In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

[EX Q]: 1                                                                     EXHIBIT 10.5

                                CORIO INC.                           LICENSE AND HOSTING AGREEMENT

     This License and Hosting Agreement (the AGREEMENT) is made and entered into as of October 29, 1999 (EFFECTIVE DATE) by and between Corio Inc., a Delaware corporation, having its principal place of business at 700 Bay Road, Suite 210, Redwood City, CA 94063 (CORIO) and Commerce One, Inc., a Delaware corporation having its principal place of business at 1600 Rivera Avenue, Walnut Creek, CA 94596 (COMMERCE ONE).

                                BACKGROUND

A.      Commerce One is the owner of certain proprietary software products (the         SOFTWARE as further defined below); and

B.      Corio wishes to obtain a license to use and host the Software on the         terms and conditions set forth herein in connection with the hosting         services that Corio will provide to its Customers (as defined below) and         Commerce One wishes to grant Corio such a license on such terms;

C.      The parties further wish to jointly market and promote the other party's         software and/or services as well as provide support and professional         services to Corio and its Customers in accordance with this Agreement.

     NOW, THEREFORE, for good and valuable consideration, the parties hereby         agree as follows:

1.      DEFINITIONS.

The following terms shall have the following meanings:

1.1     SOFTWARE USER means a named user of the Corio Services worldwide to         whom a user identification number and password has been assigned, which         permits that user to access and use the Software on a designated Corio         Server. The identification number and password used by a Software User         is reusable and reassignable and may be used and transferred by Corio,         in accordance with the licenses granted below, between Customers as one         Customer discontinues the Corio Services and another Customer         subscribes.

1.2     ASP means Application Service Provider.

1.2.5   APPLICATION MANAGEMENT REVENUE means net revenue Corio receives from         Customers for Tier One support of the Software and MarketSite Service,         operational support of the Software and MarketSite Service and basic         infrastructure support (hardware, database and operating system) for the         Software and MarketSite Service. Net revenue means all revenue received         by Corio from Customers for the Software and MarketSite Service, less         taxes, freight, insurance, refunds or credits and other non-product         items.

1.3     CORIO MARKET SEGMENT means those customers with annual sales revenues         of less than $1,000,000,000. For the purposes of this definition the         sales revenue shall apply to either the

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

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2         entire corporate entity or any separately reporting division. Corio         shall have the right to continue to support Corio Customers that have         annual sales revenues greater than $1,000,000,000 by way of either sales         growth or merger or acquisition of the Corio Customer. Corio and         Commerce One further agree that should Corio desire to sell Corio         Services to a parent company of a then current Corio Customer that is         above this sales revenue threshold, each such sales opportunity shall be         discussed as it arises.

1.4     CORIO SERVERS means the unlimited number of computer servers owned or         operated by or for Corio which will contain the installed Software (as         defined below) for access by Customers in connection with the Corio         Services.

1.5     CORIO SERVICES means the hosting services offered by Corio to its         Customers in which Corio allows Customers to access the Corio Servers.

1.6     CUSTOMER(S) means one or more customers of the Corio Services having         its principal executive offices in the Territory who obtains a         sublicense from Corio to use the Software or MarketSite.net Service, in         the Corio Market Segment.

1.7     DEMONSTRATION SOFTWARE means copies of the Software which are for         demonstration purposes only and which contain sample data and         transactions.





1.8     DOCUMENTATION means any on-line help files or written instruction         manuals regarding the use of the Software or MarketSite.net Service.

1.9     RELATIONSHIP MANAGERS means the appointed employee of each party, as         set forth on EXHIBIT A attached hereto and made a part hereof, who shall         be the primary contact for implementing and administering the terms and         conditions of this Agreement.

1.10    SOFTWARE means Commerce One's proprietary software described in         EXHIBIT A attached hereto and made a part hereof, in object code form         only, and any Updates or Upgrades (as defined below) thereto.

1.11    TERRITORY means the area in which the licenses granted herein are         applicable, currently limited to the geographic area of North America.

1.12    UPDATE(S) means any error corrections, bug fixes, modifications or         enhancements to the Software, which are indicated by a change in the         numeric identifier to the Software in the digit to the right of the         decimal, or any error corrections, bug fixes, modifications or         enhancements of the Software and MarketSite software used to operate the         MarketSite.net Service.

1.13    UPGRADE(S) means a release, function or version of the Software         designated as such by Commerce One which contains new features or         significant functional enhancements to the Software, which are indicated         by a change in the numeric identifier for the Software in the digit to         the left of the decimal, or a new release, function or version of the         MarketSite.net Service, which Upgrade is provided to Commerce One's         installed customer base for the Software and MarketSite software used to         operate the MarketSite.net Service. For the purposes of this Agreement,         Maintenance and Support means those services listed in EXHIBIT C and         the provision of Updates and Upgrades as called for by this Agreement

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

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3 2.      GRANT OF RIGHTS.

2.1     Hosting Software License. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a fee-bearing, perpetual         and irrevocable, nonexclusive, nontransferable (except in accordance         with Section 14.1 of this Agreement), right and license in the Territory         to (i) reproduce the Software in machine executable object code format         only for installation on the Corio Servers; (ii) install multiple copies         of the Software on Corio's Servers which will be made remotely         accessible to Corio's Customers for their subsequent use, (iii) permit         limited access to and use of the Software and MarketSite.net Service by         Customers through Corio Servers; (iv) sublicense an unlimited number of         Customers to access and use the Software and MarketSite.net Service only         through the installation on Corio servers; and (v) use Commerce One's         tools and utilities, subject to any restrictions placed on the Commerce         One by third party software providers, to modify and manage the         Software. Except as specifically authorized by this Agreement, no         license is granted under this Agreement to Corio to distribute the         Software to its Customers or for use other than as part of the Corio         Services.

2.2     Internal Use License. Subject to the terms and conditions of this         Agreement, Commerce One grants to Corio a nonexclusive, nontransferable         (except in accordance with Section 14.1 of this Agreement),         royalty-free, fully paid up, perpetual right and license in the         Territory to reproduce, install and use additional copies of the         Software and Software tools and utilities, subject to any restrictions         placed on the Commerce One by third party software providers, in machine         executable object code for (i) Corio's internal business operations and         (ii) production, testing, development, upgrade, reporting and training.

2.3     Demonstration License. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a nonexclusive,         nontransferable (except in accordance with Section 14.1 of this         Agreement) royalty-free, fully paid up right and license in the         Territory, on Corio Servers, to make a reasonable number of copies of         the Demonstration Software solely for demonstration purposes to         potential Customers. Demonstration Software shall be made available to         Corio's sales personnel and the parties agree to cooperate to make the         Commerce One demonstration database available to Corio sales personnel         on an ongoing basis.

2.4     Distribution License: Corio shall have the right to resell licenses for         Commerce One software, including Hosted BuySite, to any Corio Customer         in the Territory, [*]. Subject to the terms and conditions of this         Agreement, Commerce One hereby grants to Corio a nonexclusive,         nontransferable (except in accordance with Section 14.1 of this         Agreement), right and license in the Territory to sell and distribute         such software licenses to Customers pursuant to this Section 2.4. Under         no circumstances shall Commerce One contact Corio Customers regarding a         non-ASP license sale, unless requested to do so by Corio. Further, if a         Corio Customer contacts Commerce One to purchase the Software license





     independent of the Corio Services, Commerce One shall immediately refer         that Customer to Corio.

2.5     Software User License Agreements. Corio shall make the Software and the         MarketSite.net Service on the Corio Servers remotely accessible to         Customers under the then current terms of its end user license         agreement. As to each Software User who is provided access to the         Software, Corio

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

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4         shall secure the Software User's consent to an end user agreement, which         provides that the Software User may access and/or use the Software and         MarketSite.net Service only under terms and conditions which include, at         a minimum, those set forth on EXHIBIT E (END USER LICENSE AGREEMENT)         and made a part hereof.

2.6     Access to MarketSite.net Service. For the fee set forth in Exhibit B         attached hereto and made a part hereof, Corio and its Customers shall         have unlimited access to Commerce One's MarketSite electronic catalogue         service, as available to Commerce One customers at the URL:         Marketsite.net, including without limitation, MarketSite.net Business         Transaction Services, MarketPack of Premium Supplier Catalogs, and         MarketSite Community Services (MarketSite.net Service) in accordance         with Commerce One's standard access procedures for its customers. In         addition, the parties shall share certain revenues related to purchases         made by Customers utilizing Commerce One's MarketSite.net Service, as         set forth in EXHIBIT B hereto.

2.7     Restrictions. Corio may not copy, distribute, reproduce, use or allow         access to the Software or the MarketSite.net Service except as         explicitly permitted under this Agreement, and Corio shall not, nor will         it permit any third party to, modify, adapt, translate, prepare         derivative works from, decompile, reverse engineer, disassemble or         otherwise attempt to derive source code from the Software or any         internal data files generated by the Software except as required by law.

2.8     Ownership. Commerce One hereby retains all of its right, title, and         interest in and to the Software, including all copyrights, patents,         trade secret rights, trademarks and other intellectual property rights         therein. All rights not expressly granted hereunder are reserved to         Commerce One. The Software and all copies thereof are licensed, not         sold, to Corio.

2.9     New Products. Updates and Upgrades to the Software and the         MarketSite.net Service and software are subject to the terms of this         Agreement and are included in the Maintenance and Support fees payable         by Corio. Commerce One agrees to license Corio to use future products         and solutions offered by Commerce One according to the license fees and         other terms and conditions as the parties may agree. These products and         solutions may include, but are not limited to the following: e-commerce,         and marketing and sales force automation solutions.

2.10    Expansion of Geographical Scope. The parties agree Corio may seek         permission to expand the scope of the licenses granted under this         Section 2 worldwide, at no additional cost to Corio, and maintaining the         revenue sharing provisions contained herein, and Commerce One shall not         unreasonably withhold its permission to expand all such licenses         worldwide at no additional cost to Corio. If and when localized versions         of the Software become available, these versions shall be made available         under the maintenance and support provisions of this Agreement.

3.      DELIVERY OF SOFTWARE.

3.1     Delivery and Acceptance. Commerce One shall issue to Corio, via         electronic means of delivery, as soon as practicable, one (1)         machine-readable copy of the Software, along with one (1) copy of the         on-line Documentation. Commerce One will provide Corio with one written         copy of the Documentation at no cost, and any additional written copies         at Commerce One's standard charges. Corio acknowledges that no copy of         the source code of the Software will be provided to

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5         Corio. Within thirty (30) days of delivery of the Software, but in no         event later than December 1, 1999, Corio shall test the Software for         conformance with the Documentation (Acceptance Test). If the Software         performs in substantial accordance with the Documentation, then Corio         shall notify Commerce One in writing of its acceptance of the Software.         In the event Corio finds material errors or defects with the Software,         Corio shall notify Commerce One in writing of such errors or defects and         provide adequate detail to facilitate Commerce One replicating the error         or defect. Upon receipt of written notice, Commerce One shall have         fifteen (15) days to correct the defect, reinstall the Software at the





     Corio site and re-perform the Acceptance Test. If Corio does not accept         the Software after the second Acceptance Test, a third Acceptance Test         will be performed. Notwithstanding the foregoing, all Acceptance Testing         shall be complete by December 30, 1999, and Corio shall notify Commerce         One in writing of it's acceptance or rejection of the Software no later         than December 31, 1999. If after the third Acceptance Test Corio does         not accept the Software, Corio may, at its sole option, elect to (i)         repeat the Acceptance Test or (ii) terminate the Agreement and receive a         refund of any fees paid to Commerce One as of such date. Both parties         acknowledge that any professional services provided to Corio subsequent         to the installation and acceptance of the Software are non-essential for         the purpose of the acceptance of the Software.

3.2     New Versions. Commerce One shall provide Corio with any pre-release         versions of relevant Updates or Upgrades of the Software. Commerce One         shall make these versions available to Corio to preview at the earliest         possible date. Commerce One shall provide all such Updates and Upgrades         to Corio free of additional charge and Corio shall, in its sole         discretion determine when, and if, to offer any such Updates and/or         Upgrades to its Customers.

