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.

[EX 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

                                    10    11                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                       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

                                    11    12                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                       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

                                    12    13                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                       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.

                                    13    14                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

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

                                    14    15                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                       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.

                                    15    16                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

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)





                                    16    17                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                                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

                                    17    18                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                               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

                                    18    19                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                                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

                                    19    20                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

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.

                                    20    21                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

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.

                                    21    22                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                                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

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

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.

                                    23    24                             CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY                                     WITH THE SECURITIES AND EXCHANGE COMMISSION.                                                      ASTERISKS DENOTE OMISSIONS.

                                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

                                    24
[EX 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.

[EX Q]: Exhibit 6.1

APPLICATION DEVELOPMENT AGREEMENT This Application Development Agreement (the Agreement) is entered into as of March 20, 2020, effective as of March 20, 2020 (the Effective Date) by and between InfinixSoft Global LLC, a Florida Limited Liability Company, with its principal office located at 360 NE 75 St Miami, Suite #127, 33138, Miami, Florida (the Developer) and Clickstream Corporation with its principal office located at 1801 Century Park East Suite 1201 Los Angeles, CA 90067 (the Client) and together with the Developer ( the Parties). RECITALS WHEREAS, the Client is engaged in the business of developing and designing mobile software applications; and WHEREAS, the Developer is engaged in the business of developing and designing application solutions; and WHEREAS, the Client wishes to engage the Developer as an independent contractor for the Client for the purpose of designing the Client's application (the Application) on the terms and conditions set forth below; and WHEREAS, the Developer wishes to design the Application and agrees to do so under the terms and conditions of this Agreement; and WHEREAS, each Party is duly authorized and capable of entering into this Agreement. NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows: 1. PURPOSE. The Client hereby appoints and engages the Developer, and the Developer hereby accepts this appointment, to perform the services described in Exhibit A attached hereto and made a part hereof, in connection with the design of the Application (collectively, the Services). 2. COMPENSATION. The total compensation for the design of the app shall be as set forth in Exhibit A hereto. These payments shall be made in installments according to the schedule set forth in Exhibit A hereto. 3. TERM. This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the provisions of Section 4 of this Agreement, will continue until the expiration of the Warranty Period as defined in subsection 9(a) of this Agreement. 4. TERMINATION. (a) Types of Termination. This Agreement may be terminated: 1. By either Party on provision of seven (7) days written notice to the other Party in case of a Force Majeure Event. 2. Client has the unilateral right to cancel this agreement at any time within a 7-day notice period. Further, Developer can only cancel due to lack of payment. Client will have a 30 day right to cure before a cancelation can occur. 3. By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party's material breach is not cured within three (3) days of receipt of written notice thereof. This shall include any delays to the timeline specified in Exhibit A. 4. By the Client at any time and without prior notice, if the Developer is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Client, or is guilty of serious misconduct in connection with performance under this Agreement.

1 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020





(b) Responsibilities after Termination. Following the termination of this Agreement for any reason, the Client shall promptly pay the Developer according to the terms of Exhibit A for Services rendered before the effective date of the termination (the Termination Date). The Developer acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement. All intellectual property developed pursuant to this Agreement before the Termination Date shall be delivered to the Client within one day of the Termination Date. 5. RESPONSIBILITIES. (a) Of the Developer. The Developer agrees to do each of the following: 1. Create the Application System as detailed in Exhibit A to this Agreement and extend its best efforts to ensure that the design and functionality of the Application System meets the Client's specifications. 2. Devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner and to the timeframe specified in this agreement. 3. Perform the Services in a workmanlike manner and with professional diligence and skill, as a fully trained, skilled, competent, and experienced personnel. 4. On completion of the Application System, assist the Client in installation of the Application System to its final location, which assistance will include helping the Client with its upload of the finished files to the Client's selected Web-hosting Client and submitting for approval on the Apple Store and Google Play Store. 5. Provide Services and an Application System that are satisfactory and acceptable to the Client and free of defects. 6. Communicate and show with the Client regarding progress it has made with respect to the milestones listed in this agreement. 7. Operate and Maintain the Application System through hosting of games including customer Support 8. Assist the Client in identification and acquisition of corporate sponsors 9. Include internal messaging system whereas users can communicate with each other (b) Of the Client. The Client agrees to do each of the following: 1. Engage the Developer as the creator of its Application System. 2. Provide all assistance and cooperation to the Developer in order to complete the Application System timely and efficiently. 3. Provide initial information and supply all content for the Application System. 4. Provide acceptance testing and certification within one week of deployment of final build

2 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020





6. CONFIDENTIAL INFORMATION. The Developer agrees, during the Term and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Client, or to disclose to any person, firm, or corporation without the prior written authorization of the Client, any Confidential Information of the Client. Confidential Information means any of the Client's proprietary information, technical data, trade secrets, or know-how, including, but not limited to, business plans, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to the Developer by the Client either directly or indirectly. 7. PARTIES' REPRESENTATIONS AND WARRANTIES. (a) The Parties each represent and warrant as follows: 1. Each Party has full power, authority, and right to perform its obligations under the Agreement. 2. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally and equitable remedies). 3. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party. (b) The Developer hereby represents and warrants as follows: 1. The Developer has the right to control and direct the means, details, manner, and method by which the Services required by this Agreement will be performed. 2. The Developer has the experience and ability to perform the Services required by this Agreement. 3. The Developer has the right to perform the Services required by this Agreement at any place or location, and at such times as the Developer shall determine. 4. The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Developer shall obtain all permits or permissions required to comply with such laws, rules, or regulations. 5. The Services required by this Agreement shall be performed by the Developer, and the Client shall not be required to hire, supervise, or pay any assistants to help the Developer perform such services. 6. The Developer is responsible for paying all ordinary and necessary expenses of itself or its staff. 7. The Developer shall not develop, maintain or market a similar platform and will not compete with the Client directly or indirectly worldwide. 8. At the time cash online betting is implemented, incorporate and update the approximate 40 algorithms previously developed by Developer for Client. (c) The Client hereby represents and warrants as follows: 1. The Client will make timely payments of amounts earned by the Developer under this Agreement. 2. The Client shall notify the Developer of any changes to its procedures affecting the Developer's obligations under this Agreement at least three days prior to implementing such changes. 3. The Client shall provide such other assistance to the Developer as it deems reasonable and appropriate. 4. Because of the trade secret subject matter of Developer's business, Client agrees that, during the term of this Agreement and for a period of two (2) years thereafter, it will not solicit the services of any of Developer's employees, consultants or suppliers for Client's own benefit or for the benefit of any other person or entity.

