchLogic's Closed Loop                           transaction reporting system on the Client Site, will                           report on correlations between transaction activity                           by users referred to the Client Site from the Excite                           Network and the various promotional placements and                           advertising displayed on the Excite Network, all as                           described in Exhibit B.  Promotional placements,                           including text links, will be served, tracked and                           reported by Excite.  These promotional placements                           will be tracked and reported by MatchLogic when this                           implementation becomes available.  Excite will                           provide Client with monthly reports substantiating                           the number of impressions of Client's advertising                           banners and promotional placements displayed on the                           Excite Network.

              f)       As soon as such third party auditing is available to                           Excite, Excite will provide Client with monthly                           reports, including certified reports by a third party                           auditing firm substantiating the number of                           impressions of Client's advertising banners and                           promotional placements displayed on the Excite                           Network.  When available, such third party audit                           reports will be at Excite's cost and expense.

                                    6    7                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

7.               FEES; REVENUE SHARE

               a)      Client will pay Excite sponsorship and advertising                           fees of [*****] for the first twelve (12) month period                           following the Launch Date ([*****]). These fees will                           be paid in twelve (12) equal monthly installments of                           [*****]. The first monthly payment for [*****] will be                           due one month following the Launch Date. Subsequent                           installments will be due on a monthly basis                           thereafter.

              b)       Client will pay Excite sponsorship and advertising                           fees of [*****] for the twelve (12) month period                           following the first anniversary of the Launch Date                           ([*****]).  These fees will be paid in equal monthly                           installments of [*****]. The first monthly payment for                           [*****] will be due one month following the first                           anniversary of the Launch Date.  Subsequent





                       installments will be due on a monthly basis                           thereafter.

              c)       Separate and apart from the sponsorship and                           advertising fees, Client will pay Excite MatchLogic                           DeliverE fees of [*****] for [*****]. These fees will                           be paid in equal monthly installments of [*****]. The                           first monthly payment for [*****] will be due one                           month following the Launch Date.  Subsequent                           installments will be due on a monthly basis.

              d)       Separate and apart from the sponsorship and                           advertising fees, Client will pay Excite MatchLogic                           DeliverE fees of [*****] for [*****].  These fees will                           be paid in equal monthly installments of [*****]. The                           first monthly payment for [*****] will be due one                           month following the first anniversary of the Launch                           Date.  Subsequent installments will be due on a                           monthly basis.

              e)       Separate and apart from the sponsorship and                           advertising fees and the MatchLogic DeliverE fees,                           Client will pay Excite MatchLogic banner and link                           serving fees of [*****] for [*****]. These fees will                           be paid in equal monthly installments of [*****].  The                           first monthly payment for [*****] will be due one                           month following the Launch Date.  Subsequent                           installments will be due on a monthly basis.

              f)       Separate and apart from the sponsorship and                           advertising fees and the MatchLogic DeliverE fees,                           Client will pay Excite MatchLogic banner and link                           serving fees of [*****] for [*****].  These fees will                           be paid in equal monthly installments of [*****]

                                    7    8                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                       [*****]. The first monthly payment for [*****] will                           be due one month following the first anniversary of                           the Launch Date. Subsequent installments will be due                           on a monthly basis.

              g)       Separate and apart from the sponsorship and                           advertising fees, the MatchLogic DeliverE fees and the                           MatchLogic banner and link serving fees, Client will                           pay Excite [*****] recognized by Client on                           transactions conducted by users referred to the Client                           Site from the Excite Network during [*****]. Separate                           and apart from the sponsorship and advertising fees,                           the MatchLogic DeliverE fees and the MatchLogic banner                           and link serving fees, Client will pay Excite [*****]                           recognized by Client on transactions conducted by                           users referred to the Client Site from the Excite                           Network during [*****] of the term of the Agreement.                           For purposes of this Agreement Net Revenue means                           gross revenue recognized by Client on transactions                           conducted by users referred to the Client Site from                           the Excite Network minus sales tax, sales returns and                           allowances.  Client will pay Excite these revenue                           share payments within thirty (30) days after the close                           of the financial quarter in which Client recognizes                           the Net Revenue on these transactions.

              h)       The fees and revenue share payments are net of any                           agency commissions to be paid by Client.

              i)       Client will maintain accurate records with respect to                           the calculation of all payments due under this                           Agreement.  Once per year, the parties will review                           these records to verify the accuracy and appropriate                           accounting of all payments made pursuant to the                           Agreement.  In addition, Excite may, upon no less                           than thirty (30) days prior written notice to Client,                           cause an independent Certified Public Accountant to                           inspect the records of Client reasonably related to                           the calculation of such payments during Client's                           normal business hours.  The fees charged by such                           Certified Public Accountant in connection with the





                       inspection will be paid by Excite unless the payments                           made to Excite are determined to have been less than                           ninety-five percent (95%) of the payments actually                           owed to Excite, in which case Client will be                           responsible for the payment of the reasonable fees                           for such inspection.