3.3     Additional Materials. Commerce One shall use all commercially reasonable         efforts to promptly provide Corio with, at a minimum, the following: (i)         release notes; (ii) beta releases; (iii) contacts at beta customers,         when requested by Corio and subject to the approval of the Commerce One;         (iv) proactive bug notification; (v) software patches; (vi) release         documentation including technical reference manuals and user guides; and         (vii) all applicable data objects relevant to the Software. These         materials shall be provided at no cost to Corio.

4       FEES.

4.1     License Fees. In consideration for the licenses granted to Corio         pursuant to Section 2 of this Agreement, Corio shall pay the license         fees specified in EXHIBIT B hereto. Payment terms of such license fees         shall be as set forth in EXHIBIT B hereto.

4.2     Software Support and Maintenance Fees. Corio shall pay to Commerce One         an annual Software Maintenance and Support fee for the support services         to be provided by Commerce One specified in Exhibit C attached hereto         and made a part hereof, and Updates and Upgrades, according to the fees         set forth in Exhibit B hereto. Payment terms of annual Software         Maintenance and Support fees shall be as set forth in Exhibit B hereto.         Maintenance and Support shall automatically continue during the term of         this Agreement and thereafter, provided that Corio continues to pay the         annual Maintenance and Support fees contained in Exhibit B, attached         hereto.

4.3     Taxes. All fees are exclusive of any sales taxes, use taxes and any         other taxes and charges of any kind imposed by any federal, state or         local governmental entity for products and services

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6         provided under this Agreement, and Corio is responsible for payment of         all taxes concerning the Corio Services, excluding taxes based solely         upon Commerce One's income.

4.4     Audit Rights. Corio shall keep true and accurate books of accounts and         records for determining the amounts payable to Commerce One under this         Agreement. Such books and records shall be kept for at least three (3)         years following the end of the calendar month to which they pertain, and         shall be open for inspection by an independent certified public         accountant reasonably acceptable to Corio for the purpose of verifying         the amounts payable to Commerce One under this Agreement. Such         inspections may be made no more than once each calendar year, at         reasonable times and upon reasonable notice. Commerce One shall bear all         costs and expenses of such inspection. If any such inspection discloses         a shortfall or an overpayment, the appropriate party shall promptly pay         the amount of such shortfall or refund such overpayment. In addition, if         any such inspection reveals an underpayment of more than five percent         (5%) for the period under audit, Corio shall reimburse Commerce One for         the reasonable cost of the examination.

5       INSTALLATION SUPPORT, MAINTENANCE AND TRAINING.

5.1     Installation. Commerce One shall provide Corio with access to one (1)         full-time operations consultant for one (1) week at no charge to Corio         as part of the installation project as described in the Corio Statement         of Work - Hosted BuySite ASP, dated October 28, 1999 (Statement of         Work) incorporated herein by reference.

5.2     Implementation. Commerce One shall provide Corio with sufficient access         to Commerce One's professional services organization during the first         three (3) implementations of the Software conducted by Corio and its         Customers, in accordance with the Statement of Work incorporated herein         by reference, subject to the payment by Corio of the professional         services fee set forth in Exhibit B hereto (IMPLEMENTATION FEE).         Additionally, during the term of the Agreement the parties shall meet         periodically to discuss Updates and Upgrades to the Software and         MarketSite.net Service to better support Corio's and its Customers'         specific application requirements, to be provided at no charge to Corio.





5.3     Support and Maintenance. Commerce One shall provide Corio with support         described in EXHIBIT C hereto, and maintenance in the form of Updates         and Upgrades. Corio shall be responsible for providing its Customers         with routine technical support of the Software and MarketSite.net         Service. Corio shall escalate any technical support questions or         problems it is unable to answer or resolve directly to Commerce One for         Commerce One's immediate attention and resolution under the schedule set         forth in EXHIBIT C hereto. The support described in this Section 5.3 and         EXHIBIT C hereto shall be provided to Corio but Commerce One shall have         no obligation to provide any maintenance or support services to other         third parties. Subject to Corio's payment of the annual support and         maintenance fee, Commerce One's support and maintenance obligation of         the Software and MarketSite.net Service shall continue after termination         or expiration of this Agreement with respect to all Software Users         granted access to the Software and MarketSite.net Service prior to         termination or expiration of this Agreement.

5.4     Product Management Meetings. The parties agree to meet either in person         or via teleconference on no less than a quarterly basis to discuss,         without limitation, engineering, feature-functionality and         architecture-related issues as they pertain to the Software and         MarketSite.net Service. The specific topics of the meetings will be         determined on a meeting-by-meeting basis. Each party

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7         shall appoint a product manager to coordinate these meetings. Commerce         One shall provide Corio with information relevant to future Software and         MarketSite.net Service development efforts, including product and         service roadmap, rollout strategy, and plans for future development         efforts. The product managers shall be those persons set forth on         EXHIBIT A hereto.

5.5     Training. Commerce One shall provide Corio with training as reasonably         requested by Corio to train Corio's technical and support personnel         regarding implementation, use and operation of the Software and         MarketSite.net Service as part of the Implementation Fee. Thereafter,         throughout the term of the Agreement and at Corio's request, Commerce         One shall provide additional training to Corio subject to payment of         Commerce One's standard training fees at a [*]. Corio shall be         responsible for training its Customers regarding proper use of the         Software and MarketSite.net Service. Further, the parties shall work         together and cooperate to train Corio's sales force and product         consultants on the Software and MarketSite.net Service and the alliance         contemplated by this Agreement, including without limitation, how to         position, sell and demonstrate the Software and MarketSite.net Service         to potential customers.

5.6     Other Services. Upon Corio's request, Commerce One shall provide certain         professional services, including without limitation, consulting         services, to Corio or its Customers, subject to the mutual written         agreement on the scope of such services, pricing and other terms and         conditions.

5.7     Sales and Marketing Efforts. The parties shall engage in joint marketing         and sales activities as set forth in EXHIBIT D attached hereto and made         a part hereof.

6       TRADEMARKS.

6.1     Right to Display. During the term of this Agreement, each party         authorizes the other party to display and use the other's trademarks,         trade names and logos (collectively, the TRADEMARKS) in connection with         that party's sale, advertisement, service and promotion of the Corio         Services or the Software and MarketSite.net Service. Each party shall         indicate in all product, service, publicity and printed materials         relating to the Corio Services or the Software and MarketSite.net         Service that such trademarks are the property of the originating party.         Upon termination of this Agreement, each party shall cease all display,         advertising and use of all Trademarks of the other party and shall not         thereafter use, advertise or display any trademark, trade name or logo         which is, or any part of which is, confusingly similar to any such         designation association with Corio or the Corio Services or Commerce One         or any Commerce One product.

6.2     Promotion Materials and Activities. All representations of the other         party's Trademarks that a party intends to use shall be exact copies of         those used by the other party and shall first be submitted to the         originating party for approval of design, color and other details, which         consent shall not be unreasonably withheld or delayed. To ensure         trademark quality, each party shall fully comply with all written         guidelines provided by the other party concerning the use of the         originating party's Trademarks. Each party agrees to change or correct         any material or activity that the originating party determines to be         inaccurate, objectionable, misleading or a misuse of the originating         party's Trademarks.

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

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8 7       WARRANTIES AND DISCLAIMER.

7.1     No Conflict. Each party represents and warrants to the other party that         it is under no current obligation or restriction, nor will it knowingly         assume any such obligation or restriction that does or would in any way         interfere or conflict with, or that does or would present a conflict of         interest concerning the performance to be rendered hereunder or the         rights and licenses granted herein.

7.2     Intellectual Property Warranty. Commerce One represents and warrants to         Corio that (a) Commerce One is the sole and exclusive owner of the         Software; (b) Commerce One has full and sufficient right, title and         authority to grant the rights and/or licenses granted to Corio under         this Agreement; (c) the Software does not contain any materials         developed by a third party used by Commerce One except pursuant to a         license agreement; and (d) the Software does not infringe any patent,         copyright, trade secret, trademark or other intellectual property rights         of a third party.

7.3     Product Warranty. Commerce One warrants that the Software and         MarketSite.net Service will perform in substantial accordance with the         Documentation, and the media on which the Software is distributed will         be free from defects in materials and workmanship under normal use, for         a period of sixty (60) days from the Effective Date, but in no event not         later than December 31, 1999 (the Warranty Period). In addition,         Commerce One warrants that during the Warranty Period the Software and         MarketSite.net Service is free of any willfully introduced computer         virus, or any other similar harmful, malicious or hidden program or         data, which is designed to disable, erase, or alter the Software, or any         other files, data, or software. If during the Warranty Period the         Software and MarketSite.net Service does not perform in substantial         compliance with the Documentation, Commerce One shall take all         commercially reasonable efforts to correct the Software and         MarketSite.net Service, or if correction of the Software and         MarketSite.net Service is reasonably not possible, replace such Software         and MarketSite.net Service free of charge. Commerce One will replace any         defective media returned to Commerce One during the Warranty Period. In         the event any such breach of warranty can not be reasonably corrected at         Commerce One's sole expense, Corio has the right to terminate this         Agreement and receive a refund of all prepaid fees. The foregoing are         Corio's sole and exclusive remedies for breach of product warranty. The         warranty set forth above is made to and for the benefit of Corio only.         The warranty shall not apply only if:

     (a)     the Software and MarketSite.net Service has been not properly                 installed and used at all times and in accordance with the                 Documentation; and

     (b)     Corio has requested modifications, alterations or additions to                 the Software and MarketSite.net Service that cause it to deviate                 from the Documentation.

7.4     Product Warranty - Year 2000 Compliance. Commerce One warrants that the         Software and MarketSite.net Service, when used in accordance with its         associated documentation, is in all material respects capable upon         installation of accurately processing, providing and/or receiving date         data from, into and between the twentieth and twenty-first centuries,         including the years 1999 and 2000, and leap year calculations; provided         that all licensee and third party equipment, systems, hardware, software         and firmware used in combination with the Software and MarketSite.net         Service properly exchange date data with the Software and MarketSite.net         Service

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9         OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF         MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

8       INDEMNIFICATION.

8.1     By Commerce One. Commerce One shall indemnify, defend and hold harmless         Corio and its Customers from any and all damages, liabilities, costs and         expenses (including reasonable attorneys' fees) incurred by Corio or its         Customers arising out of any claim that the Software infringes any         patent, copyright, trademark or trade right secret of a third party;         provided that Corio or its Customer promptly notifies Commerce One in         writing of any such claim and promptly tenders the control and the         defense and settlement of any such claim to Commerce One at Commerce         One's expense and with Commerce One's choice of counsel. Corio or its         Customer shall cooperate with Commerce One, at Commerce One's expense,         in defending or settling such claim and Corio or its Customer may join         in defense with counsel of its choice at its own expense. If the         Software is, or in the opinion of Commerce One may become, the subject         of any claim of infringement or if it is adjudicatively determined that         the Software infringes, then Commerce One may, at its sole option and         expense, either (i) procure for Corio the right from such third party to         use the Software, (ii) replace or modify the Software with other         suitable and substantially equivalent products so that the Software         becomes noninfringing, or if (i) and (ii) are not practicable after         Commerce One has exhausted all diligent efforts, (iii) terminate this





     Agreement and refund to Corio a pro-rated portion of the fees paid         hereunder.

8.2     Limitations. Commerce One shall have no liability for any infringement         based on (i) the use of the Software other than as set forth in the         Documentation; or (ii) the modification of the Software by a party other         than Commerce One, when such infringement would not have occurred but         for such modification.