3 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020





8. APPLICATION REPRESENTATIONS AND WARRANTIES. (a) Performance. The Developer hereby warrants and represents that following delivery of the Application System to the Client (which shall be deeded to occur only on the date the Web Application is uploaded to the AWS for distribution) pursuant to Exhibit A (the Support Period), the Application will be free from programming errors and defects in workmanship and materials, and will conform to the specifications of Exhibit A. If programming errors or other defects are discovered during the Support Period, the Developer shall promptly remedy those errors or defects at its own expense. The developer will fix any bugs that may come up from the original contract after the 90 days warranty has passed. (b) No Disablement. The Developer hereby warrants and represents that the Application System, when delivered or accessed by the Client, will be free from material defects, and from viruses, logic locks, and other disabling devices or codes, and in particular will not contain any virus, Trojan horse, worm, drop-dead devices, trap doors, time bombs, or other software routines or other hardware component that could permit unauthorized access, disable, erase, or otherwise harm the Application System or any software, hardware, or data, cause the Application System or any software or hardware to perform any functions other than those specified in this Agreement, halt, disrupt, or degrade the operation of the Application System or any software or hardware, or perform any other such actions. 9. TIMING AND DELAYS. The Developer recognizes and agrees that failure to deliver the Application in accordance with the delivery schedule detailed in Exhibit A to this Agreement will result in expense and damage to the Client. The Developer shall inform the Client immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken to ensure completion of the Application System according to such schedule. If a delivery date is missed, the Client may, in its sole discretion, declare such delay a material breach of the Agreement under subsection 4(a) and pursue all of its legal and equitable remedies. The Client may not declare a breach, and the Developer cannot be held in breach of this Agreement, of this section if such delay is caused by an action or failure of action of the Client. In such case, the Developer will provide the Client with written notice of the delay and work on the Application System will work until the reason for the delay has been resolved by the Client and written notice of that resolution has been provided to the Developer. 10. NATURE OF RELATIONSHIP. (a) Independent Contractor Status. The Developer agrees to perform the Services hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Developer is and will remain an independent contractor in its relationship to the Client. The Client shall not be responsible for withholding taxes with respect to the Developer's compensation hereunder. The Developer shall have no claim against the Client hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party or a third party. (b) Indemnification of Client by Developer. The Client has entered into this Agreement in reliance on information provided by the Developer, including the Developer's express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If any regulatory body or court of competent jurisdiction finds that the Developer is not an independent contractor and/or is not in compliance with applicable laws related to work as an independent contractor, based on the Developer's own actions, the Developer shall assume full responsibility and liability for all taxes, assessments, and penalties imposed against the Developer and/or the Client resulting from such contrary interpretation, including but not limited to taxes, assessments, and penalties that would have been deducted from the Developer's earnings had the Developer been on the Client's payroll and employed as an employee of the Client.

4 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020





11. WORK FOR HIRE. (a) Work for Hire. The Developer expressly acknowledges and agrees that any all proprietary materials prepared by the Developer under this Agreement shall be considered works for hire and the exclusive property of the Client unless otherwise specified. These items shall include, but shall not be limited to, any and all deliverables resulting from the Developer's Services or contemplated by this Agreement, all tangible results and proceeds of the Services, works in progress, records, diagrams, notes, drawings, specifications, schematics, documents, designs, improvements, inventions, discoveries, developments, trademarks,, licenses, trade secrets, customer lists, databases, software, programs, middleware, applications, and solutions conceived, made, or discovered by the Developer, solely or in collaboration with others, during the Term of this Agreement relating in any manner to the Developer's Services. (b) Additional Action to Assign Interest. To the extent such work may not be deemed a work for hire under applicable law, the Developer hereby assigns to the Client all of its right, title, and interest in and to such work. The Developer shall execute and deliver to the Client any instruments of transfer and take such other action that the Client may reasonably request, including, without limitation, executing and filing, at the Client's expense, copyright applications, assignments, and other documents required for the protection of the Client's rights to such materials. (c) Notice of Incorporation of Existing Work. If the Developer intends to integrate or incorporate any work that it previously created into any work product to be created in furtherance of its performance of the Services, the Developer must obtain the Client's prior written approval of such integration or incorporation. If the Client, in its reasonable discretion, consents, the Client is hereby granted an exclusive, worldwide, royalty-free, perpetual, irrevocable license to use, distribute, modify, publish, and otherwise exploit the incorporated items in connection with the work product developed for the Client. 12. RETURN OF PROPERTY. Within three (3) days of the termination of this Agreement, whether by expiration or otherwise, the Developer agrees to return to the Client all Client products, samples, models, or other property and all documents, retaining no copies or notes, relating to the Client's business including, but not limited to, reports, abstracts, lists, correspondence, information, computer files, computer disks, and all other materials and all copies of such material obtained by the Developer during and in connection with its representation of the Client. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the Client's business, whether prepared by the Developer or otherwise coming into its possession, shall remain the Client's exclusive property. 13. INDEMNIFICATION. (a) Of Client by Developer. The Developer shall indemnify and hold harmless the Client and its officers, members, managers, employees, agents, contractors, sub licensees, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys' fees and disbursements (collectively, the Claims) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Developer arising from or connected with the Developer's carrying out of its duties under this Agreement, or (ii) the Developer's breach of any of its obligations, agreements, or duties under this Agreement. (b) Of Developer by Client. The Client shall indemnify and hold harmless the Developer from and against all Claims that it may suffer from or incur and that arise or result primarily from (i) the Client's operation of its business, (ii) the Client's breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party, or (iii) the Client's breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Developer.