8.               PUBLICITY

              Unless required by law, neither party will make any public                  statement, press release or other announcement relating to the                  terms of or existence of this Agreement without the prior                  written approval of the other.  Notwithstanding the foregoing,                  either party may issue an initial press release regarding the                  relationship between Excite and Client, the timing and wording                  of which will be mutually agreed upon, and nothing herein                  shall preclude Client from promoting the Client Site.

                                    8    9                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

9.               TERM AND TERMINATION

              a)       Unless terminated earlier in accordance with the                           specific terms of this Agreement, the term of this                           Agreement will begin on the Launch Date and will not                           end until Excite displays a total of [*****]                           impressions of the Client advertising banners and                           promotional placements on the Excite Network as                           described in this Agreement and pushes [*****]                           emails using the email vehicles specified in Exhibit                           B.  Regardless of Excite's actual delivery of                           impressions, the term of this Agreement will not be                           shorter than [*****]  after the Launch Date,                           unless the Agreement is terminated earlier in                           accordance with the specific terms of this Agreement.

              b)       Either party may terminate this Agreement if the                           other party materially breaches its obligations                           hereunder and such breach remains uncured for thirty                           (30) days following the notice to the breaching party                           of the breach.

              c)       All undisputed payments that have accrued prior to                           the termination or expiration of this Agreement will                           be payable in full within thirty (30) days thereof.

              d)       The provisions of Section 12 (Confidentiality and                           User Data), Section 13 (Indemnity), Section 14                           (Limitation of Liability) and Section 15 (Dispute                           Resolution) will survive any termination or                           expiration of this Agreement.

              e)       Excite guarantees to deliver the annual impressions                           totals set forth in Exhibit C hereto.  If Excite                           fails to deliver the indicated number of impressions                           required during any annual period, Client may suspend                           (but not eliminate) its payments specified in Section                           7 for a maximum of sixty (60) days (the Make-Good                           Period) during which Excite will deliver the                           shortfall of such impressions.  The parties agree to                           cooperate in good faith to evaluate the quality and                           performance of the placements used to deliver the                           impressions during the Make-Good Period.  Until such                           shortfall is delivered, no impressions will be deemed                           delivered for the next annual period.  If Excite has                           not achieved the required annual impression delivery                           by the end of the Make-Good Period, Client may then                           terminate this Agreement upon written notice within                           ten (10) days following the end of the Make-Good                           Period.  Client's termination of the Agreement in                           accordance with the previous sentence will not                           relieve Excite of its obligation to deliver any                           previously paid for but undelivered impressions.  If                           Excite achieves the annual impression delivery goal                           at any time during the Make-Good Period, the term of                           this Agreement will continue and Client shall                           immediately resume payment of the sponsorship and                           advertising fees specified in Section 7.





                                    9    10                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

10.              TRADEMARK OWNERSHIP AND LICENSE

              a)       Client will retain all right, title and interest in                           and to its trademarks, service marks and trade names                           worldwide, subject to the limited license granted to                           Excite hereunder.

              b)       Excite will retain all right, title and interest in                           and to its trademarks, service marks and trade names                           worldwide, subject to the limited license granted to                           Client hereunder.

              c)       Each party hereby grants to the other a                           non-exclusive, limited license to use its trademarks,                           service marks or trade names only as specifically                           described in this Agreement.  All such use shall be                           in accordance with each party's reasonable policies                           regarding advertising and trademark usage as                           established from time to time.  Client agrees to                           obtain Excite's written consent prior to use of                           Excite's logo and trademarks.

              d)       Upon the expiration or termination of this Agreement,                           each party will cease using the trademarks, service                           marks and/or trade names of the other except:

                       i)      As the parties may agree in writing; or

                       ii)     To the extent permitted by applicable law.