9       LIMITATION OF LIABILITY.

     EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO         EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS AGREEMENT OR         THE USE OR PERFORMANCE OF THE SOFTWARE EXCEED THE TOTAL AMOUNT ACTUALLY         PAID BY CORIO HEREUNDER FOR THE TRANSACTION WHICH THE LIABILITY RELATES         TO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE FILING OF THE         CAUSE OF ACTION TO WHICH THE LIABILITY RELATES. EXCEPT FOR LIABILITY         ARISING UNDER SECTION 8 OF THIS AGREEMENT, IN NO EVENT SHALL EITHER         PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR         COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY         INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY         THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF         THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THIS SECTION 9         REPRESENTS A REASONABLE ALLOCATION OF RISK.

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10         LIABILITY RELATES. EXCEPT FOR LIABILITY ARISING UNDER SECTION 8 OF THIS         AGREEMENT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE         OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE         GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES         HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH         PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES         AGREE THAT THIS SECTION 9 REPRESENTS A REASONABLE ALLOCATION OF RISK.

10      CONFIDENTIALITY.

     Each party hereby agrees that it shall not use any Confidential         Information received from the other party other than as expressly         permitted under the terms of a non-disclosure agreement to be         concurrently executed with this Agreement.

11      TERM AND TERMINATION.

11.1    Term. The term of this Agreement shall commence on the Effective Date         and shall continue in full force and effect for an initial period of         five (5) years. Thereafter, this Agreement shall automatically renew for         subsequent one (1) year periods unless either party provides the other         party with written notification at least thirty (30) days prior to the         expiration of the initial five (5) year term or any one (1) year renewal         thereof of its intention to terminate this Agreement.

11.2    Termination. If either party materially breaches any term or condition         of this Agreement and fails to cure such breach within-thirty (30) days         after receiving written notice of the breach, the nonbreaching party may         terminate this Agreement on written notice at any time following the end         of such-thirty (30) day period. This Agreement shall terminate         immediately upon notice if either party becomes insolvent (i.e., becomes         unable to pay its debts in the ordinary course of business as they come         due) or makes an assignment for the benefit of creditors. Compliance by         the Software with the Software's specifications after expiration of the         Warranty Period shall be deemed a material condition of this Agreement.

11.3    Effect of Termination. The following Sections shall survive the         termination or expiration of this Agreement for any reason: 4.2, 5.3, 7,         8, 9, 10, 12 and 14. Corio's right to allow its then-existing Customers         and their Software Users to use and access the Software in accordance         with Section 2 of this Agreement and all payment obligations related         thereto shall survive any termination or expiration of this Agreement.         Commerce One's obligation to provide Software support and maintenance to         Corio and its Customers shall survive any termination or expiration of         this Agreement, provided Corio continues to make its annual support and         maintenance payments as specified in this Agreement. Upon termination or         expiration of this Agreement, each party shall otherwise return or         destroy any Confidential Information of the other party provided,         however, Corio may retain any Confidential Information necessary for         Corio to continue supporting it's then-existing Customers.

12      SOURCE CODE ESCROW.

12.1    Escrow Account. Within sixty (60) days of the Effective Date, Commerce         One agrees to execute an escrow agreement by and among Corio, Commerce         One and a mutually acceptable escrow agent (the ESCROW AGENT). The         Escrow Agent shall require Commerce One to place in an

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11         escrow account in California a copy of the source code of the Software





     including all Updates and Upgrades thereto, documentation and similar         materials (the SOURCE CODE). The escrow agreement shall contain, at a         minimum, the terms and conditions set forth in this Section 12. Corio         shall bear all fees, expenses and other charges to open and maintain         such escrow account. If a Release Condition (as defined in Section 12.2         of this Agreement) occurs and the Escrow Agent provides the Source Code         to Corio under the escrow agreement, Corio agrees to hold the Source         Code in confidence pursuant to the provisions contained in Section 10 of         this Agreement, and not to use them for any purpose other than those         purposes contemplated under Section 12.3 of this Agreement.

12.2    Release. Corio shall notify Commerce One in writing if it believes that         one of the following events (the RELEASE CONDITIONS) has occurred and         that it intends to seek release of the Source Code from the escrow         account: (i) Commerce One's dissolution or ceasing to do business in the         normal course, or (ii) Commerce One's repeated and material breach of         its support and maintenance obligations under Section 5 of this         Agreement and such breach is not cured within sixty (60) days of receipt         of written notice thereof from Corio. If Commerce One notifies Corio in         writing that it disputes whether any such event has occurred, officers         of each of the parties shall negotiate for a period of ten (10) business         days to attempt to resolve the dispute. At the end of such ten (10)         business day period, if the parties have not resolved the dispute, the         matter shall be referred to arbitration in the manner provided in         Section 14.3 of this Agreement.

12.3    License. Upon the release of the Source Code to Corio pursuant to         Section 12.2 of this Agreement, Corio shall have a royalty-free,         nonexclusive, nontransferable, right and license in the Territory to use         and modify the Source Code to support and maintain the Software until         the expiration or termination of Corio's Customers' End User License         Agreements. The object code derived from the Source Code so modified         shall be subject to the same rights and restrictions on use,         reproduction and disclosure that are contained in this Agreement with         respect to the Software. Corio shall not distribute, sell or sublicense         the Source Code. Subject to the licenses expressly granted in this         Agreement, Commerce One shall retain all right, title and interest in         and to the Source Code. This license shall be deemed to extend worldwide         in scope if Corio, at the time one or more Release Conditions has         occurred, has been granted worldwide license rights by Commerce One         under Section 2 of this Agreement.

13      SHARED RESOURCES.

13.1    Operations. To the extent not provided for within the Statement of Work         covered by the Implementation Fee, Commerce One shall provide Corio with         access to Commerce One operations personnel as reasonably requested by         Corio, subject to payment by Corio of Commerce One's standard fees [*].         These Commerce One operations personnel shall work together with Corio         personnel to optimize the architecture and performance of the Software         and MarketSite.net Service in a hosted environment. Commerce One shall         only commit personnel with expertise in installations, operating         environments and networking functionality.

13.2    Consulting. To the extent not provided for within the Statement of Work         covered by the Implementation Fee, Commerce One shall provide Corio with         access to Commerce One consulting personnel as reasonably requested by         Corio, subject to payment by Corio of Commerce One's standard fees [*].         These Commerce One

[*] Certain information on this page has been omitted and filed separately with     the Commission. Confidential treatment has been requested with respect to     the omitted portions.

                                    11

12         consulting personnel shall initially work together with Corio personnel         to develop implementation templates. Commerce One may, in its sole but         reasonable discretion, elect to assign resources from a third party         systems integrator subject to advance notification to Corio of such         election.

13.3    Engineering. Commerce One shall provide Corio with reasonable access to         Commerce One engineering personnel at no additional cost to Corio. Joint         engineering work may include product development, including without         limitation, technical and functional application development and         integration.

13.4    Other. All services provided hereunder, in addition to services         subsequently requested by Corio (e.g. customization of the Software)         shall be subject to the terms of a separate agreement between the         parties.

13.5    Ownership. Subject to Commerce One's pre-existing ownership of any         materials or technology provided to Corio, the results of all such         development efforts set forth in this Section 13, including all         intellectual property rights in any software interface coding or         programs created solely by Corio during the term of this Agreement to         enable the Software to operated within the Corio Servers' hosted         environment (DEVELOPMENTS), shall be owned by Corio, unless such         Developments are supported on an ongoing basis by Commerce One in which         case Commerce One will retain all ownership rights, including





     intellectual property rights in the Developments. To the extent that         Commerce One would otherwise have a claim of ownership in such         Developments, Commerce One hereby assigns all rights in and to such         Developments to Corio. Further, Commerce One represents and warrants         that all Commerce One employees, agents, contractors or consultants that         will be provided to work together with Corio have or will have signed         agreements with customary terms containing confidentiality provisions         and assignment of inventions (EMPLOYEE NDA/INVENTION AGREEMENT). Corio         covenants and warrants that it will not disclose to Commerce One or its         officers, directors, employees, agents, contractors or consultants any         proprietary information, including without limitation any technical         information related to Developments created solely by Corio under this         Agreement, except upon the written authorization to do so by a Corporate         Officer of Commerce One. Commerce One covenants that during the term of         this Agreement, it will continue to require all Commerce One employees,         agents, contractors or consultants to sign an Employee NDA/Invention         Agreement and that Commerce One will furnish to Corio copies of such         signed agreements upon Corio's request. Ownership of intellectual         property rights to any enhancements, modifications or derivative works         to the Software itself which may be developed jointly by the parties or         solely by Corio shall be negotiated by the parties prior to the start of         any such development work.

13.6    Independent Development: Covenant not to Sue. Nothing in this Agreement         will be construed to prohibit either parties' right to independently         develop the Developments contemplated above. Each party covenants that         it shall not, under any circumstances, sue the other party (or its         officers, directors, successors and assigns) or any of that parties'         licensees, customers, or distributors (Protected Entities) for patent         infringment under any future patents or future patent rights relating to         said Developments, that either party owns or controls, so long as that         Protected Entity has a license from Commerce One or Corio to the         Software, or to a product that is a modification of, derivative work         based on, or replacement for the Software. The foregoing covenant is         binding on Corio's permitted successors and assigns, and inures to the         benefit of any

                                    12

13         of Commerce One's successors and assigns, and is binding on Commerce         One's permitted successors and assigns, and inures to the benefit of any         of Corio's successors and assigns.

14      MISCELLANEOUS.

14.1    Assignment. Neither party may assign this Agreement or any rights or         obligations hereunder, whether by operation of law or otherwise, without         the prior written consent of the other party. Notwithstanding the         foregoing, either party shall have the right to assign this Agreement in         connection with the merger or acquisition of such party or the sale of         all or substantially all of its assets related to this Agreement without         such consent, except in the case where such transaction involves a         direct competitor of the other party where consent of the other party         will be required. Subject to the foregoing, this Agreement will bind and         inure to the benefit of the parties, their respective successors and         permitted assigns. Any assignment in violation of this Section 14.1         shall be null and void.

14.2    Waiver and Amendment. No modification, amendment or waiver of any         provision of this Agreement shall be effective unless in writing and         signed by the party to be charged. No failure or delay by either party         in exercising any right, power, or remedy under this Agreement, except         as specifically provided herein, shall operate as a waiver of any such         right, power or remedy.

14.3    Choice of Law; Arbitration; Venue. This Agreement shall be governed by         the laws of the State of California, USA, excluding conflict of laws         provisions and excluding the 1980 United Nations Convention on Contracts         for the International Sale of Goods. Any disputes arising out of this         Agreement shall be resolved by binding arbitration in accordance with         the then-current commercial arbitration rules of the American         Arbitration Association (RULES). The arbitration shall be conducted by         one (1) arbitrator appointed in accordance with the Rules in San         Francisco County, California. A judgment upon the award may be entered         in any court having jurisdiction of the parties, including without         limitation the courts in San Francisco, California. The non-prevailing         party in the arbitration shall pay all fees and charges of the American         Arbitration Association; each party, however, shall be responsible for         the payment of all fees and expenses connected with the presentation of         its respective case.

14.4    Notices. All notices, demands or consents required or permitted under         this Agreement shall be in writing. Notice shall be considered delivered         and effective on the earlier of actual receipt or when (a) personally         delivered; (b) the day following transmission if sent by telex, telegram         or facsimile followed by written confirmation by registered overnight         carrier or certified United States mail; or (c) one (1) day after         posting when sent by registered private overnight carrier (e.g., DHL,         Federal Express, etc.); or (d) five (5) days after posting when sent by         certified United States mail. Notice shall be sent to the parties at the         addresses set forth on the first page of this Agreement or at such other         address as shall be specified by either party to the other in writing.





14.5    Independent Contractors. The parties are independent contractors with         respect to each other. Each party is not and shall not be deemed to be         an employee, agent, partner or legal representative of the other for any         purpose and shall not have any right, power or authority to create any         obligation or responsibility on behalf of the other.

14.6    Severability. If any provision of this Agreement is held by a court of         competent jurisdiction to be contrary to law, such provision shall be         changed and interpreted so as to best accomplish the

                                    13

14         objectives of the original provision to the fullest extent allowed by         law and the remaining provisions of this Agreement shall remain in full         force and effect.