5 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020





14. INTELLECTUAL PROPERTY. (a) No Intellectual Property Infringement by Developer. The Developer hereby represents and warrants that the use and proposed use of the Application by the Client or any third party does not and shall not infringe, and the Developer has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party in the Application, and the use of the Application will not include any activity that may constitute passing off. To the extent the Application infringes on the rights of any such third party, the Developer shall obtain a license or consent from such third party permitting the use of the Application. It is hereby stated, the Application developed under this agreement is the exclusive worldwide sole property of Client. (b) No Intellectual Property Infringement by Client. The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for inclusion in the Application are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Developer and its subcontractors from any liability (including attorneys' fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client. (c) Continuing Ownership of Existing Trademarks, Copyrights and Patents. The Developer recognizes the Client's right, title, and interest in and to all service marks, trademarks, trade names , Copyrights and Patents used by the Client and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Client's right, title, and interest therein, nor shall the Developer cause diminishment of value of said trademarks or trade names through any act or representation. The Developer shall not apply for, acquire, or claim any right, title, or interest in or to any such service marks, trademarks, trade names, Copyrights and Patents or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, the Developer shall cease to use all of the Client's trademarks, marks, and trade names. (d) The Developer recognizes that the complete Intellectual Property of the project belongs to the Client. The Developer will deliver to the Client all the source code, licenses and other assets used during the process as soon as the work described in this proposal is finished under client acceptation and after receiving the last payment. 15. AMENDMENTS. No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties. 16. ASSIGNMENT. The Client may assign this Agreement freely, in whole or in part. The Developer may not, without the written consent of the Client, assign, subcontract, or delegate its obligations under this Agreement, except that the Developer may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement, which transfer will be effective only after receipt by the Client of written notice of such assignment or transfer. 17. SUCCESSORS AND ASSIGNS. All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties. 18. FORCE MAJEURE. A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party's reasonable control (each a Force Majeure Event); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:

6 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020





(a) notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and (b) use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder. 19. NO IMPLIED WAIVER. The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation. 20. NOTICE. Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows: If to the Client: Contact: Frank Magliochetti, CEO Company Name: Clickstream Corp. Main Address: 1801 Century Park East Suite 1201 Los Angeles, CA 90067 If to the Developer: Contact: Ivan Saroka, CEO Company Name: InfinixSoft Global LLC Main Address: 360 NE 75th St. Suite #127, 33138, Miami, Florida 21. GOVERNING LAW. This Agreement shall be governed by the laws of the state of Florida. If litigation results from or arises out of this Agreement or the performance thereof, each Party shall be responsible for its own attorneys' fees, court costs, and all other expenses, whether or not taxable by the court as costs. 22. COUNTERPARTS/ELECTRONIC SIGNATURES. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. 23. SEVERABILITY. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein. 24. ENTIRE AGREEMENT. This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

7 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020





25. HEADINGS. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. ********************************************************************************************** EXHIBIT A A. PURPOSE OF APPLICATION SYSTEM. To create a new iOS / Android Native app and a web responsive site to allow users to connect with each other inside a unique social betting platform. The Platform is social trivia, initially sports trivia and other trivia contests leading to peer to peer betting intended for the causal and non- professional betting market. A landing page to promote the product is included as well for desktop and mobile devices. Developer will publish the app in Apple Store / Google Play Store with developer accounts registered to the client. The responsive website will be uploaded and deployed into an AWS Environment also registered to the client. The applications and responsive website will be fed by a Ruby on Rails backend with the according API. The API will be open to be used in other sports betting platforms. The app will be developed under the following considerations: ● Native iOS Swift 5.0 Language with Xcode Development Environment. ● Native JAVA with Android Studio for Android Devices with OS 6.0+ ● Ruby On Rails Backend + PostgreSQL + Rest API ● HTML5 + CSS 3 + Bootstrap Core Platform The Core of Click Stream is a free to play gaming platform that caters untapped market of the causal users that will spend a few seconds to interact with a platform for free in order to win real money. Our primary target is not the sports betters or the fantasy players. We target a more general demographic that is much more general and includes more of the female population. Our games will initially be quick to play quiz type games that allows the user to get involved in around 20 seconds, and then receive results from push notifications. Game types are set up dynamically with live game shows with Hosts 2 - 4 times per month. Because the format doesn't change, we can run games nightly for NBA to NHL, NFL to individual events such as the Oscars, other awards shows, and new sporting events such as Soccer and Nascar. Games and events automated from the backend and launched automatically. Api's Are plugged in to track results in real time, and there is a manual option to allow customs events that can be run through the platform. Business model- What sets our platform apart from other platforms in this untapped casual industry is that we have winners win significant amounts of money via time breakers, timing of inputting answers etc. Competitor platforms pay out an average of a few dollars. Our winners are more top loaded and pay out around $2,500 per the top 5 and $1,000 per the top 10. Initially monetization is based upon sponsors paying out the pots. IE, a pot for a single game will be around $25,000 to the winners and Sponsors will pay around $30,000 to $35,000 to sponsor the event. In return they will get around 30,000-75,000 unique user hits and eyeballs to their product/company.

8 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020





Eventually the platform will expand into affiliate sales of products and once the audience has grown large enough, peer to peer betting. Monetization We will initially fund the first month of pots in order to attract enough users to get sponsors. After the first month we will have enough users to begin having sponsors pay the pots. We will then expand to peer to peer betting and advertising. B. SERVICES. The Developer will develop the mobile application based on the Client's specifications, will assist the Client in acquiring corporate sponsors and will operate and maintain the Application System through hosting of games including customer support. The Client will provide The Developer with all necessary information to carry out the development process. C. SPECIFICATIONS. Features for Website & iOS / Android Mobile App for users include: ● Home Screen ● Users Sign in / Sign up ● Profile Creation / Edition with ● Social Networks links ● Add image / Videos ● In App Purchase by each platform convenient method + Stripe.com integration on website. ● Lineup Creation ● SMS/email alert system (when a lineup has to be changed). ● Monetization / Subscription Model ● Mirco social betting ● Peer to Peer betting ● Group betting ● Dynamic Quiz game Engine ● Other dynamic Game Engines ● Homepage with newsfeed, how to play screens, institutional information, Twitter feeds, promotions and other CTAs. ● Historical data with How your lineup did compared to winning lineups. ● Push Notification ● Pop up (Advertiser) ● Rate Us ● Chat ● Block / Delete ● Terms of Use / Privacy Policy ● Analytics integration Web Admin Dashboard features include: ● Statistics to see the data in real-time ● Resolve payment issues ● Users Main Administration ● Disable / Lock Users ● Homepage features administration. ● Confirm Signup ● Forgot Password ● Payment success / receipt ● Payment Failed ● Renew Reminder ● Renew Notice