11.              OWNERSHIP

              a)       Client will retain all right, title and interest in                           and to the Client Site worldwide including all                           intellectual property rights, including but not                           limited to copyright, trademark, trade secrets,                           patents, moral rights or any derivative rights                           thereof.  Any intellectual property rights, including                           but not limited to copyright, trademark, trade                           secrets, patents, moral rights or any derivative                           rights thereof, created by changes made by Excite to                           Impression Materials are the sole property of Client.

              b)       Excite will retain all right, title, and interest in                           and to the Excite Network worldwide including, but                           not limited to, ownership of all copyrights, look and                           feel and other intellectual property rights therein.

12.              CONFIDENTIALITY AND USER DATA

              a)       For the purposes of this Agreement, Confidential                           Information means information about the disclosing                           party's (or its suppliers') business or activities                           that is proprietary and confidential, which shall                           include all business, financial, technical and other                           information of a party marked or designated by such                           party as confidential or

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                       proprietary or information which, by the nature of                           the circumstances surrounding the disclosure, ought                           in good faith to be treated as confidential.

              b)       Confidential Information will not include information                           that (i) is in or enters the public domain without                           breach of this Agreement, (ii) the receiving party                           lawfully receives from a third party without                           restriction on disclosure and without breach of a                           nondisclosure obligation, (iii) the receiving party                           knew prior to receiving such information from the                           disclosing party or (iv) the receiving party develops                           independent of any information originating from the                           disclosing party.

              c)       Each party agrees (i) that it will not disclose to





                       any third party or use any Confidential Information                           disclosed to it by the other except as expressly                           permitted in this Agreement and (ii) that it will                           take all reasonable measures to maintain the                           confidentiality of all Confidential Information of                           the other party in its possession or control, which                           will in no event be less than the measures it uses to                           maintain the confidentiality of its own information                           of similar importance.

              d)       The usage reports provided by Excite to Client                           hereunder will be deemed to be the Confidential                           Information of Excite.

              e)       The terms and conditions of this Agreement will be                           deemed to be Confidential Information and will not be                           disclosed without the written consent of the other                           party.

              f)       For the purposes of this Agreement, User Data means                           all information submitted by users referred to the                           Client Site from the Excite Network during the term                           of the Agreement.  Such User Data includes, but is                           not limited to, the number of purchase requests                           requested by such users, the number of purchase                           requests completed, the number of purchases completed                           and the dollar values of completed purchases  The                           parties acknowledge that any individual user of the                           Internet could be a user of Excite, WebCrawler and/or                           Client through activities unrelated to this Agreement                           and that user data gathered independent of this                           Agreement, even from individuals who are users of                           both parties' services, will not be deemed to be                           User Data for the purposes of this Agreement.

              g)       User Data will be owned by Client, and subject to the                           limitations contained herein, Client grants to Excite                           a non-exclusive license to use the User Data for the                           purposes of this Agreement.

              h)       In order to facilitate optimization of Client's                           sponsorship program, Client will make good faith                           efforts to develop tracking and reporting                           capabilities to correlate information regarding                           transaction activity by users referred to the Client                           Site from the Excite Network to the various                           promotional placements and advertising banners                           displayed on the Excite Network.  Client will provide                           to Excite all User Data and

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                       user transaction reports collected by Client within                           thirty (30) days following the end of each calendar                           month during the term of this Agreement in a                           mutually-determined electronic format.

              i)       Client will not use User Data to specifically target                           any Excite and/or WebCrawler users, as distinct from                           all users of the Client Site, for solicitations                           (except as specifically provided in this Agreement),                           either individually or in the aggregate, during the                           term of this Agreement and for a period of twelve                           (12) months following the expiration or termination                           of this Agreement.

              j)       Neither party will sell, disclose, transfer or rent                           any User Data which could reasonably be used to                           identify a specific named individual (Individual                           Data) to any third party nor will either party use                           Individual Data on behalf of any third party without                           the express permission of the individual user.  Where                           user permission for dissemination of Individual Data                           to third parties has been obtained, each party will                           use commercially reasonable efforts to require the                           third party recipients of Individual Data to provide                           an unsubscribe feature in any email communications                           generated by, or on behalf of, the third party                           recipients of Individual Data.

              k)       Notwithstanding the foregoing, each party may                           disclose Confidential Information or User Data (i) to                           the extent required by a court of competent                           jurisdiction or other governmental authority or                           otherwise as required by law or (ii) on a





                       need-to-know basis under an obligation of                           confidentiality to its legal counsel, accountants,                           banks and other financing sources and their advisors.