14.7    Force Majeure. Neither party shall be deemed to be in breach of this         agreement for any failure or delay in performance caused by reasons         beyond its reasonable control, including but not limited to acts of God,         earthquakes, strikes or shortages of materials.

14.8    Subcontract. Commerce One understands and agrees that Corio shall solely         direct the provision of Corio Services and may subcontract certain         portions of the Corio Services to third parties at any time during the         term of the Agreement.

14.9    Bankruptcy. The parties hereto agree that Corio, as a licensee of         Commerce One's intellectual property, shall be afforded all of the         protections afforded to a licensee under Section 365(n) of the United         States Bankruptcy Code, as amended from time to time (the CODE) so         that the Trustee or Debtor in Possession, as defined in the Code, will         not interfere with Corio's license with respect to the Software as         provided in this Agreement, as set forth in Section 365(n) of the Code.

14.10   Complete Understanding. This Agreement including all Exhibits, and the         Non Disclosure Agreement and the Statement of Work referenced in this         Agreement and incorporated by reference herein, constitutes the final,         complete and exclusive agreement between the parties with respect to the         subject matter hereof, and supersedes any prior or contemporaneous         agreement. IN WITNESS WHEREOF, the parties have executed this Agreement         as of the Effective Date.

CORIO, INC.                              COMMERCE ONE, INC.

By: /s/ Signature Illegible              By: /s/ Signature Illegible                                              -------------------------------- Name: GEORGE KADIFA                      Name: MARK S. BIESTMAN       ---------------------------              ------------------------------

Title: CEO                               Title: V.P. WORLDWIDE SALES        --------------------------              ------------------------------

Date: 11/5/99                            Date:       --------------------------               ------------------------------

                                    14

15                                     EXHIBIT A

                                 SOFTWARE

1.      SOFTWARE.         Hosted BuySite v 6.0

2.      DEMONSTRATION SOFTWARE.         Hosted BuySite v 6.0

3.      RELATIONSHIP MANAGERS. The Corio Relationship Manager shall be:         __________. The Commerce One Relationship Manager shall be: ________.

4.      PRODUCT MANAGERS. For purposes of Section 5.4 of this Agreement, the         Corio product manager shall be: _________.

        The Commerce One product manager shall be: _______________.

                                    15

16                                     EXHIBIT B

                                  PRICING

SOFTWARE: BuySite Hosted Edition version 6.0





MarketSite.net Service access

SOFTWARE USERS: BuySite Hosted Edition: Unlimited

LICENSE FEES: BuySite Hosted Edition: [*]

MARKETSITE.NET SERVICE FEES: MarketSite.net Service Access: Year 1                          [*] Year 2-5, and beyond:           [*]

MAINTENANCE AND SUPPORT FEES: Year 1                          [*] Year 2-5, and beyond:           [*]

REVENUE SHARING FEES:

1.      MarketSite Transaction Revenue:         Commerce One to pay Corio [*] of all transaction fees from Corio         Customer transactions on MarketSite.

2.      Corio Customer Application Management Revenue:         Corio to pay Commerce One [*] of all Application Management Revenue from         Corio Customers for use of Commerce One Software or MarketSite.net         Service Access subject to the following limitations.

            A.     No Application Management Revenue shall be due for any                       Corio Customer subscriptions utilizing the initial 3000                       Software User licenses granted herein, subject to a                       minimum limitation of 40 Authorized Software Users per                       Customer

            B.     The Corio invoice amounts used to calculate the revenues                       subject to this revenue share shall not include                       Professional Service fees, or Network access fees.

            C.     These Application Management Revenue fees shall begin                       accruing when the Corio Customer begins live operations.

IMPLEMENTATION FEES: Time and Materials Basis Billed at [*] in accordance with The Statement of Work as agreed between the parties, not to exceed [*].

* Certain information on this page has been omitted and filed   separately with the Commission. Confidential treatment has   been requested with respect to the omitted portions.

                                    16

17 PAYMENT TERMS

License Fees: Due upon Software Acceptance.

Maintenance and Support Fees: Net 30 of Software acceptance anniversary date, and each year thereafter. Revenue Sharing Fees: Quarterly payments shall be due to receiving party, net 30 days after quarter close.

Implementation or Professional Service Fees: Net 30 days from date of Commerce One invoice, which shall be issued only after successful completion of each agreed upon milestone.

MarketSite.net Access Fee: Due upon Software Acceptance, and on each annual anniversary of Software Acceptance thereafter.

                                    17

18                                     EXHIBIT C

                         CUSTOMER SERVICE OUTLINE

1.      CONTACTING SUPPORT:

EMAIL:                     csc@commerceone.com

FAX:                       (925) 941-6060

SUPPORT HOTLINE:           (925) 941-5959

WWW:                       http://commerceone.com/solutions/osupport.htm

Our web access allows you to submit new incidents and be notified in real time by the support team, who will provide suggestions and technical support to resolve your issue. Such support will include clarification of the functions and features of the Software, clarification of the documentation, guidance in the operations of the Software, and error correction analysis and verification to the extent possible remotely.





2.      SERVICE HOURS: Staffed Monday - Friday, 7 am to 7 pm PST (except holidays). After hours support available 24x7 for Priority 1 technical issues only.

3.      PRIORITY DEFINITION:

     COMMERCE ONE RESPONSIBILITIES:

             *       Priority 1: The software and/or the hosted physical                         infrastructure is not operational and no workaround                         exists. Customer's production/business is seriously                         affected.

             *       Priority 2: Software and/or the hosted physical                         infrastructure functionality is impaired, does not work                         like proposed, but it is operational

     CORIO RESPONSIBILITIES:

             *       Priority 3: Minor software and/or the hosted physical                         infrastructure problems or functionality questions.

             *       Priority 4: Enhancement request or cosmetic problems.

4.      RESPONSE TIME: (Commitment to customers) Commence One will make every attempt to contact our customers within 30 minutes of the report of a critical incident, and to notify and work with any third party vendors providing ancillary services that may be affected by the incident. However, for providing specific action plans for resolutions, we are committed to the following schedule:

             *       Priority 1 incidents: 2 hours

             *       Priority 2 incidents: 4 hours

For resolution of incidents, we are committed to the following schedule:

             *       Priority 1 incidents: we will respond as provided above                         and continue resolution efforts on a 24 x 7 basis until                         the incident has been resolved

             *       Priority 2 incidents: we will respond as provided above                         and continue resolution efforts during business hours                         until the incident has been resolved

                                    18

19 5.      SUPPORT CONTACTS:

Up to 5 individuals can be designated as Registered Customers to contact Commerce One for Support services. Upon written notice, customers may change their designated contacts. [Additional contacts can be purchased at additional cost as mutually agreed. Specify the 5 contacts on the Customer Profile form.

                                    19

20                                     EXHIBIT D

                      SALES AND MARKETING COOPERATION

The parties agree to the following non-binding sales and marketing cooperation efforts:

1.      RELATIONSHIP MANAGERS. The parties' Relationship Managers would attempt         to meet at mutually agreeable times no less than every quarter to review         and coordinate sales efforts and review customer response to the         Software, the MarketSite.net Services and the Corio Services, and         address other topics related to this Agreement.

2.      SALES COMPENSATION. The parties agree to provide their internal and         external sales and marketing personnel sufficient compensation         incentives designed to actively promote and encourage cross-selling of         the Corio Services, and the Software and the MarketSite.net Services,         respectively.

3.      JOINT MARKETING PLANS. During the term of this Agreement the parties         agree to develop, review and submit to each other new and continuing         marketing plans with respect to the Corio Services and the Software and         MarketSite.net Services, respectively.

4.      MARKETING FUND. Within six (6) months after the Effective Date of the         Agreement, Corio and Commerce One each would contribute to a marketing         fund to be jointly managed by the parties to promote the sale and         marketing of the Corio Services, the Software and the MarketSite.net         Services.

5.      PERSONNEL. Each party agrees to assign one (1) existing sales or         marketing employee primarily dedicated to assist in the sales and         marketing promotional activity set forth in this Exhibit D.





6.      COOPERATION AND PUBLICITY. Upon mutual agreement, Corio and Commerce One         may engage in the following activities: joint publicity releases, joint         marketing materials, joint marketing calls, joint conference and trade         show efforts, and strategy coordination concerned with promoting the         Software, the MarketSite.net Services and the Corio Services in the         commercial marketplace.

7.      INITIAL CUSTOMERS. Within sixty (60) days after the Effective Date of         the Agreement, Corio agrees to use commercially reasonable efforts to         obtain orders from two (2) Customers for the Corio Services which         include access to the Software and MarketSite.net Services.

                                    20 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[EX A]: 46040

[EX Q]: Exhibit 10.28 PRODUCT SALE AND MARKETING AGREEMENT THIS PRODUCT SALE AND MARKETING AGREEMENT (this Agreement) is made this 12th day of November, 2018 (the Effective Date), by and between Calm.com, Inc., a Delaware corporation, having offices at 140 2nd Street, 3rd Floor, San Francisco, California 94105 (Calm) and XpresSpa Group, Inc., a Delaware corporation, having offices at 780 Third Avenue, 12th Floor, New York, New York 10017 (XSPA). Each of Calm and XSPA may be referred to herein individually as a Party and collectively as the Parties. RECITALS WHEREAS, Calm is the manufacturer and distributor of Calm branded products and services, including those set forth on Exhibit A (the Products); WHEREAS, XSPA is the owner, operator and/or franchisor of XpresSpa branded stores (each a Store) throughout the United States of America (the Territory); WHEREAS, Calm desires to increase its brand exposure in the Territory by collaborating with XSPA for the display, marketing, promotion, offer for sale and sale of Products at each Store in the Territory; and WHEREAS, XSPA desires to collaborate with Calm in connection with the display, marketing, promotion, offer for sale and sale of Products at each Store in the Territory in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Term. Unless this Agreement is terminated earlier in accordance with the terms of Section ​12, the term of this Agreement shall commence on the Effective Date and shall continue until July 31, 2019 (the Initial Term). Following the Initial Term, this Agreement shall automatically renew for successive terms of six (6) months (each a Renewal Term, and together with the Initial Term, the Term) unless written notice is given by either Party no later than thirty (30) days in advance of the expiration of the Initial Term or the applicable Renewal Term. 2. Sale of Products. 2.01. XSPA shall use its commercially reasonable efforts to display, market, promote, offer for sale and sell the Products set forth on Exhibit A in all Stores throughout the Territory. The Products shall only be sold by XSPA at the retail price of the applicable Product as set forth on Exhibit A (the Retail Price). For the avoidance of doubt, the Retail Price for the Products at the Stores in the Territory (i) may only be modified by mutual agreement of the Parties, and (ii) does not include any discounts, promotions or applicable sales taxes.