9 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020





Transactional emails ● Welcome Email ● Order Confirmation ● Forgot Password Notes ● UI / UX design is included in the proposal. ● The source code belongs to the client and will be delivered as soon as the project is fully finished. ● Confidentiality: The main concept and idea of the platform are not to be shared by Developer. D. COMPLETION SCHEDULE. The schedule for completion of the Application Development (the Schedule) and the responsibilities under the Agreement is detailed as follows: Mobile / Web App development: 24 weeks + 4 weeks for QA & Details. E. MAINTENANCE AND SUPPORT. The Maintenance & Support is not included in this contract, but we suggest making a plan in the future that includes bug fixing, server monitoring and constant optimization of the apps. 90 days warranty (bugfixing) support is included. F. MILESTONES. ● Week 1 -> UI Design + Logo + Look & Feel ● Week 2-> UI Design - 40% of the UX flow completed ● Week 4 -> UI Design - 75% of the UX flow completed ● Week 6 -> Finished UI Design + Feedback / Technical Documentation ● Week 8 -> Final UI Design - Initial Dev. Process - Backend Development Started ● Week 10 -> Initial Dev. builds with 3 or more screens (hardcoded frontend) for iOS ● Week 12 -> Second Dev. builds with 6 or more screens (hardcoded frontend) for iOS ● Week 14 -> Third Dev. builds with all screens (hardcoded frontend) for iOS / Backend CMS in alpha stage ● Week 16 -> Registration process and Home APIs Integrated in Dev. builds. ● Week 18 ->Other APIs Integrated in Dev. builds. ● Week 20 -> Mobile Apps in Alpha Stage with 70% of the APIs Integrated ● Week 22 -> Mobile Apps in Alpha Stage with 90% of the APIs Integrated ● Week 23 -> Mobile Apps in Beta Stage of the APIs Integrated + Payment Gateway Integration ● Week 24 -> Final RC1 Build uploaded to stores + AWS Production Deployment subject to acceptance testing by client G. PAYMENT SCHEDULE. The total cost for the development of the project is $ 480,000. - Developer has accepted 4,122,394 shares of Clients common stock in exchange for $180,000 worth of services to be provided. The Shares were paid to INFX Development, LLC. (Certificate # 1054) and accepted by Developer as payment on December 30t h, 2019 Client will form subsidiary and register the new business if necessary.

10 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020





The Client agrees to pay to the Developer for the development of the project as listed above, the amount of the other $300,000. - according to the following schedule: ● $30,000. - down payment. ● $30,000.- mid payment (Week 2). ● $30,000.- mid payment (Week 6). ● $30,000.- mid payment (Week 9). ● $30,000.- mid payment Week 12). ● $30,000.- mid payment (Week 16). ● $30,000.- mid payment (Week 20). ● $90,000.- following Client acceptance of the Application, and when RC1 version is delivered and uploaded to stores. By signing below, the Parties agree to comply with all of the requirements contained in this agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written Clickstream Corp. By: Frank Magliochetti, CLIENT CEO Name: Title: CEO InfinixSoft Global LLC DEVELOPER By: Name: Ivan Alejandro Saroka Title: CEO - Founding Partner 11 │ Page

Source: CLICKSTREAM CORP, 1-A, 3/30/2020
[EX 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?

[EX Q]: Exhibit 10.1

Redactions with respect to certain portions hereof denoted with ***

COLLABORATION AGREEMENT

This Collaboration Agreement (the Agreement) is made as of April 14th, 2020 (the Effective Date) by and between Anixa Biosciences, Inc., a Delaware corporation, located at 3150 Almaden Expressway, Suite 250, San Jose, CA 95118, U.S.A. (Anixa), and OntoChem GmbH, a German limited liability company, located at Blücherstr. 24, D-06120 Halle (Saale), Germany (OntoChem). Anixa and OntoChem are referred to herein individually as a Party and collectively as the Parties.

WHEREAS, the Parties wish to collaborate in the discovery and development of novel drug candidates for the treatment of COVID-19 in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Defined Terms.

1.1 Affiliate means, with respect to a Party, any entity directly or indirectly controlled by, controlling or under common control with such Party. For purposes of this definition, control means (a) ownership of fifty percent (50%) (or such lesser percentage which is the maximum allowed to be owned by a foreign entity or investor in a particular jurisdiction) or more of the outstanding voting stock or other ownership interest of an entity, or (b) possession of the power to (i) elect, appoint, direct or remove fifty percent (50%) or more of the members of the board of directors or other governing body of an entity or (ii) otherwise direct or cause the direction of the management or policies of an entity by contract or otherwise.

1.2 Hit Compound means any chemical entity that is determined in performing the Research Plan to meet the Hit Criteria.

1.3 Hit Criteria means the criteria identified as Hit Criteria as set forth in the Research Plan.

1.4 Invention means any invention, know-how, data, discovery or proprietary information, whether or not patentable, that is made or generated solely by the Representatives of Anixa or OntoChem or jointly by the Representatives of Anixa and OntoChem in performing the Research Plan, including all intellectual property rights in the foregoing.

1.5 Representative means, with respect to a Party, an officer, director, employee, agent or permitted subcontractor of such Party.

1.6 Research Plan means the research plan attached hereto as Exhibit A.

1





1.7 SAR means the relationship between the chemical or three-dimensional structure of a compound and its biological activity, and includes the determination of the chemical groups responsible for evoking a target biological effect.

1.8 Target means: (a) any protease of any coronavirus, including Mpro; (b) the Nsp15-pRB ribonuclease protein- protein interaction; (c) all mutants and variants of any molecule or component referenced in clauses (a) or (b); and (d) all truncated forms (including fragments) of any molecule or component referenced in clauses (a) or (b) or mutant or variant referenced in clause (c).

1.9 Variant means, with respect to any Hit Compound: (a) all compounds within the genus of compounds to which such Hit Compound would belong under United States patent laws as referenced in the Selection Notice (as defined below); and (b) any base form, metabolite, ester, salt form, racemate, stereoisomer, polymorph, hydrate, anhydride or solvate of such Hit Compound or any other compound described in clause (a) (in the case of this clause (b), without regard to whether such compound is referenced in the Selection Notice).

2. Research Program.

2.1 Performance. The Parties will diligently perform their respective activities set forth in the Research Plan (such activities, collectively, the Research Program) in accordance with the timelines set forth therein, with the objective of identifying Hit Compounds and Lead Scaffolds that modulate the applicable Target. Without limiting the foregoing, OntoChem will (a) provide all deliverables set forth in the Research Plan (each, a Deliverable) and (b) obtain any authorizations, approvals and licenses required for performance of the Research Plan. If any terms set forth in the Research Plan conflict with the terms set forth in this Agreement, the terms of this Agreement will control unless expressly indicated to the contrary in the Research Plan. The Research Plan may not be amended without the prior written consent of both Parties. If, from time to time, the Parties desire to expand the scope of the Research Program, then they will negotiate in good faith a potential amendment of the Research Plan in regard to such expanded scope, on commercially reasonable terms, but neither Party will be obligated to enter into any such amendment.

2.2 Weekly Updates. OntoChem will provide Anixa with weekly (or more frequently as requested) updates regarding its progress under the Research Program via teleconference, videoconference or e-mail, and the Parties will make appropriate personnel available in a timely manner to discuss and provide feedback in regard to such updates.