13.              INDEMNITY

              a)       Client will indemnify, defend and hold harmless                           Excite, its affiliates, officers, directors,                           employees, consultants and agents from any and all                           third party claims, liability, damages and/or costs                           (including, but not limited to, attorneys fees)                           arising from:

                       i)      Its breach of any representation or covenant                                   in this Agreement; or

                       ii)     Any claim that Client's Impression Material                                   infringes or violates any third party's                                   copyright, patent, trade secret, trademark,                                   right of publicity or right of privacy or                                   contain any defamatory content; or

                       iii)    Any claim that Client's Impression Material                                   and/or its display on the Excite Network                                   violates any federal, state or local laws,                                   regulations or statutes, including but not                                   limited to restrictions on the sale,                                   advertisement or promotion of vitamins,                                   nutritional supplements, drugs or other                                   health-related products; or

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                       iv)     Any claim of personal injury or product                                   liability with respect to products or                                   services sold, advertised or otherwise                                   offered to consumers or third parties through                                   display of Client's Impression Material on                                   the Excite Network or links to the Client                                   Site; or

                       v)      Any claim arising from content displayed on                                   the Client Site.

                       Excite will promptly notify Client of any and all                           such claims and will reasonably cooperate with Client                           with the defense and/or settlement thereof; provided                           that, if any settlement requires an affirmative                           obligation of, results in any ongoing liability to or                           prejudices or detrimentally impacts Excite in any way                           and such obligation, liability, prejudice or impact                           can reasonably be expected to be material, then such                           settlement shall require Excite's written consent                           (not to be unreasonably withheld or delayed) and                           Excite may have its own counsel in attendance at all                           proceedings and substantive negotiations relating to                           such claim.

              b)       Excite will indemnify, defend and hold harmless                           Client, its affiliates, officers, directors,                           employees, consultants and agents from any and all                           third party claims, liability, damages and/or costs                           (including, but not limited to, attorneys fees)                           arising from:

                       i)      Its breach of any representation or covenant                                   in this Agreement; or

                       ii)     Any claim arising from the Excite Network                                   other than content or services provided by                                   Client.

                       Client will promptly notify Excite of any and all                           such claims and will reasonably cooperate with Excite                           with the defense and/or settlement thereof; provided                           that, if any settlement requires an affirmative                           obligation of, results in any ongoing liability to or                           prejudices or detrimentally impacts Client in any way                           and such obligation, liability, prejudice or impact                           can reasonably be expected to be material, then such                           settlement shall require Client's written consent                           (not to be unreasonably withheld or delayed) and                           Client may have its own counsel in attendance at all                           proceedings and substantive negotiations relating to                           such claim.





              c)       EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY                           MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT                           MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND                           ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED                           WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A                           PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

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14.              LIMITATION OF LIABILITY

              EXCEPT UNDER SECTIONS 13(a) AND 13(b), IN NO EVENT WILL EITHER                  PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR                  CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT,                  TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT                  PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.                  EXCEPT UNDER SECTIONS 13(a) AND 13(b), THE LIABILITY OF EITHER                  PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN                  CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND                  WILL NOT EXCEED, THE AMOUNTS TO BE PAID BY CLIENT TO EXCITE                  HEREUNDER.

15.              DISPUTE RESOLUTION

              a)       The parties agree that any breach of either of the                           parties' obligations regarding trademarks, service                           marks or trade names, confidentiality and/or User                           Data would result in irreparable injury for which                           there is no adequate remedy at law.  Therefore, in                           the event of any breach or threatened breach of a                           party's obligations regarding trademarks, service                           marks or trade names or confidentiality, the                           aggrieved party will be entitled to seek equitable                           relief in addition to its other available legal                           remedies in a court of competent jurisdiction.

              b)       In the event of disputes between the parties arising                           from or concerning in any manner the subject matter                           of this Agreement, other than disputes arising from                           or concerning trademarks, service marks or trade                           names, confidentiality and/or User Data, the parties                           will first attempt to resolve the dispute(s) through                           good faith negotiation.  In the event that the                           dispute(s) cannot be resolved through good faith                           negotiation, the parties will refer the dispute(s) to                           a mutually acceptable mediator.

              c)       In the event that disputes between the parties                           arising from or concerning in any manner the subject                           matter of this Agreement, other than disputes arising                           from or concerning trademarks, service marks or trade                           names, confidentiality and/or User Data, cannot be                           resolved through good faith negotiation and                           mediation, the parties will refer the dispute(s) to                           the American Arbitration Association for resolution                           through binding arbitration by a single arbitrator                           pursuant to the American Arbitration Association's                           rules applicable to commercial disputes.