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





2.02. In addition to the Products, Calm shall have the right to identify up to five (5) additional products, with such products and the price thereof to be mutually agreed by the Parties, to be displayed, marketed, promoted, offered for sale and sold in the Stores in the Territory. Such products, once agreed on by both Parties and priced in accordance with the previous sentence, shall be deemed Products set forth on Exhibit A for the purposes of this Agreement. 3. Exclusivity and Right of First Refusal 3.01. Throughout the Term and for a period of six (6) months after the expiration or termination of this Agreement, neither XSPA nor any of its affiliates shall, directly or indirectly, sell, offer for sale, market or promote any digital meditation or digital sleep products (other than the Products), including online or in any Store in the Territory, without the express prior written consent of Calm. 3.02. Throughout the Term and for a period of six (6) months after the expiration or termination of this Agreement, neither Calm nor any of its affiliates shall, directly or indirectly, sell, offer for sale, market or promote any digital meditation or digital sleep products in any retail location located in an airport other than in collaboration with XSPA, without the express prior written consent of XSPA. 3.03. Throughout the Term and for a period of six (6) months after the expiration or termination of this Agreement, Calm shall have a right of first refusal to expand the rights and obligations described in this Agreement to any Stores outside the Territory (the ROFR). XSPA shall give prompt written notice to Calm each time it offers, proposes to offer, or has received an offer to enter into any agreement or arrangement under which XSPA or any of its affiliates would sell, offer for sale, market, promote or undertake any similar action with respect to any meditation or sleep digital products or similar products at any Store outside the Territory (each, a ROFR Notice). Calm shall have thirty (30) business days (the ROFR Period) from receipt of a ROFR Notice to exercise its ROFR with respect to the region and/or Stores described in the ROFR Notice. If Calm exercises its ROFR within the ROFR Period, the Parties shall enter into an amendment or addendum to this Agreement to include such additional region and/or Stores. If Calm does not exercise its ROFR within the ROFR Period, XSPA may enter into such agreement or arrangement with respect to the applicable region and/or Stores set forth in the ROFR Notice with any third party; provided that, such agreement or arrangement are on the same terms offered to Calm (it being understood that in the event XSPA modifies such terms, XSPA shall provide a new ROFR Notice to Calm in accordance with this Section ​3.02). 4. Marketing, Signage and Displays. 4.01. With respect to each Store in the Territory, XSPA shall use commercially reasonable efforts to: (a) promptly after the Effective Date, (i) prepare notices and consents and take all other actions reasonably necessary to obtain and maintain approval as necessary for bulkhead signage from airport regulatory authorities or other entities whose approval is required for such Store and install such bulkhead signage as soon as practicable thereafter, and (ii) once installed, maintain such bulkhead signage throughout the Term;

2

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





(b) allocate at least the retail space for the display of the Products in Stores as set forth on Exhibit B; (c) cause any and all XSPA employees working in such Store to wear uniforms co-branded with Calm's and XSPA's Marks (as defined herein), including shirts and lanyards (such uniform, which will be jointly designed by and mutually acceptable to the Parties, the Uniforms) during normal working hours; (d) display Calm branded marketing materials in such Store (which marketing materials shall be highly visible beyond the lease line as determined in Calm's sole discretion), including the items set forth on Exhibit C; (e) distribute free of charge as free gifts with purchase certain Calm branded gift products (the Gifts), as mutually selected by Calm and XSPA; (f) distribute free trial or discount inserts for Calm digital product subscriptions (the Inserts) to customers of such Store (it being understood that such Inserts shall contain a unique promotional code enabling Calm to attribute purchases to such Store); and (g) use and distribute to any purchaser of any Product sold at the Stores shopping bag(s) co-branded with Calm's and XSPA's Marks (the Shopping Bags). Calm will collaborate with XSPA on the design of Shopping Bags and such design shall be mutually agreed by the Parties. 4.02. Calm and XSPA shall jointly market their activities under this Agreement to their respective user bases, including by: (a) sending at least two (2) emails to each of their respective email marketing lists during the Initial Term that concern one or more of the Products, (b) making at least four (4) posts across each of their respective social media channels during the Initial Term that concern one or more of the Products and (c) marketing their activities concerning one or more of the Products under this Agreement on each of their respective websites throughout the Term. All such emails, co-branded communications and marketing materials are subject to the prior written approval of the Parties. 5. Store Operations. 5.01. With respect to any and all Stores owned or operated by XSPA, as between Calm and XSPA, XSPA shall be the sole owner and operator of any and all such Stores throughout the Territory and XSPA shall have sole management and operational control and liability with respect to such Stores and any and all costs and expense associated with the operation and maintenance thereof. XSPA shall operate and maintain the Stores with high standards of quality and service and shall at all times comply with any and all applicable laws in connection therewith.

3

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





5.02. With respect to any and all Stores owned or operated by any of XSPA's Airport Concession Disadvantaged Business Enterprise partners (ACDBE Partner(s)) in conjunction with XSPA, XSPA shall cause each of its ACDBE Partners to fulfill all of the obligations set forth herein with respect to the display, marketing, promotion, offer for sale and sale of Products at each Store in the Territory owned or operated by XSPA and such ACDBE Partner(s). As between Calm and XSPA, XSPA shall remain liable for the acts and omissions of each ACDBE Partner. As between Calm on the one hand and XSPA and its ACDBE Partner(s) on the other hand, XSPA and its ACDBE Partner(s) shall be the sole owners and operators of any and all such Stores throughout the Territory and XSPA and its ACDBE Partner(s) shall have sole management and operational control and liability with respect to such Stores and any and all costs and expense associated with the operation and maintenance thereof. XSPA and its ACDBE Partner(s) shall operate and maintain the Stores with high standards of quality and service and shall at all times comply with any and all applicable laws in connection therewith. 5.03. With respect to any and all Stores owned or operated by a third party who is not an ACDBE Partner (any such third party a Franchisee), where XSPA is a franchisor, XSPA shall cause each Franchisee to fulfill all of the obligations set forth herein with respect to the display, marketing, promotion, offer for sale and sale of Products at each Store in the Territory owned or operated by such Franchisee. Except as otherwise set forth in this Agreement, including Section 10.03, as between Calm and XSPA, XSPA shall remain liable for the acts and omissions of each Franchisee. 5.04. Calm shall have the right, but not the obligation, to hire personnel of its choosing to be present in any Store(s) to assist in the display, marketing, promotion, offer for sale and sale of Products, provided, however, that no more than one such person shall be present at any one time in any store without the prior written consent of XSPA. XSPA shall permit such personnel access to each Store and the ability to assist in the marketing, promotion and sale of the Products. For the avoidance of doubt, as between the Parties, Calm shall remain responsible for any and all employee compensation or other benefits with respect to any such personnel. 5.05. Calm or its authorized designees shall be the sole suppliers to XSPA of XSPA's requirements for Products, Gifts, Shopping Bags, Uniforms and Inserts (collectively, Product Collateral) for each Store throughout the Territory. Calm shall use reasonable efforts to fulfill all of XSPA's requirements for Product Collateral in accordance with the terms and conditions of this Agreement. In the event that inventory of any Product Collateral in any Store falls below fifty percent (50%) of the initial amount of such Product Collateral provided to such Store, XSPA shall use best efforts to advise Calm in sufficient detail to enable Calm to ship additional inventory of such Product Collateral to such Store. The Parties acknowledge and agree that, as between the Parties, Calm shall retain legal title to any and all Product Collateral (other than Uniforms) until sold in a Store in the Territory or otherwise disbursed in a Store in the Territory (in the case of Gifts, Inserts and Shopping Bags) in accordance with the terms and conditions of this Agreement. In the event Calm identifies any issue with any Product Collateral making it unsuitable for use as contemplated by this Agreement or issues a recall with respect to any Product, XSPA shall promptly return any and all affected Product Collateral to Calm or its authorized designees upon receiving notice of such issue or recall.

4

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





6. Training. XSPA shall provide training to any and all employees in each Store throughout the Territory regarding the display, marketing, promotion, offer for sale and sale of Products based on training materials (including PDF documents and/or instruction videos) provided by Calm. At XSPA's request, Calm shall provide training to XSPA area managers and select store managers at times and locations mutually agreed upon by the Parties regarding the display, marketing, promotion, offer for sale and sale of Products. 7. Collaborative Efforts. 7.01. XSPA and Calm shall jointly consult and work together in good faith throughout the Term to develop and execute a plan for the marketing, promotion and sale of Products in all Stores throughout the Territory, including with respect to Product layout and display, in-store marketing and promotional activities, the design of any co-branded Product Collateral or other marketing materials, and bulkhead signage at the Stores, in each case, taking into account any plan restrictions on the Store that may be imposed by an airport regulatory authority or other entity and all applicable laws. 7.02. Any Product Collateral item or other marketing material co-branded with Calm's and XSPA's Marks shall be subject to each Party's prior review and approval, which shall not be unreasonably withheld. 8. Payments. 8.01. XSPA shall pay to Calm on a monthly basis an amount equal to (i) fifty percent (50%) of the Retail Price for all Products sold in the Stores in the Territory during the applicable month minus (ii) fifty percent (50%) of any commission actually paid or payable to XSPA employee(s) or contractor(s) attributable to sales of such Products during such month; provided that in no event shall such commission be greater than fifteen percent (15%) of the Retail Price for the applicable Product. 8.02. Calm shall pay to XSPA on a monthly basis a retail commission of $20.00 for each sale of Calm digital product subscriptions (excluding, for the avoidance of doubt, any free trial subscriptions) that result from XSPA's distribution of Inserts and a customer's use of the unique promotional discount code set forth therein in accordance with the terms and conditions set forth herein (it being understood that XSPA shall ensure fifty percent (50%) of each such commission shall be distributed to the applicable Store's retail employees or contractors via a pool or other format as mutually agreed to by the Parties). Calm shall prepare and maintain complete and accurate books and records covering all transactions relating to this Agreement. XSPA's representatives may, from time to time during regular business hours on reasonable advance notice, during the Term of this Agreement and for a period of six (6) months thereafter, inspect and audit such books and records and examine and copy all other documents and material in the possession or under the control of Calm with respect to the subject matter and the terms of this Agreement.

5

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





After completion of any inspection or audit pursuant to this Section 8.02, XSPA shall notify Calm of the results of such inspection and audit (the Calm Audit Results). Upon receipt of such information, Calm shall have thirty (30) days (the Calm Review Period) to review the Calm Audit Results. On or prior to the last day of the Calm Review Period, Calm may object to the Calm Audit Results by delivering to XSPA a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the Calm Statement of Objections). If Calm fails to deliver the Calm Statement of Objections before the expiration of the Calm Review Period, the Calm Audit Results shall be deemed to have been accepted by Calm. If Calm delivers the Calm Statement of Objections before the expiration of the Calm Review Period, Calm and XSPA shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Calm Statement of Objections (the Calm Resolution Period), and, if the same are so resolved within the Calm Resolution Period, the Calm Audit Results with such changes as may have been previously agreed in writing by Calm and XSPA, shall be final and binding. If Calm and XSPA fail to reach an agreement with respect to all of the matters set forth in the Calm Statement of Objections before expiration of the Calm Resolution Period, then any amounts remaining in dispute (Calm Disputed Amounts and any amounts not so disputed, the Calm Undisputed Amounts) shall be submitted for resolution to the office of an impartial nationally recognized firm of independent certified public accountants mutually agreeable to Calm and XSPA (each acting reasonably and in good faith) (the Independent Accountant) who, acting as experts and not arbitrators, shall resolve the Calm Disputed Amounts only and make any adjustments to the Calm Audit Results. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each Calm Disputed Amount must be within the range of values assigned to each such item in the Calm Audit Results and the Calm Statement of Objections, respectively. The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Calm Disputed Amounts and their adjustments to the Calm Audit Results shall be conclusive and binding upon the parties hereto. If it is conclusively determined that any of Calm's payments due hereunder was less than the amount that should have been paid or any of XSPA's payments or reimbursements was more than the amount that should have been paid, all payments required to be made to eliminate the discrepancy, plus interest, shall be made promptly upon XSPA's demand, and, if the discrepancy in amounts due to XSPA is greater than ten percent (10%) or more of the amount due during the period in question, Calm promptly shall reimburse XSPA for the reasonable costs and expenses related to such inspection and audit not to exceed $5,000.00. In all other cases, XSPA shall be responsible for any and all costs and expenses related to such inspection and audit pursuant to this Section 8.02.