2.3 Delivery of Data. In conjunction with each weekly update described in Section 2.2, OntoChem will deliver to Anixa all data generated under the Research Plan since the preceding update. In addition, Anixa will have the right to reasonably request additional information relating to such data, and OntoChem will respond to such requests promptly with any such additional information in its possession or control, provided that, for clarity, OntoChem will not be required to perform any new or additional research in order to generate any such additional information.

2





2.4 Selection of Lead Scaffolds. Within one year following completion of all activities under the Research Plan (the Selection Deadline), Anixa, in good faith consultation with OntoChem, will have the right to select up to two hundred (200) Hit Compounds (each, a Selected Hit Compound), by providing OntoChem with written notice of such Selected Hit Compound(s) (the Selection Notice), and each Selected Hit Compound, along with all Variants of such Selected Hit Compound referenced in the Selection Notice, is hereby designated as a Lead Scaffold under this Agreement. Commencing upon selection of a Selected Hit Compound, Anixa (itself and through its Affiliates and designees) will have sole authority over and control of the further development, manufacture, and commercialization of the corresponding Lead Scaffold and any product candidate or product incorporating a compound from such Lead Scaffold. Following the Selection Deadline, Anixa will have no further rights with respect to any Hit Compound that is not a Selected Hit Compound or included within a Lead Scaffold (each, a Rejected Hit Compound), provided that, during the period of two (2) years following the Selection Deadline, neither OntoChem nor any of its Affiliates will use or disclose to any third party any Rejected Hit Compound or any Variant thereof, including the identity, structure or SAR information of any such compound, for application as anti-viral agents or protease inhibitors, for purposes of modulating any Target or for treatment of virus-related conditions. In case OntoChem finds a novel and unexpected antiviral use of those Rejected Hit Compounds during this 2-years period, it will notify Anixa about these findings and Anixa has the right of first negotiation during a period of 6 months after this notification. If Anixa decides to not license those uses or compounds for this novel antiviral use, OntoChem is free to develop those molecules further as its own intellectual property without any further restrictions.

2.5 Subcontractors. OntoChem may engage one or more subcontractors to perform its activities under the Research Plan with the prior written approval of Anixa and provided that, with respect to any such subcontractor, OntoChem will (a) be responsible and liable for the performance of such subcontractor and (b) enter into a written agreement (i) consistent with terms and conditions of this Agreement, including with respect to confidentiality and intellectual property, and (ii) prohibiting such subcontractor from further subcontracting. For clarity, vendors where commercial building blocks or compounds will be purchased are nor regarded as subcontractors.

2.6 Target Exclusivity. During the term of this Agreement, except in the performance of its obligations or exercise of its rights under this Agreement, neither OntoChem nor any of its Affiliates will discover, research, develop, manufacture or commercialize any compound or product directed to any Target, either independently or for or in collaboration with a third party (including the grant of a license to any third party), or have any of the foregoing activities performed on behalf of OntoChem or any of its Affiliates by a third party. For clarity, the foregoing includes the screening (including via computational methods) of any compound library or virtual compound library against any Target.

2.7 Records. Each Party will maintain complete and accurate records of all activities performed by or on behalf of such Party under the Research Program and all Inventions made or generated by or on behalf of such Party in the performance of the Research Program. Such records will be in sufficient detail and in good scientific manner appropriate for patent and regulatory purposes. Each Party will provide the other Party with the right to inspect such records, and upon request will provide copies of all such records, to the extent reasonably required for the exercise or performance of such other Party's rights or obligations under this Agreement, provided that any information disclosed under this Section 2.7 will be subject to the terms and conditions of Section 5. Each Party will retain such records for at least three (3) years following expiration or termination of this Agreement or such longer period as may be required by applicable law or regulation.

3





2.8 Debarment. Each Party hereby represents and warrants to the other Party that neither it nor any of its Affiliates or personnel has been debarred under any health care laws or regulations and that, to its knowledge, no investigations, claims or proceedings with respect to debarment are pending or threatened against such Party or any of its Affiliates or personnel. Neither Party nor any of its Affiliates will use in any capacity, in connection with the Research Program, any person or entity who has been debarred. Each Party agrees and undertakes to promptly notify the other Party if such Party or any of its Affiliates or personnel becomes debarred or proceedings have been initiated against any of them with respect to debarment, whether such debarment or initiation of proceedings occurs during or after the term of this Agreement.

3. Financial Terms.

3.1 Research Program Payments. In consideration for OntoChem's performance of its activities under the Research Plan, Anixa will:

(a) pay OntoChem 100,002 Euros in six (6) equal installments as follows: (i) 16,667 Euros within five (5) days after the Effective Date; and (ii) five (5) installments in the amount of 16,667 Euros on each one-month anniversary of the Effective Date, except that the last such payment will be due within thirty (30) days after completion of all activities under the Research Plan; and

(b) reimburse OntoChem for its out-of-pocket expenses incurred in performing the Research Plan on a pass- through basis without mark-up, within thirty (30) days after delivery of an invoice therefore (including reasonable supporting documentation), provided that Anixa has approved such expenses in advance and in writing (including in regard to the selection of specific Hit Compounds to be synthesized and analyzed in biological assays). It is estimated that OntoChem's out-of-pocket expenses under the Research Plan will include 110,000 Euros payable to Tube Pharmaceuticals GmbH as a subcontractor of OntoChem, subject to Section 2.5.

(c) High-throughput screening compounds

OntoChem will forward a commercial proposal to acquire these compounds at the sole discretion of Anixa. Both parties will agree on payment conditions.

(d) Extra custom synthesis

OntoChem will forward a commercial proposal to have synthesized these compounds at the sole discretion of Anixa. Both parties will agree on payment conditions.

(e) Biological testing

OntoChem will forward a commercial proposal to have biologically test these compounds at the sole discretion of Anixa. Both parties will agree on payment conditions.

3.2 Lead Scaffold Payments. For each Lead Scaffold selected by Anixa, Anixa will pay OntoChem an annual fee of 10,000 U.S. Dollars, payable within thirty (30) days following each anniversary of the date of the Selection Notice, until five (5) years after the first commercial sale of the first product incorporating a compound from such Lead Scaffold, subject to Section 4.3 with respect to any Terminated Scaffold (as defined below).

3.3 Milestone Payment. Anixa will pay OntoChem a one-time milestone payment of 300,000 U.S. Dollars within thirty (30) days following the dosing of the first patient in the first human clinical trial for the first product incorporating a compound from a Lead Scaffold.