16.              GENERAL

              a)       Assignment.  Neither party may assign this Agreement,                           in whole or in part, without the other party's                           written consent (which will not be unreasonably                           withheld or delayed), except that no such consent                           will be required in connection with (i) a merger,                           reorganization or sale of all, or substantially all,                           of such party's assets or its

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                       Internet business assets (ii) either party's                           assignment and/or delegation of its rights and





                       responsibilities hereunder to a wholly-owned                           subsidiary or affiliate or joint venture in which the                           assigning party holds an interest.  Any attempt to                           assign this Agreement other than as permitted above                           will be null and void.

              b)       Governing Law.  This Agreement will be governed by                           and construed in accordance with the laws of the                           State of California, notwithstanding the actual state                           or country of residence or incorporation of Excite or                           Client.

              c)       Notice.  Any notice under this Agreement will be in                           writing and delivered by personal delivery, express                           courier, confirmed facsimile, confirmed email or                           certified or registered mail, return receipt                           requested, and will be deemed given upon personal                           delivery, one (1) day after deposit with express                           courier, upon confirmation of receipt of facsimile or                           email or five (5) days after deposit in the mail.                           Notices will be sent to a party at its address set                           forth in this Agreement or such other address as that                           party may specify in writing pursuant to this                           Section.

              d)       No Agency.  The parties are independent contractors                           and will have no power or authority to assume or                           create any obligation or responsibility on behalf of                           each other.  This Agreement will not be construed to                           create or imply any partnership, agency or joint                           venture.

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

              f)       Severability.  In the event that any of the                           provisions of this Agreement are held to be                           unenforceable by a court or arbitrator, the remaining                           portions of the Agreement will remain in full force                           and effect.

              g)       Entire Agreement.  This Agreement is the complete and                           exclusive agreement between the parties with respect                           to the subject matter hereof, superseding any prior                           agreements and communications (both written and oral)                           regarding such subject matter.  This Agreement may                           only be modified, or any rights under it waived, by a                           written document executed by both parties.

              h)       Counterparts.  This Agreement may be executed in                           counterparts, each of which will serve to evidence                           the parties' binding agreement.

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VITAMIN SHOPPE INDUSTRIES INC.                     EXCITE, INC.

                                              By:       [SIG]                                    By:      [SIG]    --------------------------------                   --------------------------------

Name: J. Howard                                    Name: Robert C. Hood      ------------------------------                     ------------------------------

Title: President/CEO                               Title: EVP/CFO       -----------------------------                      -----------------------------

Date: 9/23/98                                      Date: 9/29/98      ------------------------------                     ------------------------------

4700 Westside Avenue                               555 Broadway North Bergen, New Jersey 07047                     Redwood City, California 94063                                                    650.568.6000 (voice)                                                    650.568.6030 (fax)





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                                EXHIBIT A

                                 KEYWORDS

                                                                                     acidophilus                   cholesterol              greentree           obesity                 medicine acids                         chondroitin              healing             omega                   aromatherapy adhd                          chromium picolinate      health              organic                 bodybuilding aids                          co q 10                  herb                pinnacle                diet alternative medicine          coenzyme q10             herb tea            pms                     fitness amino acids                   complimentary            herbal              pregnant                herbs andrew weil                   energy                   herbal extracts     pregnancy               health andro complex                 enzymmatic               herbal tea          prenatal                homeopathic androstat                     therapy                  herbal teas         prevention              multivitamins Androstat 100                 essential oils           herbs               protein                 nutrition androstat 6                   ester                    hiv                 protein powders         stress Androstene                    exercise                 holistic            ripped                  vitamins androstenedione               extract                  holistic healing    rna                     vitamin antioxidant                   fat                      holistic medicine   saint john's wort       wellness antioxidants                  fatty acids              homeopathic         saw palmetto            weightloss anxiety                       fen phen                 homeopathic         schiff aphrodisiac                   phen fen                 natrol              sex aphrodisiacs                  fiber                    nature              sexual enhancer aroma                         fitness                  natural             steroids aromatherapy                  garry null               natural food        solaray atkins                        ginkgo                   supplements         source natural bodybuilder                   ginkgo biloba            natural healing     sports nutrition bodybuilders                  ginseng                  natural medicine    st. johns wort bodybuilding                  glucosamine              natures way         st john's wort calcium                       green tea                nature's way        stress cancer                        green tree               nutrition           sulfate cats claw                     greentea                 nutritional         alternative