6

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





If it is conclusively determined that any of Calm's payments due hereunder was more than the amount that should have been paid or any of XSPA's payments or reimbursements was less than the amount that should have been paid, all payments required to be made to eliminate the discrepancy, plus interest, shall be made promptly upon Calm's demand. 8.03. Subject to the terms and conditions set forth herein, and considering that Calm or its authorized designees shall be the sole supplier of Product Collateral under Section 5.04 of this Agreement, Calm shall pay (or reimburse XSPA upon receipt of payment to a third party) for all costs associated with (a) the design, manufacture, shipping, distribution and installation, as applicable, of Product Collateral and other marketing materials and bulkhead signage as set forth in Section ​4.01, (b) the creation of training materials and the costs associated with training (excluding cost of labor for any XSPA employee) pursuant to Section ​6, (c) obtaining and maintaining approval of, and the creation, installation, maintenance and removal of any bulkhead signage advertising pursuant to Section 4.01(a), and (d) the design, manufacture, shipping and installation of in-store marketing changes to any Store. Notwithstanding anything in this Agreement to the contrary, Calm shall not be obligated to reimburse XSPA for any such costs described in the previous sentence of this Section 8.03 incurred by XSPA above $500.00 unless Calm has provided prior written approval of such cost (including via email). 8.04. All payments required of XSPA hereunder shall be made to Calm in United States Dollars via wire transfers, or in such other manner as Calm shall designate, as follows: Account Name Calm.com, Inc. Account Address 140 2nd St. FL3 San Francisco, CA 94105 Account # 3302444451 Bank Name SIL VLY BK SJ Bank Address 3003 TASMAN DRIVE, SANTA CLARA, CA 95054 Fed ABA 121140399 8.05. All payments required of Calm hereunder shall be made to XSPA in United States Dollars via wire transfers, ACH payment, or in such other manner as XSPA shall designate, as follows: Account Name XpresSpa Group, Inc. Account # 483044863901 Bank Name Bank of America Bank Address One Bryant Park New York, NY 10036 Fed ABA 026009593

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Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





8.06. With respect to Products sold in Stores in the Territory, XSPA shall deliver to Calm within twenty (20) days after each calendar month, a statement (Monthly Statement) identifying (i) the total sales of each Product during said calendar month and (ii) the total commission paid to XSPA employees or contractors under Section ​8.02, which shall include a breakdown by each individual Product and Store. Each Monthly Statement shall be fully completed and signed and certified as accurate by one of XSPA's senior officers. 8.07. XSPA shall prepare and maintain complete and accurate books and records covering all transactions relating to this Agreement. Calm's representatives may, from time to time during regular business hours on reasonable advance notice, during the Term of this Agreement and for a period of six (6) months thereafter, inspect and audit such books and records and examine and copy all other documents and material in the possession or under the control of XSPA with respect to the subject matter and the terms of this Agreement. After completion of any inspection or audit pursuant to this Section 8.07, Calm shall notify XSPA of the results of such inspection and audit (the XSPA Audit Results). Upon receipt of such information, XSPA shall have thirty (30) days (the XSPA Review Period) to review the XSPA Audit Results. On or prior to the last day of the XSPA Review Period, XSPA may object to the XSPA Audit Results by delivering to Calm a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith (the XSPA Statement of Objections). If XSPA fails to deliver the XSPA Statement of Objections before the expiration of the XSPA Review Period, the XSPA Audit Results shall be deemed to have been accepted by XSPA. If XSPA delivers the XSPA Statement of Objections before the expiration of the XSPA Review Period, XSPA and Calm shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the XSPA Statement of Objections (the XSPA Resolution Period), and, if the same are so resolved within the XSPA Resolution Period, the XSPA Audit Results with such changes as may have been previously agreed in writing by XSPA and Calm, shall be final and binding. If Calm and XSPA fail to reach an agreement with respect to all of the matters set forth in the XSPA Statement of Objections before expiration of the XSPA Resolution Period, then any amounts remaining in dispute (XSPA Disputed Amounts and any amounts not so disputed, the XSPA Undisputed Amounts) shall be submitted for resolution to the Independent Accountant who, acting as experts and not arbitrators, shall resolve the XSPA Disputed Amounts only and make any adjustments to the XSPA Audit Results. The parties hereto agree that all adjustments shall be made without regard to materiality. The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each XSPA Disputed Amount must be within the range of values assigned to each such item in the XSPA Audit Results and the XSPA Statement of Objections, respectively.

8

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the XSPA Disputed Amounts and their adjustments to the XSPA Audit Results shall be conclusive and binding upon the parties hereto. If it is conclusively determined that any of XSPA's payments due hereunder was less than the amount that should have been paid or any of Calm's payments or reimbursements was more than the amount that should have been paid, all payments required to be made to eliminate the discrepancy, plus interest, shall be made promptly upon Calm's demand, and, if the discrepancy in amounts due to Calm is greater than ten percent (10%) or more of the amount due during the period in question, XSPA promptly shall reimburse Calm for the reasonable costs and expenses related to such inspection and audit not to exceed $5,000.00. In all other cases, Calm shall be responsible for any and all costs and expenses related to such inspection and audit pursuant to this Section 8.02. If it is conclusively determined that any of XSPA's payments due hereunder was more than the amount that should have been paid or any of Calm's payments or reimbursements was less than the amount that should have been paid, all payments required to be made to eliminate the discrepancy, plus interest, shall be made promptly upon XSPA's demand. 9. Intellectual Property Matters. 9.01. Subject to the terms and conditions of this Agreement, Calm hereby grants to XSPA, solely during the Term and in the Territory, a revocable (as set forth in ​Section ​​12.04), royalty-free, assignable (solely as set forth in Section ​16.05), non-sublicensable (except as set forth in Section ​9.03), non-exclusive license to use the marks set forth on Exhibit D (Calm's Marks), solely to the extent necessary for XSPA to exercise its rights or perform its obligations set forth in this Agreement. 9.02. Subject to the terms and conditions of this Agreement, XSPA hereby grants to Calm, solely during the Term and in the Territory, a revocable (as set forth in ​Section ​​12.04), royalty-free, assignable (solely as set forth in Section ​16.05), non-sublicensable (except as set forth in Section ​9.03), non-exclusive license to use the marks set forth on Exhibit E (XSPA's Marks, and together with Calm's Marks, the Marks), solely to the extent necessary for Calm to exercise its rights or perform its obligations set forth in this Agreement. 9.03. Each Party may sublicense the rights granted to such Party under Sections 9.01 and 9.02 of this Agreement to any third party vendor, supplier or manufacturer of Product Collateral solely to the extent necessary for such Party to exercise its rights or perform its obligations set forth in this Agreement.

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Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





9.04. Neither Party shall use the other Party's Marks, in whole or in part, as a corporate name, trade name or domain name and shall not use the other Party's Marks in combination with any other mark, design or designation except pursuant to the terms of this Agreement. Each Party shall use the other Party's Marks in the Territory strictly in compliance with all applicable legal requirements of the Territory. Each Party acknowledges and agrees that, as between the Parties, the other Party is the sole and exclusive owner of the Marks licensed by such other Party pursuant to this Section ​9 and all goodwill associated therewith. Neither Party shall do or cause to be done any act or thing that may in any way adversely affect any rights of the other Party in and to such other Party's Marks or any registrations thereof or that, directly or indirectly, may reduce the value of such Marks or detract from any Mark's reputation, including challenging the ownership, validity or enforceability of such Marks. Each Party agrees that it will display the trademark registration symbol ® or the designations SM or TM adjacent to the Marks when directed to do so by the Party owning the relevant Mark and, when circumstances reasonably permit, it will cause a notice of ownership to appear on advertisements or in store displays bearing the Marks. Each Party will take care to display the other Party's Marks in a manner that does not bring the other Party's brand into disrepute. 9.05. All goodwill associated with the use of a Party's Marks by the other Party shall inure to the sole and exclusive benefit of the Party which owns such Mark. Each Party shall execute any documents and take any actions reasonably required by the other Party to confirm such Party's ownership of all rights in and to such Party's Marks in the Territory and the respective rights of the Parties pursuant to this Agreement. 9.06. In the event that either Party learns of any infringement, imitation or counterfeiting of the other Party's Marks or Products or of any use by any person of a trademark similar to such Marks, it shall promptly notify the other Party thereof. Thereupon, the Party owning the relevant Marks, or in the case of Products, Calm, shall take such action as it deems advisable for the protection of its rights in and to its Marks and Products and, if reasonably requested to do so by such Party, the other Party shall reasonably cooperate in all respects (at the sole costs and expense of the Party owning the relevant Marks, or in the case of Products, Calm), including by choosing to be a plaintiff or co-plaintiff and/or by causing its officers to execute pleadings and other necessary documents. Any action contemplated by this Section ​9.06 shall be controlled by the Party with ownership of the relevant Marks, or in the case of Products, Calm. 9.07. Any intellectual property or moral right in any Product Collateral or other marketing materials concerning Calm or one or more Products, including patterns, sketches, logos, designs, packaging, labels, tags, advertising materials or the like (Product Collateral IP) bearing Calm's Marks shall be, as between the Parties, the sole and exclusive property of Calm, it being understood that XSPA shall retain sole and exclusive ownership of its Marks, including with respect to co-branded Product Collateral and any other co-branded marketing materials concerning Calm or one or more Products. Any co-branded Product Collateral IP shall be used solely (i) in the Stores in the Territory or (ii) in connection with digital marketing activities by Calm with respect to Calm or one or more Products, in accordance with the terms and conditions set forth in this Agreement. If any Product Collateral IP (or any aspect thereof) are not designed and/or created by Calm, such Product Collateral IP (or aspect thereof) shall be deemed works made for hire for Calm within the meaning of the U.S. Copyright Law and/or other applicable comparable laws or, if they do not so qualify, all ownership rights thereto shall be, and are hereby, assigned to Calm. XSPA shall not, directly or indirectly, do or suffer to be done any act or thing which may affect adversely any of Calm's rights in the Product Collateral IP, including filing any application in its name to record any claims to Product Collateral IP (or any aspect thereof). XSPA shall execute any documents and take any actions reasonably required by Calm to confirm Calm's ownership of all rights in and to such Product Collateral IP.

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Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





10. Agency, Indemnification and Insurance. 10.01. Calm and XSPA are each independent contractors. The Parties are not and shall not be considered as joint venturers, partners or agents of each other. Neither Party shall have the authority to bind or obligate the other Party. 10.02. XSPA hereby agrees to indemnify and hold harmless Calm and its affiliates and their respective directors, officers, employees and agents from and against any and all claims, suits, alleged regulatory violations, losses, damages and costs (including reasonable attorneys' fees) arising out of or relating to (i) any alleged action or failure to take action by XSPA in connection with the operation or maintenance of the Stores or provision of any product or service (other than the Products), including but not limited to: violations of applicable law, regulations or other rules; defects in XSPA sourced products or services provided or obtained therein; employment and labor issues with respect to XSPA employees; any product liability or personal injury claims with respect to XSPA's provision of any product or service (other than the Products); property damage; and collection, remittance or payment of any taxes, license fees or any other payment due to any party; (ii) the use of XSPA's Marks by Calm as authorized by this Agreement; and (iii) any breach of any covenant or agreement of XSPA contained in this Agreement. 10.03. Calm hereby agrees to indemnify and hold harmless XSPA and its affiliates and their respective directors, officers, employees and agents from and against any and all claims, suits, alleged regulatory violations, losses, damages and costs (including reasonable attorneys' fees) arising out of or relating to (i) any product liability or personal injury claims with respect to any Products or Product Collateral or any alleged defects in any Products or Product Collateral; (ii) any alleged action or failure to take action by Calm's employees; (iii) the use of Calm's Marks by XSPA as authorized by this Agreement; and (iv) any breach of any covenant or agreement of Calm contained in this Agreement. 10.04. In the event any claim, action, suit or proceeding (each, a Claim) is brought or made against an indemnified Party for which defense and indemnification by the indemnifying Party may be sought hereunder, the indemnified Party will promptly notify the indemnifying Party of the commencement thereof, and the indemnified Party will be entitled to reasonably participate in (but not assume) the defense thereof. Notwithstanding any other provision of this Agreement, the indemnifying Party shall not enter into any settlement of any Claim without the prior written consent of the indemnified Party, except as provided in this Section 10.04. If a firm offer is made to settle a Claim without leading to liability or the creation of a financial or other obligation on the part of the indemnified Party and provides, in customary form, for the unconditional release of each indemnified Party from all liabilities and obligations in connection with such Claim and the indemnifying Party desires to accept and agree to such offer, the indemnifying Party shall give written notice to that effect to the indemnified Party. If the indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the indemnified Party may continue to contest or defend such Claim and in such event, the maximum liability of the indemnifying Party as to such Claim shall not exceed the amount of such settlement offer. If the indemnified Party fails to consent to such firm offer and also fails to assume defense of such Claim, the indemnifying Party may settle the Claim upon the terms set forth in such firm offer to settle such Claim.