4





3.4 Payment Terms. Payments to OntoChem will be made by check or by wire transfer of immediately available funds to such bank account as designated in writing by OntoChem from time to time. Taxes (and any penalties and interest thereon) imposed on any payment made by Anixa to OntoChem will be the responsibility of OntoChem. The fees for the respective bank transfers will be borne by Anixa.

3.5 Financial Records. OntoChem will maintain complete and accurate books and accounting records related to all out-of-pocket expenses incurred in performing the Research Plan. These records will be available for inspection during regular business hours upon reasonable notice by Anixa, or its duly authorized representative, at Anixa's expense, for three (3) years following the end of the calendar year in which such expenses are invoiced. If it is determined that Anixa has overpaid for any expenses passed through by OntoChem under this Agreement, OntoChem will promptly reimburse Anixa for the amount of such overpayment and, if such overpayment represents more than five percent (5%) of the corresponding amount due, OntoChem will pay Anixa's reasonable fees and expenses incurred in connection with such inspection.

4. Term and Termination.

4.1 Term. Unless earlier terminated in accordance with Section 4.2 or 4.3, this Agreement will be in effect from the Effective Date until completion of the Research Program.

4.2 Termination by Anixa. This Agreement may be terminated by Anixa, without cause, upon at least thirty (30) days written notice to OntoChem.

4.3 Termination of Lead Scaffolds. For each Lead Scaffold, if (a) neither Anixa nor any of its Affiliates, licensees or assignees has dosed the first patient in a human clinical trial for a product incorporating a compound from such Lead Scaffold by the fifth (5th) anniversary of the date of the Selection Notice, or (b) Anixa earlier provides written notice of termination of such Lead Scaffold referencing this Section 4.3, then such Lead Scaffold (each, a Terminated Scaffold) will thereupon cease to be a Lead Scaffold under this Agreement and thereafter, notwithstanding anything to the contrary in this Agreement: (i) Anixa will promptly assign to OntoChem all right, title and interest in and to any patents and patent applications owned by Anixa that claim such Terminated Scaffold (including the composition, use or manufacture thereof) and, following such assignment, OntoChem will exclusively control the filing, prosecution, maintenance and enforcement of such patents and patent applications; (ii) the identity, structure and SAR information of such Terminated Scaffold will be deemed to be the Confidential Information of OntoChem; (iii) Anixa will not owe any further annual fees under Section 3.2 for such Terminated Scaffold; and (iv) this Agreement will otherwise remain in full force and effect.

4.4 Termination for Cause. This Agreement may be terminated by either Party for material breach by the other Party, provided that the terminating Party has given the breaching Party written notice of the breach and at least sixty (60) days to cure the breach prior to the effective date of termination.

4.5 Effects of Termination. Promptly following expiration or termination of this Agreement, OntoChem will provide Anixa with an invoice (including reasonable supporting documentation) for any pre-approved out-of-pocket expenses (including non- cancellable commitments) incurred by OntoChem in performing the Research Plan and not yet reimbursed by Anixa, and Anixa will pay such invoice within thirty (30) days after receipt thereof. In addition, if this Agreement is terminated prior to completion of the Research Program, OntoChem will promptly furnish to Anixa any Deliverable or other work product generated to date and not previously provided to Anixa, including work in process.

5





4.6 Survival. Expiration or termination of this Agreement will not affect the rights and obligations of the Parties that accrued prior to the effective date of such expiration or termination. The following provisions will remain in effect following expiration or termination of this Agreement and the Parties will continue to be bound thereby: Sections 2.4 (last three sentences), 2.7, 2.8 (last sentence only), 3.2, 3.3, 3.4, 3.5, 4.5, 4.6, 5, 6, 8 and 9.

5. Confidentiality.

5.1 Definition. Confidential Information means any information disclosed (directly or indirectly) by a Party (in such capacity, Discloser) to the other Party (in such capacity, Recipient) in connection with this Agreement whether in written, graphic, electronic, tangible or any other form. Confidential Information will not, however, include any information that: (a) was publicly known or generally available to the public prior to the time of disclosure by Discloser to Recipient; (b) becomes publicly known or generally available to the public after disclosure by Discloser to Recipient through no wrongful action or inaction of Recipient; (c) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Discloser to Recipient as shown by Recipient's then-contemporaneous written files and records kept in the ordinary course of business; (d) is obtained by Recipient from a third party without an accompanying duty of confidentiality and without (to Recipient's knowledge) a breach of such third party's obligations of confidentiality; or (e) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Notwithstanding anything to the contrary in this Agreement, except as expressly provided in Section 4.3 with respect to a Terminated Scaffold, the identity, structure and SAR information of: (i) the Hit Compounds will be deemed to be the Confidential Information of both Parties until the Selection Deadline, provided that, during such period, Anixa (itself or through one or more third party service providers on its behalf under a written agreement consistent with terms and conditions of this Agreement, including with respect to confidentiality and intellectual property) may perform biological assays and other analyses to evaluate the Hit Compounds solely for purposes of selecting Lead Scaffolds pursuant to Section 2.4; (ii) the Lead Scaffolds will be deemed to be Anixa's Confidential Information commencing upon the date of the Selection Notice; (iii) the Rejected Hit Compounds will be deemed to be OntoChem's Confidential Information commencing upon the date of the Selection Notice, subject to the last sentence of Section 2.4.

5.2 Non-Use and Non-Disclosure. Neither Party will use any Confidential Information of the other Party for any purpose except as reasonably necessary to fulfill its obligations or exercise its rights under this Agreement. Neither Party will disclose any Confidential Information of the other Party nor permit any such Confidential Information to be disclosed, either directly or indirectly, to any third party or its personnel without the other Party's prior written consent, except as expressly permitted hereunder. Each Party may disclose Confidential Information of the other Party to its Representatives who are required to have the information in order for such Party to fulfill its obligations or exercise its rights under this Agreement, provided that such Representatives are subject to legally binding non-use and non-disclosure obligations consistent with this Agreement, prior to any disclosure of Confidential Information to such Representatives. If Recipient becomes legally compelled to disclose any Confidential Information of Discloser, Recipient will provide Discloser prompt written notice of such disclosure obligation, if legally permissible, and upon request will reasonably assist Discloser in seeking a protective order or other appropriate remedy. If Discloser waives Recipient's compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed will maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

6





5.3 Maintenance of Confidentiality. Recipient will take commercially reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Discloser. Without limiting the foregoing, Recipient will take at least those measures that it employs to protect its own confidential information of a similar nature. Recipient will promptly notify Discloser in writing of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Discloser's Confidential Information of which Recipient becomes aware.