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                               medicine          remedies coq10             homeopathy           supplement country life      iron                 supplements creatine          kal                  tablets creatine          kava                 teas monohydrate depression        kava kava            twinlab diet              lactose              vegetarian dietary           magnesium            vegetarians dione             melatonin            viagra disease           mental alertness     vitamin dna               MetRx                vitamins dr. andrew weil   mother nature        vitasave dr. atkins        mother's nature      weight lifting dr. weil          msm                  weight loss dr. wiel          msm sulphur          weightlifting eas               multivitamins        weightloss echinacea         natrol               wellness                                        yohimbe

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                                EXHIBIT B

                           MATCHLOGIC SERVICES

AD MANAGEMENT, MEASUREMENT & OPTIMIZATION Ad Management, Measurement and Optimization refers to the suite of services and technologies to be used to measure and evaluate variables contributing to the performance of client marketing messages within the Excite Network. Descriptions of the services and technologies to be leveraged throughout the





optimization process are highlighted below.

CENTRALIZED AD SERVING Through its proprietary centralized ad serving infrastructure, MatchLogic will facilitate the trafficking, delivery, tracking and reporting of Client's banners throughout the Excite Network.  During the ad management process, MatchLogic will employ TrueCount(sm) cache counting techniques as the underlying measurement technology for the reporting of client campaign performance data.  Basic campaign performance data including primary impressions, clicks, click %, cache impressions and total impressions will be supplied to Client daily through an online interface.

TRUEFFECT(sm) TruEffect(sm) refers to the process of establishing, tracking and communicating the relationship between locations from which users have interacted with Client's marketing messages and the activities they engaged in at the Client Site as a result of these interactions.  TruEffect(sm) measurement will allow Client to directly relate user activity within the Client Site to marketing messages within the Excite Network.  As a result of these measurements, Client will have the ability to optimize campaigns in order to drive actual user activities or transactions.  Client will be able to identify the number of unique visitors coming to the Client Site or promotional areas, from which message and area they originated, and the number of measurable transactions these visitors performed.  Additionally, measurements of reach and frequency will accompany this analysis.

Upon successful implementation of TruEffect(sm), performance reporting will be available to Client on a daily basis through an online interface.

LANDSCAPE(sm) LandscapE(sm) demographic profile reports will afford Client an effective means of understanding the visitor segments exposed to Client's messages or interacting with Client sponsored content areas within the Excite Network.  All of the information contained within the demographic profiles is derived from consumers who have been both exposed to an advertising campaign and are also within MatchLogic's Digital 1:1(sm) database (MatchLogic's proprietary consumer database).  When a subset of unique visitors taken from all visitors exposed to a Client's marketing message or content area are matched against the Digital 1:1(sm) database, demographic profiles are derived.  The matched records create a sample of visitors that are used to demographically represent and statistically profile

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each visitor segment.  These profiles will allow Client to compare its understanding of its customers offline to its customers online as a basis for more effective segmenting and future targeting.

LandscapE(sm) reports are generated on a campaign basis and will include measurements of campaign reach by Age, Gender, Age/Gender, Household Income, and Household Income/Age.  These reports will be made available to Client once statistically significant profiles have been established.

TRUESELECT(sm) TrueSelect(sm) is MatchLogic's centralized advertising targeting system. TrueSelect(sm) enables MatchLogic to project demographics of users across the Internet based on our Digital 1:1 database, user traffic and user search patterns.  The first implementation of this technology will be Virtual Keywords slated for release in 4Q98.  Virtual Keywords will allow MatchLogic to actively target a user on the Excite Network based on the user's input of search terms at a previous point in time.  TrueSelect(sm) will be able to track and target users by Virtual Keywords on both an inter-day and intra-day basis.  Following Virtual Keywords, TrueSelect(sm) capabilities will enable marketers to actively target specific users based on predetermined demographic or lifestyle information in real time.

Upon release of this technology, delivery of TrueSelect(sm) targeted messaging for Client is highly dependent on a number of qualifying criteria.  A critical qualifier for the implementation of TrueSelect(sm) will be the establishment of a significant behavioral profile target for Client's customers as highlighted within the LandscapE(sm) services description above.