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Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





10.05. XSPA shall obtain, and thereafter maintain during the Term, the following insurance: (a) Special form property policy covering all stock on premises of the Store, including with respect to all Product Collateral; (b) Workers' Compensation Insurance in the statutorily required amount (or XSPA shall participate in the appropriate state fund if such insurance is not available or allowed), together with Employer's Liability Insurance with a limit of $1,000,000 for each accident; and (c) Commercial General Liability insurance, (including fire liability, contractual liability, personal injury, product liability and completed operations coverage) in the amount of not less than $3,000,000 combined single limit with umbrella liability coverage with a limit of not less than $10,000,000; The foregoing insurance policies shall name XSPA as the insured and Calm as additional insured (except for Workers' Compensation Insurance). If any such insurance is on a claims made basis, XSPA shall maintain coverage thereunder for a period of at least two (2) years following the termination of this Agreement. With respect to the foregoing, XSPA shall provide to Calm certificate(s) evidencing such insurance prior to or upon execution of this Agreement. The certificates shall provide that Calm will be given at least thirty (30) days prior written notice of cancellation or any material change in these policies. Calm shall have no obligation to XSPA for the costs of insurance required, or for any other coverage that XSPA obtains, directly or indirectly for its own account. In no event shall any insurer have a Best's Insurance rating of less than (A-) of class size VII. 10.06. EXCEPT WITH RESPECT TO EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (A) UNDER NO CIRCUMSTANCE AND UNDER NO LEGAL THEORY (TORT, CONTRACT, OR OTHERWISE), SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF OPPORTUNITY OR OTHER SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY ARISING IN CONNECTION WITH THIS AGREEMENT; AND (B) THE MAXIMUM LIABILITY OF EACH PARTY IN ANY WAY RELATED TO THIS AGREEMENT SHALL NOT EXCEED $2,000,000.00 (EXCLUDING ANY AMOUNTS DUE AND PAYABLE PURSUANT TO SECTION ​8 HEREUNDER).

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Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





11. Representations and Warranties. 11.01. Calm represents and warrants that: (a) it has the legal power and authority to enter into this Agreement and to grant the rights to its Marks granted hereunder, and the execution and performance of this agreement does not violate or put Calm in default of any other agreement, order or judgment by which it is bound or to which it is subject; (b) Calm's Marks do not infringe any third parties' rights and that the Marks were not misappropriated from any third party; (c) it is aware of and will comply with all federal, state and local laws and regulations governing the Products and the Product Collateral in the Territory; and (d) it is the sole and exclusive owner of Calm's Marks. 11.02. XSPA represents and warrants that: (a) it has the legal power and authority to enter into this Agreement and to grant the rights to its Marks granted hereunder, and the execution and performance of this Agreement does not violate or put XSPA in default of any other agreement, order or judgment by which it is bound or to which it is subject: and (b) it is aware of and will comply with all federal, state and local laws and regulations governing its operation of the Stores in the Territory; (c) XSPA's Marks do not infringe any third parties' rights and that the Marks were not misappropriated from any third party, and (d) it is the sole and exclusive owner of XSPA's Marks. 12. Termination. 12.01. This Agreement may be terminated by either Party, prior to its expiration, by reason of a material breach of the terms and conditions hereof; provided that the Party alleged to be in material breach shall have failed to cure such alleged material breach within thirty (30) days following the receipt of a written notice from the Party alleging the material breach which notice shall describe in reasonable detail the nature of the alleged material breach.

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Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





12.02. Calm may terminate this Agreement immediately, upon written notice, if XSPA experiences an insolvency event. 12.03. Beginning on February 28, 2019, XSPA may terminate this Agreement immediately, upon written notice, if Calm has not purchased and funded the purchase of the Second Closing Shares (as defined in the Series E Preferred Stock Purchase Agreement dated as of even date herewith by and between XSPA and Calm) by December 31, 2018. 12.04. Upon termination or expiration of this Agreement, Calm (at its sole expense) may engage a third party to audit XSPA's inventory of any and all Product Collateral then on hand at each Store and XSPA shall promptly return or dispose of such inventory as instructed by Calm at Calm's sole expense. In addition, if Calm does not provide XSPA with instructions within twenty (20) days of the termination or expiration of this Agreement, XSPA shall be permitted to dispose of any inventory of any and all Product Collateral then on hand at each Store. The Parties agree to promptly settle all accounting associated with such inventory of any and all Product Collateral then on hand at each Store upon termination or expiration of this Agreement. Except as expressly set forth herein, all of the rights granted hereunder shall automatically terminate and XSPA shall immediately cease the distribution, marketing and sale of Products and the Parties shall discontinue all use of the other Party's Marks. 12.05. The following provisions shall survive the expiration or termination of this Agreement: Sections ​ ​  ​3, ​9.07, 10, ​12 and any other provision hereunder which by its terms, may reasonably be expected to survive such expiration or termination. In addition to the foregoing, upon termination each Party shall pay to the other Party any and all amounts then owed to the other Party. 13. Arbitration. Without limiting Section ​16.08, any and all disputes or claims arising from either Party's rights or obligations under this Agreement shall be subject to arbitration. Any arbitration commenced with respect to a dispute or claim under this Agreement shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association and the Supplementary Procedures for Large, Complex Disputes then in effect (the Rules), except to the extent such rules conflict with this Section ​13. In any arbitration, New York law shall govern, except to the extent that such law conflicts with the Rules or this Section ​13. The Parties further agree that each issue submitted for arbitration be submitted to a panel of three (3) impartial arbitrators with each Party selecting one (1) arbitrator within fifteen (15) days after the commencement of the arbitration period and the two (2) selected arbitrators selecting a third arbitrator who is experienced in the commercial retail industry within thirty (30) days after the commencement of the arbitration period. Any arbitration hereunder shall commence within thirty (30) days after appointment of the third arbitrator and shall be held in New York, New York, USA. No discovery by either Party shall be permitted unless the arbitrators determine that the Party requesting such discovery has a substantial, demonstrable need. The arbitrators shall make final determinations as to any discovery disputes and all other procedural matters. If any Party fails to comply with the procedures in any arbitration in a manner deemed material by the arbitrators, then the arbitrators shall fix a reasonable time for compliance, and if the Party does not comply within such period, then a remedy deemed just by the arbitrators, including an award of default, may be imposed. The decision of the arbitrators shall be rendered no later than one hundred twenty (120) days after commencement of the arbitration period. The costs of arbitration shall be borne by the Party against whom the arbitral decision is made. Any judgment or decision rendered by the panel shall be binding upon the Parties and shall be enforceable by any court of competent jurisdiction.

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Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





14. Notice. All notices required or permitted by this Agreement shall be in writing and may be delivered in person (by hand or by messenger or courier service) or may be sent by certified mail, return receipt requested, or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission during normal business hours, and shall be deemed sufficiently given if served in a manner specified in this Section ​14 to the addresses and facsimile numbers noted below. Either Party may, by notice to the other, specify a different address for notice purposes. Any notice sent by certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmarks thereon. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given twenty-four (24) hours after delivery of the same to the United States Postal Service or courier. If any notice is transmitted by facsimile transmission or similar means, the same shall be deemed served or delivered upon telephone or facsimile confirmation of receipt of the transmission thereof, provided a copy is also delivered via delivery or mail. If notice is received after 5:00 PM, local time of the recipient, or on a Saturday or a Sunday or a legal holiday, it shall be deemed received on the next business day. Notice addresses are as follows: If to XSPA: XpresSpa Group, Inc. 780 Third Avenue, 12th Floor New York, NY 10017 Attn: Edward Jankowski, CEO Email: notices@xpresspagroup.com If to Calm: Calm.com, Inc. 140 2nd St., 3rd Floor San Francisco, CA 94105 Attn: Dun Wang Email: legal@calm.com and dun@calm.com 15. Confidentiality. Neither Party shall, directly or indirectly, without the other Party's consent, disclose to any third party (other than their respective employees or representatives) any information designated in writing as confidential by other Party (including the terms and conditions of this Agreement); provided, that the foregoing restriction shall not (a) apply to any information (i) generally available to, or known by, the public (other than as a result of disclosure in violation of this ​Section ​15) or (ii) independently developed by the receiving Party, or (b) prohibit any disclosure (i) determined in good faith by any Party to be required by any listing agreement with any applicable national or regional securities exchange or market, securities laws or any other applicable law so long as the disclosing Party has made all reasonable efforts to obtain confidential treatment of the terms of the Agreement in connection with such disclosure and, to the extent practicable and legally permissible, the receiving Party provides the disclosing Party with reasonable prior notice of such disclosure or (ii) made in connection with the enforcement of any right or remedy relating to this Agreement.

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Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





16. Miscellaneous Provisions. 16.01. This Agreement embodies and constitutes the entire understanding between the Parties with respect to subject matter hereof, and no prior agreements, understandings, representations and statements, oral or written, shall have any legal effect with respect to such subject matter. Neither this Agreement nor any provision hereof may be waived, modified, amended, discharged or terminated except by an instrument signed by the Party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought, and then only to the extent set forth in such instrument. 16.02. This Agreement shall be governed by, and construed in accordance with the law of the State of New York. In the event of any litigation, arbitration, or other proceeding by which one Party either seeks to enforce its rights under this Agreement or seeks a declaration of any rights or obligations under this Agreement, the prevailing Party shall be entitled to recover from the other Party, in addition to any other relief awarded, any and all costs and expenses incurred with respect to such litigation, arbitration or other proceeding, including without limitation, reasonable attorneys' fees, disbursements and costs, and experts' fees and costs. 16.03. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. 16.04. In the event that any one or more of the provisions of this Agreement shall be determined to be void or unenforceable by a court of competent jurisdiction, such determination will not render this Agreement invalid or unenforceable and the remaining provisions hereof shall remain in full force and effect. 16.05. Neither Party shall assign or transfer this Agreement or its rights hereunder without first obtaining the consent of the other, in writing, which consent shall not unreasonably be withheld or delayed. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns; provided, however, Calm may, without the prior written consent of XSPA, assign or otherwise transfer its rights and obligations to an affiliate of Calm or the acquirer of all or substantially all of the assets of Calm; provided, however, that the prior written consent of XSPA shall be required in connection with the assignment to an acquirer of all or substantially all of the assets of Calm if such acquirer's primary business is an airport-based provider of spa services.