5.4 Confidential Terms. Except as otherwise required by applicable law or regulation, neither Party will disclose the existence or terms of this Agreement to any third party without the prior written consent of the other Party, except that (a) each Party may disclose this Agreement or its terms to its advisors and to existing and potential investors, acquirers, lenders and, in the case of Anixa, licensees on a reasonable need-to-know basis under circumstances that reasonably ensure the confidentiality thereof, and (b) Anixa may issue press releases, make investor and other public presentations and post content on its website from time to time regarding the existence and terms of this Agreement and progress regarding the development, manufacture and commercialization of Lead Scaffolds (including the identity of any permitted subcontractors under this Agreement), to the extent deemed appropriate for purposes of investor relations in its capacity as a publicly traded company and compliance with securities laws and regulations.

5.5 Equitable Relief. Recipient agrees that any violation or threatened violation of this Article 5 may cause irreparable injury to Discloser, entitling Discloser to seek to obtain injunctive relief in addition to all legal remedies without showing or proving any actual damage and without any bond required to be posted.

5.6 Return of Confidential Information. Upon expiration or termination of this Agreement, or upon written request, each Party will promptly return to the other Party, or upon written request of such other Party destroy, all materials containing such other Party's Confidential Information, provided, however, that the Recipient may retain in confidence (a) one archival copy of the Confidential Information of the Discloser in its legal files solely to permit the Recipient to determine compliance with this Agreement and (b) any portion of the Confidential Information of the Discloser which the Recipient is required by applicable law or regulation to retain. Notwithstanding the return or destruction of the materials described above, the Parties will continue to be subject to the terms of this Section 5.

6. Intellectual Property.

6.1 Background Intellectual Property. All inventions, know-how, data, discoveries and proprietary information, including all intellectual property rights in the foregoing, owned or controlled by a Party as of immediately prior to the Effective Date are and will remain the sole property of such Party.

6.2 Inventions Owned by OntoChem. OntoChem will own, and Anixa hereby assigns to OntoChem, all right, title and interest in and to all Inventions directed to (a) any methods of generating or screening compound libraries and (b) the Rejected Hit Compounds (including the composition, use or manufacture thereof), in the case of this clause (b), effective as of the Selection Deadline (collectively (clauses (a) and (b)), OntoChem Inventions). As between the Parties, OntoChem will exclusively control the filing, prosecution, maintenance and enforcement of any patents and patent applications claiming OntoChem Inventions.

7





6.3 Inventions Owned by Anixa. Anixa will own, and OntoChem hereby assigns to Anixa, all right, title and interest in and to all Inventions other than OntoChem Inventions, including, for clarity, Inventions directed to the Lead Scaffold(s) (including the composition, use or manufacture thereof) (collectively, Anixa Inventions). As between the Parties, Anixa will exclusively control the filing, prosecution, maintenance and enforcement of any patents and patent applications claiming Anixa Inventions.

6.4 License Grant. OntoChem hereby grants to Anixa a non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses through multiple tiers) under any patents which OntoChem or any of its Affiliates own or control during the term of this Agreement, to make, have made, use, sell, offer for sale and import the Lead Scaffold(s) and products that incorporate compounds from the Lead Scaffold(s). OntoChem will not incorporate any invention, discovery or other proprietary information owned by any third party into any Anixa Inventions or Deliverables without Anixa's prior written consent.

6.5 Invention Disclosure and Implementation. Each Party will notify the other Party promptly in writing of each Invention made or generated by such Party. The determination of inventorship with respect to all Inventions will be made in accordance with United States patent law. Each Party will assign, and does hereby assign, to the other Party rights with respect to the applicable Inventions as necessary to achieve ownership as provided in Sections 6.2 and 6.3. Each assigning Party will execute and deliver all documents and instruments reasonably requested by the other Party to evidence or record such assignment or to file for, perfect or enforce the assigned rights. Each assigning Party will make its relevant Representatives (and their assignments and signatures on such documents and instruments) reasonably available to the other Party for assistance in accordance with this Section 6.5 at no charge. However, out of pocket expenses such as travel or communication costs shall be reimbursed. Each Party will have the sole right to file and prosecute patent applications claiming any Inventions of which such Party is the sole owner pursuant to this Agreement without the consent of the other Party, and such other Party will provide, and will cause its Representatives to provide, reasonable cooperation and assistance with such filing and prosecution upon request. To the extent OntoChem is obligated by reason of mandatory provisions of the Gesetz über Arbeitnehmererfindungen (ArbNErfG) (German law covering employee inventions) to make payments to its employees, OntoChem will be solely responsible, and indemnify Anixa, for any and all such payments to OntoChem's employees.

6.6 No Implied Rights. Except as otherwise expressly provided herein, nothing in this Agreement is intended to grant to either Party any rights under any intellectual property right of the other Party.

7. Representations and Warranties.

7.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing under the laws and regulations of the jurisdiction in which it is organized; (b) it has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder; (c) it has taken all requisite action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; (d) this Agreement has been duly executed and delivered by such Party and constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (e) the execution, delivery and performance of this Agreement by it do not conflict with any agreement, instrument or understanding, oral or written, to which it is a party, or to which it is bound, and it will not enter into any agreement, instrument or understanding, oral or written, that conflicts with the rights and obligations of this Agreement during the term of this Agreement.

8





7.2 Additional Representations and Warranties of OntoChem. OntoChem hereby further represents and warrants to Anixa that: (a) to OntoChem's knowledge, OntoChem's performance of its activities under the Research Plan does not infringe or constitute misappropriation of the intellectual property rights of any third party; (b) no licenses, permissions or releases from any third party are necessary for OntoChem's performance of its activities under the Research Plan; (c) OntoChem has obtained rights to use any third-party compound libraries and software referenced in the Research Plan under terms and conditions consistent with this Agreement; and (d) OntoChem's performance of its activities under the Research Plan will not result in any third party acquiring any right, title or interest in or to any Anixa Invention or Deliverable.

7.3 Mutual Covenants. Each Party hereby covenants that: (a) all Representatives of such Party who participate in the performance of the activities contemplated by this Agreement will be subject to written obligations regarding the treatment of Confidential Information and the assignment of Inventions that are consistent with such Party's obligations under this Agreement, as of the commencement of such activities by such Representatives; and (b) such Party will comply with applicable laws and regulations in connection its performance of this Agreement.