DELIVERE(sm) DeliverE(sm), MatchLogic's email marketing service will be leveraged to deliver email marketing campaigns on behalf of Vitamin Shoppe.  The DeliverE(sm) team will consult with Client to evaluate current business objectives (branding, acquisition, retention, reactivation, etc.) and develop e-mail strategies that meet these specific objectives.  Once appropriate strategies have been established, MatchLogic will target both MatchLogic and Excite registered users for the facilitation of the Client's program.  Performance results for these campaigns will be provided to Client and assist in the development of strategies for subsequent e-mail campaigns.





Projected delivery schedules for DeliverE(sm) services over the [*****]-year term of this agreement are as follows.

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are matched against the Digital 1:1(sm) database, demographic profiles are derived. The matched records create a sample of visitors that are used to demographically represent and statistically profile each visitor segment. These profiles will allow Client to compare its understanding of its customers offline to its customers online as a basis for more effective segmenting and future targeting.

LandscapE(sm) reports are generated on a campaign basis and will include measurements of campaign reach by Age, Gender, Age/Gender, Household Income, and Household Income/Age. These reports will be made available to Client once statistically significant profiles have been established.

TRUESELECT(sm)

TrueSelect(sm) is MatchLogic' centralized advertising targeting system. TrueSelect(sm) enables MatchLogic to project demographics of users across the Internet based on our Digital 1:1 database, user traffic and user search patterns. The first implementation of this technology will be Virtual Keywords stated for release in 4Q98. Virtual Keywords will allow MatchLogic to actively target a user on the Excite Network based on the user's input of search terms at a previous point in time. TrueSelect(sm) will be able to track and target users by Virtual Keywords on both an inter-day and intra-day basis. Following Virtual Keywords, TrueSelect(sm) capabilities will enable marketers to actively target specific users based on predetermined demographic or lifestyle information in real time.

Upon release of this technology, delivery of TrueSelect(sm) targeted messaging for Client is highly dependent on a number of qualifying criteria. A critical qualifier for the implementation of TrueSelect(sm) will be the establishment of a significant behavioral profile target for Client's customers as highlighted within the LandscapE(sm) services description above.

DELIVERE(sm)

DeliverE(sm), MatchLogic's email marketing service will be leveraged to deliver email marketing campaigns on behalf of Vitamin Shoppe. The DeliverE(sm) team will consult with Client to evaluate current business objectives (branding, acquisition, retention, reactivation, etc.) and develop e-mail strategies that meet these specific objectives. Once appropriate strategies have been established, MatchLogic will target both MatchLogic and Excite registered users for the facilitation of the Client's program. Performance results for these campaigns will be provided to Client and assist in the development of strategies for subsequent e-mail campaigns.

Projected delivery schedules for DeliverE(sm) services over the [*****]-year term of this agreement are as follows.

[*****] TESTS                    INCLUSIONS                    VOLUME - ----------------------------------------------------------------------------                                                   12 Exclusive Offer       2 e-mail offer tests          [*****] Tests                          Push against best offer       [*****]

                      Target model creation         [*****]

                      Model role-out                [*****] - ---------------------------------------------------------------------------- 7 Prospecting Co-op      Offer role-out to co-op       [*****] Tests                    file - ----------------------------------------------------------------------------                                                        [*****] - ----------------------------------------------------------------------------

[*****] TESTS                    INCLUSIONS                    VOLUME - ----------------------------------------------------------------------------                                                   12 Exclusive Offer       2 e-mail offer tests          [*****] Tests                          Push against best offer       [*****]





                      Target model creation         [*****]

                      Model role-out                [*****] - ---------------------------------------------------------------------------- 13 Prospecting Co-op     Offer role-out to co-op       [*****] Tests                    file - ----------------------------------------------------------------------------                                                        [*****] - ----------------------------------------------------------------------------

Above listed DeliverE(sm) services are to be allocated to meet Client's needs and overall production schedule.

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                                EXHIBIT C

                   ANNUAL IMPRESSION DELIVERY SCHEDULE

Vitamin Shoppe Industries WC/Excite Placement Details       *LINE ITEM PLACEMENTS AND IMPRESSIONS ARE                                   ESTIMATES ONLY AN WILL CHANGE OVER TIME