16

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





16.06. For the convenience of the Parties, this Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. 16.07. No waiver by either Party, whether express or implied, of any provision hereof, or of any breach or default thereof, shall constitute a continuing waiver of such provision or of any other provision of this Agreement. Acceptance of payments by Calm shall not be deemed a waiver by Calm of any violation of or default under any of the provisions of this Agreement by XSPA. Also, if for any reason any acts or omissions by XSPA hereunder not in conformance with any of the requirements hereof are not objected to by Calm from time to time, such a failure to object shall not be deemed a waiver by Calm of any such requirement and Calm may insist upon due performance thereof by XSPA at any time. 16.08. The Parties acknowledge that irreparable injury would be caused by any breach or threatened breach by the other Party of any of the provisions of this Agreement and both Parties shall have the right to enforce the specific performance of the Agreement and to apply for injunctive relief against any act which would violate any of its provisions. [signatures on following page]

17

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. XpresSpa Group, Inc. By: /s/Edward Jankowski Name: Edward Jankowski Title: Calm.com, Inc. By: /s/ Michael Acton Smith

18

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





Exhibit A

19

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





Exhibit B

20

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





Exhibit C

21

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





Exhibit D

22

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019





Exhibit E

23

Source: XPRESSPA GROUP, INC., 10-K, 4/1/2019 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
[EX A]: 28288

[EX Q]: EXHIBIT 10.1

                    ELECTRONIC JOURNAL SOFT WARE DEVELOPMENT,                         HOSTING AND MANAGEMENT AGREEMENT

      This AGREEMENT is made the 20 March day of 1998

      BETWEEN

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

      AND

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

      WHEREAS:

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

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

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

      D. HealthGate will provide the Services.

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

      NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1.    Definitions

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

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

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

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

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

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

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

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

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





the Licence                   means the Licence granted in Clause 10

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

                                     2

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

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

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

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

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

System Completion Date        means 14 December 1998

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

Use Fees                      are the fees as set out in clause 19.4

                                       3

2.    Appointment of HealthGate

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

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

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

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

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

3.    Duration

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





      3.2.  Right of Renewal

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

4.    Development and Specification

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

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

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

                                       4

5.    Milestones and Deliverables

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

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

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

6.    Project Management

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

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

                                       5

7.    Content

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

8.    Procurement of Hardware

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





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

9.    Testing, Acceptance and Delivery

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

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

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

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

                                       6

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

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

10.   Licence

      10.1. Proprietary Software

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

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

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

      10.2. Option for Licence

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

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

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

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

                                       7





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

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

11.   Hosting

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

12.   Service Levels

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

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

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

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

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

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

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

13.   Permitted Users, Pricing and Subscription Information

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

                                       8

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

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

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

14.   Document Delivery: Fees from Sales of Articles

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

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

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





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

15.   Improvements

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

                                       9

16.   Links

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

17.   Right of Renewal

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

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

18.   Assistance upon Termination

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

                                       10

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

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

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

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

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

19.   Cost and Payment, Change Control Formula

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

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

            19.2.1.                                     On 30 January 1998                                                         $100,000





            19.2.2.                                     On 06 February 1998                                                         $150,000

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

                                       11

            19.2.4.                                     On acceptance of                                                         System launch                                                         $150,000

            19.2.5.                                     On system completion                                                         date $150,000

            19.2.6.                                     On 1 January 1999                                                         $175,000

            19.2.7.                                     On 1 April 1999                                                         $175,000

            19.2.8.                                     On 1 July 1999                                                         $175,000

            19.2.9.                                     On 1 September 1999                                                         $175,000

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

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

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

      19.5. Interest

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

                                       12

20.   Advertising

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

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

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

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

21.   Support and Enhancement

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





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

                                       13

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

22.   HealthGate Responsibilities

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

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

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

      22.4. Viruses

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

      22.5. Disabling Code

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

23.   Access to HealthGate

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

                                       14

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

      23.2. Audit Rights

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

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





      23.3. Regulatory Access (Eg HEFCE)

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

                                       15

24.   Security and Disaster Recovery

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

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

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

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

      24.5. Security for Facilities

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

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

      24.7. Disaster Recovery

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

                                       16

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

25.   Third Party Software

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

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





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

26.   Intellectual Property Rights

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

      26.2. Publishers' Content and Data

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

                                       17

27.   Warranty

      HealthGate's warranty

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

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

      27.3. Millennium Compliance

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

      Publisher's warranty

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

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

                                       18

28.   Indemnities and Liability, Limitation of Liability

      28.1. Indemnities and Liability

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





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

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

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

                                       19

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

29.   Source Code and Escrow

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

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

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

30.   Confidential Information

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

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

                                       20





31.   Data Protection

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

32.   Termination, Change of Control of HealthGate

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

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

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

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

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

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

                                       21

                  32.2.2. Change in control

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

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

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

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

33.   Rights Upon Termination

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

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

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





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

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

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

                                       22

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

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

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

34.   General

      34.1. Waiver

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

      34.2. Entire Agreement

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

                                       23

      34.3. Assignment

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

      34.4. Headings

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

      34.5. Severability

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

      34.6. Notices

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





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

      34.7. Injunctive Relief

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

                                       24

      34.8. Law

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

                                       25

Signing Provisions

SIGNED for and on behalf of the Publishers by:

/s/ Jonathan Conibear                                  /s/ Joachim Malling

in the presence of:

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

Date: 20.3.98                                          30.4.98

SIGNED for and on behalf of HealthGate by:

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

in the presence of:

/s/ Maria Pace

Date:

4.7.98

Schedules

1     Specification 2     Use Fees 3     Project Managers 4     Escrow

                                       26

                                   SCHEDULE 1

HealthGate Data Corp                              [ILLEGIBLE]

Blackwell/Munksgaard Journal Publishing

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

User Scenarios

Chapter 1





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

Blackwell/Munksgaard Journal Publishing

User Scenarios

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

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

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

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

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

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

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

Overview                                                       1

List of Scenarios                                              1

Registration                                                   3

      General Registration                                     3

      Credit Card Subscription Registration                    4

      Society Member / Institutional       Subscriber Self Registration                             4

      Purchase Order or Deposit Account       for Institutional Subscribers                            5

      Transaction Registration / Single       Document Purchase by non registered       user                                                     6

Purchases                                                      7

      Single Document Purchase       Registered User with CC Information                      7

      Single Document Purchase       Registered User without CC       Information                                              7

      Single Document Purchase       Registered User using Purchase       Order                                                    8

      Additional Subscription Purchase                         8

Linking                                                        9

      Bibliographic Linking within an Article                  9

      Related Information Links                               10

Delivery Options Other than HTML                              10

      Downloading PDF                                         10

      Fax Delivery                                            11

Subscriber Features                                           11

      User Access to their Custom Page                        11

Journal Features                                              12

      Journal Page                                            12

      Issue Listings                                          13

      Table of Contents                                       13





      Abstract                                                13

      Full Text                                               14

      Email version of Table of Contents                      14

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

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

Searching                                                     15

      Quick Search                                            15

      Searching Full Text                                     15

      Finding an Article Cited Elsewhere                      16

Customer Help                                                 16

      Forgotten Password                                      16

      Forgotten User Name and Password                        17

      Changing Password                                       17

      Changing Email Address                                  17

      Changing Credit Card Number                             18

      Changing Other Information                              18

Content Management                                            18

      Journal Setup                                           18

      Set Journal Price                                       18

      Set Document Price                                      19

      Template Submission                                     19

Content Publishing                                            19

      Issue Loading                                           19

      Issue Review                                            20

      Issue Release                                           20

Third Party Access                                            20

      General                                                 20

      Abstracts Only (Headers)                                21

      Abstracts and PDF (Headers and PDF)                     21

      Full Text Blackwell/Munksgaard DTD                      21

      Full Text in Ovid's DTD                                 21

      Delivery Options for Third Parties                      21

Reporting                                                     21

      User                                                    21

      Content                                                 22

Integration                                                   22

      HeathMill or Other Subscription       Systems to HealthGate Connection                        22

      HealthGate to HeathMill or Other       Subscription Systems                                    23

      Integration to JPMS                                     23

      Integration with Blackwell/Munksgaard       Web Site(s)                                             24

Future Items                                                  24

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

Chapter 2

      User Scenarios

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





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

General Registration

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

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

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

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

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

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

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

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

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

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

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

Credit Card Subscription Registration

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

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

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

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

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

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





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

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

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

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

Society Member / Institutional Subscriber Self Registration

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

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

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

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

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

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

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

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

            a. Exclusive online access

            b. Print subscription and optional online access

            c. Full access via both print subscription and online

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

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

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

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

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

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

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





Purchase Order or Deposit Account for Institutional Subscribers

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

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

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

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

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

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

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

Transaction Registration /Single Document Purchase by non registered user

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

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

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

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

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

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

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

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

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

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

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

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

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





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

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

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

Single Document Purchase Registered User with CC Information

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

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

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

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

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

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

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

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

Single Document Purchase Registered User without CC Information

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

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

      2.    Login. Registered users will login.

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

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

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

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

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

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

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

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





            be determined).

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

Single Document Purchase Registered User using Purchase Order

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

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

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

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

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

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

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

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

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

Additional Subscription Purchase

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

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

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

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

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

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

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

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

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

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

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





            documented, and the custom page updated.

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

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

Bibliographic Linking within an Article

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

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

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

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

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

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

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

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

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

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

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

Related Information Links

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

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

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

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

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

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

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





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

Downloading PDF

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

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

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

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

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

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

Fax Delivery

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

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

      2.    The user then supplies their fax number.

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

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

User Access to their Custom Page

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

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

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

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

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

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

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

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

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





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

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

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

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

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

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

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

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

Journal Page

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Issue Listings

      Issues will be displayed in the following manner:

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





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

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

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

Table of Contents

      Tables of Contents will be displayed in the following format:

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

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

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

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

Abstract

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

      a)    Title

      b)    Source

      c)    Author

      d)    Abstract

      e)    Address

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

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

      f)    Keywords

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

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

Full Text

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

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

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

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

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

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

Email version of Table of Contents

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





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

Text Email

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

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

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

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

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

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

HTML Email

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

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

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

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

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

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

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

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

Quick Search

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

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

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

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

Searching Full Text

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

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

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





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

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

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

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

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

            The user has the ability to save the query.

Finding an Article Cited Elsewhere

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

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

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

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

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

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

Forgotten Password

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

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

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

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

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

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

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

Forgotten User Name and Password

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

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

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

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





            address on file if there is a match.

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

Changing Password

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

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

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

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

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

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

Changing Email Address

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

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

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

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

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

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

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

Changing Credit Card Number

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

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

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

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

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

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

Changing Other Information

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

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

Journal Setup

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

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





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

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

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

Set Journal Price

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

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

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

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

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

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

Set Document Price

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

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

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

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

Template Submission

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

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

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

Issue Loading

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

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

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

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

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

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

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

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

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





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

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

Issue Review

      1.    The issue is made available on the staging server

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

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

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

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

Issue Release

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

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

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

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

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

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

General

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

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

            a. Frequency of updating abstract information,

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

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

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

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

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

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

Abstracts Only (Headers)

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

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





Abstracts and PDF (Headers and PDF)

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

Full Text Blackwell/Munksgaard DTD

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

Full Text in Ovid's DTD

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

Delivery Options for Third Parties

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

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

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

User

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

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

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

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

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

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

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

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

Content

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

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

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

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

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

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

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

HeathMill or Other Subscription Systems to HealthGate Connection





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

      o     User Information

            o     Update/Add/Delete Flag

            o     HeathMill Account Number

            o     Name (first, middle, surname)

            o     Address Information

            o     Email Address

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       22

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

      o     Contracts (Subscriptions)

            o     Account Number

            o     Group, Society, and type of membership

            o     Expiration Date

            o     Start Date

            o     Volume and Issue Start

            o     Volume and Issue End

      o     Journal List

            o     Short Code

            o     Subject Code

            o     ISSN Electronic Version

            o     ISSN Print

            o     Price Band

HealthGate to HeathMill or Other Subscription Systems

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

Integration to JPMS

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

            o     Received

            o     Loaded

            o     Staging

            o     Review Complete

            o     Live

      These messages will contain the following information:

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

            o     ISSN (both electronic and paper)

            o     Journal Short Code

            o     Volume

            o     Issue

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

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

            o     Date

            o     Scheduled Publication Date

            o     Actual Publication Date (if known)





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

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

            o     ISSN (both electronic and paper)

            o     Journal Short Code

            o     Volume

            o     Issue

            o     Article

            o     Page range

            o     Date

Integration with Blackwell/Munksgaard Web Site(s)

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

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

            o     Volume

            o     Issue

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

      The interface will be similar to the following:

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

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

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

      In the future HealthGate will provide the following features:

      o     Electronic forums at the Journal Level.

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

      o     Method of linking terms to encyclopedias.

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

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

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

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

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

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

                                   SCHEDULE 2

Use Fees

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

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

Download is defined as retrieval of a full-text article, there will be no charge for searching and browsing of tables of contents and abstracts. These usage charges will be billed on 1 January, 1 April, 1 July, 1 September and 31 December 1999, on payment terms of 60 days. 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
[EX A]:
10050