8. Indemnification and Insurance.

8.1 Indemnification by Anixa. Anixa will indemnify, defend and hold harmless OntoChem, its Affiliates and their respective Representatives from and against any liability, demand, damage, cost or expense (including reasonable attorney's fees) arising from any third-party claim, action or proceeding arising from (a) Anixa's breach of this Agreement or (b) Anixa's negligence or willful misconduct in connection with this Agreement, except with respect to any matter for which OntoChem is obligated to provide indemnification under Section 8.2.

8.2 Indemnification by OntoChem. OntoChem will indemnify, defend and hold harmless Anixa, its Affiliates and their respective Representatives from and against any liability, demand, damage, cost or expense (including reasonable attorney's fees) arising from any third-party claim, action or proceeding arising from (a) OntoChem's breach of this Agreement or (b) OntoChem's negligence or willful misconduct in connection with this Agreement, except with respect to any matter for which Anixa is obligated to provide indemnification under Section 8.1. Financial reimbursements claimed according to such indemnification shall not exceed payments received by OntoChem under this contract.

8.3 Indemnification Procedure. A Party (the Indemnitee) that intends to claim indemnification under this Section 8 will promptly notify the other Party (the Indemnitor) in writing of any claim, action or proceeding in respect of which the Indemnitee intends to claim such indemnification (each a Claim), and the Indemnitor will have the right to control the defense and/or settlement of such Claim, provided that the Indemnitee will have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The Indemnitor will not, without the prior written consent of the Indemnitee, enter into any settlement or agree to any disposition of the applicable Claim that imposes any conditions or obligations on the Indemnitee. The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of any such Claim will not relieve such Indemnitor of any liability to the Indemnitee under this Section 8 except to the extent such failure is prejudicial to the Indemnitor's ability to defend such Claim. The Indemnitee and its Representatives, at the Indemnitor's request and expense, will provide full information and reasonable assistance to the Indemnitor and its legal representatives with respect to the applicable Claim subject to indemnification. It is understood that only a Party may claim indemnification under this Section 8 (on its own behalf or on behalf of its Affiliates or their respective Representatives), and such Party's Affiliates and their respective Representatives may not directly claim indemnification hereunder.

9





8.4 Insurance. Each Party will maintain liability insurance, with reputable and financially secure insurance carriers, at levels consistent with industry standards based upon such Party's respective activities and indemnification obligations under this Agreement. Upon request, each Party will furnish to the other Party certificates issued by the applicable insurance company(ies) evidencing such insurance.

9. Miscellaneous.

9.1 Relationship of the Parties. The Parties are independent contractors and nothing contained in this Agreement will be construed to place them in the relationship of partners, principal and agent, employer/employee or joint venturer. Neither Party will have the power or right to bind or obligate the other Party, nor will either Party hold itself out as having such authority.

9.2 Use of Name. Neither Party will use the name, logo or trademark of the other Party in any advertising, publicity or other promotional activities without such other Party's prior written consent, unless such use is reasonably necessary to comply with applicable laws or regulations and subject to clause (b) of Section 5.4.

9.3 Notices. Any notice required or permitted to be given under this Agreement by either Party will be in writing (in English) and will be delivered to the applicable Party at its respective address set forth below by personal delivery, e-mail, reputable international courier or registered or certified mail. Notices will be deemed given on the date received if delivered personally, on the next business day if sent by e-mail or international courier, or five (5) days after the date postmarked if sent by registered or certified mail, return receipt requested, postage prepaid.

If to OntoChem: OntoChem GmbH Blücherstr. 24, D-06120 Halle (Saale) Germany Attention: Chief Executive Officer E-mail: lutz.weber@ontochem.com

If to Anixa: Anixa Biosciences, Inc. 3150 Almaden Expressway, Suite 250 San Jose, CA 95118 U.S.A. Attention: Chief Executive Officer E-mail: ak@anixa.com 10





9.4 Governing Law. This Agreement and the rights and obligations of the Parties hereunder will be governed by the laws of the State of Delaware without regard to the conflict of laws provisions of any jurisdiction. The Parties agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

9.5 Arbitration. The Parties agree that any dispute arising out of, or in connection with, this Agreement, which cannot be amicably resolved between the Parties, will be finally settled by binding arbitration under the then current rules of the International Chamber of Commerce (ICC) by one (1) arbitrator appointed in accordance with ICC rules. Any such arbitration will be conducted in English in the State of Delaware. The arbitrator may grant injunctive or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the Parties. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. The costs of the arbitration, including administrative and arbitrator's fees, will be shared equally by the Parties. Each Party will bear the cost of its own attorneys' fees and expert witness fees. Notwithstanding anything to the contrary in this Agreement, a Party may seek a temporary restraining order or a preliminary injunction from any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the selection of the arbitrator or pending the arbitrator's determination of the merits of any dispute pursuant to this Section 9.5.

9.6 Severability. If any one or more provisions of this Agreement will be found to be invalid or unenforceable in any respect, the Parties will negotiate in good faith a valid and enforceable substitute provision that most nearly reflects the original intent of the Parties, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.

9.7 Amendment; Waiver. This Agreement may be amended or modified, and any of the terms of this Agreement may be waived, only by a written instrument executed by each Party or, in the case of waiver, by the Party or Parties waiving compliance. The delay or failure of either Party at any time or times to require performance of any provision will in no manner affect its rights at a later time to enforce the same. No waiver by either Party of any condition or of the breach of any term contained in this Agreement, in any one or more instances, will be deemed to be, or considered as, a further or continuing waiver of any such condition or of the breach of such term or any other term of this Agreement.

9.8 Assignment. Neither Party may assign or otherwise transfer this Agreement (or any of its rights or obligations hereunder) without the prior written consent of the other Party, except that either Party may assign this Agreement without such consent to an entity that acquires all or substantially all of the business or assets of such Party to which this Agreement relates, whether by merger, consolidation, sale of assets or otherwise. Any assignment or transfer of this Agreement in violation of this Section 9.8 will be null and void. This Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.9 Entire Agreement. This Agreement represents the complete and entire understanding between the Parties regarding the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral, regarding such subject matter.

9.10 Counterparts. The Parties may execute this Agreement in multiple counterparts, all of which together will constitute one instrument. Signatures to this Agreement delivered by facsimile or other electronic transmission (e.g., portable document format (PDF)) will be deemed to be binding as original signatures.

(The remainder of this page is intentionally left blank. The signature page follows.)





11





IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.





ANIXA BIOSCIENCES, INC. ONTOCHEM GMBH

By: /s/ Amit Kumar By: /s/ Lutz Weber Amit Kumar, Ph.D. Name: Dr. Lutz Weber President and Chief Executive Officer Title: CEO 12





Exhibit A: Research Plan

***

13
[EX A]:
Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?