EXHIBIT C

Products                        Description                            Item #   [*****] Estimated   [*****] Estimated       TOTALS                                                                          in         IMPS                IMPS                                                                       Contract                                                                                                                   Excite Integrated Links Excite Japan                        Sponsorship/Promotion Positions       #3b      [*****]              [*****]             [*****] Excite Nutrition & Vitamins         Sponsorship/Promotion Positions       #3c      [*****]              [*****]             [*****]                                                                                                                                   0                                                                                                                                   0                                                                                                                                   0 - ---------------------------------------------------------------------------------------------------------------------------- Excite Links, subtotal                                                             [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------      Excite Banners NONE - ---------------------------------------------------------------------------------------------------------------------------- Excite Banner subtotal                                                             [*****]              [*****]             [*****] - ---------------------------------------------------------------------------------------------------------------------------- Excite Links/Banner subtotal                                                       [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------      WebCrawler Integrated Links WC Health Home Page                 Home Page Rotation                    #1b      [*****]              [*****]             [*****] WC Nutrition & Vitamin Sub Channel  Link                                  #1c      [*****]              [*****]             [*****] WC Health Channel                   Promotional Opportunities,                     [*****]              [*****]             [*****]                                     i.e., alternative medicine            #1d WC Health Channel                   Sponsorship Strip                     #1e      [*****]              [*****]             [*****] WC Shopping Channel                 Under Health & Fitness Sub                                     Channel                               #2b      [*****]              [*****]             [*****] WC Shopping Channel                 Under Health & Fitness/                                     Groceries Sub Channel                 #2c      [*****]              [*****]             [*****]                                                                                                                                   0                                                                                                                                   0                                                                                                                                   0 - ---------------------------------------------------------------------------------------------------------------------------- WebCrawler Links Subtotal                                                          [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------      WebCrawler Banners

WC Keywords                         Search                                #5a      [*****]              [*****]             [*****] WC Health Channel                   Channel Rotation                      #5b      [*****]              [*****]             [*****] WC Health Channel                   Mutually determined departments       #5c      [*****]              [*****]             [*****] WC General Rotation                 General Rotation across WC site       #5d      [*****]              [*****]             [*****]                                                                                                                                  0 - ---------------------------------------------------------------------------------------------------------------------------- WebCrawler Banner subtotal                                                         [*****]              [*****]             [*****] - ---------------------------------------------------------------------------------------------------------------------------- WebCrawler Links/Banner subtotal                                                   [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------                                                                                                                                  0 - ----------------------------------------------------------------------------------------------------------------------------                                                                                                                                  0 - -----------------------------------------------------------------------------------------------------------------------------------                                                                                                                                  0 - ----------------------------------------------------------------------------------------------------------------------------------- S&P Links Total                                                                    [*****]              [*****]             [*****] S&P Banner Total                                                                   [*****]              [*****]             [*****]





- ---------------------------------------------------------------------------------------------------------------------------- Grand Total                                                                        [*****]              [*****]             [*****] - ----------------------------------------------------------------------------------------------------------------------------

Vitamin Shoppe E Sponsorship Agr/bja Version 980918

                                    22

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During the term of the Agreement, the parties agree to cooperate in good faith and use commercially reasonable efforts to evaluate the quality and performance of the placements used to deliver the impressions described in the Agreement and to modify such placements in an effort to reach the objectives set forth in this Agreement.

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                                EXHIBIT D

                           CLIENT'S COMPETITORS

Acta Pharmacal                               Nutritional Warehouse All Vitamins                                 Phillips Nutritional Austin Nutritional                           Puritans Pride BenSalem Naturals                            Reach4life B-Vital                                      Realtime Chayas Chemical-Free                         S. Shiraishi Office, Inc. Cherokee Naturals, Inc                       Shop Vitamins Club Vitamin                                 The Herb Shop GNC                                          The Herb Shoppe Good Life Nutrition                          The Nickel and Thyme Shoppe Green Tree                                   The Vitamin Source Green Turtle Bay Vitamin                     The Vitamin Tree Greenshack Direct                            US Health Distributors, Inc Health and Vitamin Express                   Vita Save Health Depot                                 VitaCare Infinity 2                                   VitaFit Jamieson Natural Sources                     Vital Life Karemore Vitamin Company                     Vitamin Depot Kava Systems                                 Vitamin Express L & H Vitamins                               Vitamin House Life Plus Vitamins                           Vitamin House MineralNet                                   Vitamin Shack Mother Nature's General Store                Vitamin Warehouse, Inc. Mountain Naturals Vitamins                   Vitamins for Life My Vitamins                                  Vitamins Online Nature Sunshine                              Vitamins.com Nature Sunshine Herb and Vitamins            Vitanet Noah's Ark                                   Vitawise Nutritional Direct                           Wholesale Vitamins

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A:
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.
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