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

Q: Exhibit 6.1 DISTRIBUTOR AGREEMENT THIS DISTRIBUTOR AGREEMENT (this Agreement) is made and effective as of1 August 2019, by and between, B & C General Warehouse Corporation LLC , a USA Limited Liability Company (LLC), with an address located at 7405 SW 11th CT, North Lauderdale, FL, 33068, USA, (Company), and XXXXXXXXXXXXXXXXXXXXX (Distributor). Company Import the products from Brazil Farm origin (Arte Cafe - Prescafe Torrefacao e Comercio de Cafe, a Brazil company, with an address located at 1 Fazenda Sao Gabriel, Guaxupe, Cep 37800-000, Minas Gerais, Brazil), and sells the products listed in Section 1.c below (the Products). Distributor desires to purchase the Products from Company for resale in the territories or geographic areas as defined in Section 1.b (the Territory). Company desires to appoint Distributor as its exclusive distributor of the Products to all Clients that Distributor introduce, and upon confirmed the first order, this client come to be exclusive of Distributor, every new customer introduced by Distributor, must be approved by the company prior to any sale. After official approval from the Company, the customer introduced by Distributor, will appear on an official list in this contract, and will only be met by the Distributor and will follow the rules of this agreement. Distributor desires such appointment subject to the terms and conditions set forth in this Agreement, including any exhibits or schedules attached hereto. Now, Therefore, in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows: AGREEMENT OF THE PARTIES 1. APPOINTMENT, ACCEPTANCE & SCOPE. (a) Exclusive Appointment. Subject to the terms and conditions of this Distributor Agreement, Company hereby appoints and grants Distributor the exclusive right to sell and distribute the Products to customers that Distributor introduce and confirmed by Company, (in all territory of United State of America (USA) and to render other services as a distributor for Company as set forth herein. Distributor shall limit its activities with respect to the Products to Customers located within the Territory and refrain from selling or otherwise transferring, directly or indirectly, the Products to any person outside the Territory, without the express written consent of Company. Company shall not sell or otherwise supply, directly or indirectly, the Products to any Distributor's Customer's, except by sale through the Distributor. The Company shall not contact any of Distributor's Customer's for any reason, without the prior written approval of Distributor.

Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

(b) Territory. The rights granted Distributor hereunder are granted for the following geographical areas and markets. USA. (c) Products. The Products manufactured and sold by Company to Distributor for distribution hereunder are as follows: Arte Cafe Especial Arte Cafe Gourmet Arte Cafe Laurina Arte Cafe Organico And all another new brand and or kind of coffee. (d) Subagents. Distributor may appoint, with prior approval of the Company, sub-agents, sub-distributors, sub-representatives or other persons to act on Distributor's behalf or to otherwise perform any of Distributor's obligations under this Agreement within the Territory; provided that (i) any compensation to such sub-agent, sub-distributor, sub-representative or other person to act on Distributor's behalf or to otherwise perform any of Distributor's obligations shall be solely Distributor's responsibility, and (ii) such appointment does not deprive Company of the essential rights to which it is entitled under this Agreement. Any agreement with such sub-agent, sub-distributor, sub-representative or other person shall not extend beyond the term of this Agreement.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

(e) Relationship of Parties. Distributor is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venture or partner of Company for any purpose. Distributor acknowledges that Company has not granted it any authority to make changes to Company's terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Company or bind Company in any transaction with customers, governmental agencies or third parties. 2. ORDERS, PRICE, TERMS OF SALE & PAYMENT. (a) Communications Pursuant to this Distributor Agreement and Orders. Orders shall be made with Company. Company understands that its timely acceptance of orders from Distributor hereunder is an important element of this Agreement. Company shall have Seven (7) business days after its receipt to accept (or reject for a legitimate business reason) any order submitted by Distributor. All the negotiations between Company and Distributor will be by INCOTERMS Ex-works, in origin farm, in Brazil. So will must be respected the Transite Time to destiny delivery. Should Company fail to timely accept or reject an order from Distributor in accordance with this Section, such order shall be deemed accepted and shall become binding on Company. All orders shall be fulfilled by Company within Seven (7) business days of order acceptance. (b) Prices and Shipment. Company agrees to sell, and Distributor agrees to purchase, the Products in accordance with the Prices and Volume Discount Prices set forth in Schedule A. Such Prices and Volume Discount Prices shall only be subject to increase once per year on each anniversary date of this Agreement, provided (i) Company provides Distributor with at least Ninety (90) days prior written notice of any such increase, and (ii) such increase does not exceed 5% of the preceding year's Prices, except for reasons of force majeure, (Chapter 10), and Volume Discount Prices nor the lowest price charged to others for the same Product. Any such change shall not apply for any order(s) accepted prior to the effective date of the increase.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

(c) Company shall package the Products for shipment in accordance with Distributor's instructions. All shipments of Products for Customers in the Territory, and any freight and shipping costs related thereto, will be Distributor's responsibility. All shipments will be prepared and shipped from Company's facility. Distributor will promptly inspect the Products upon receipt at Distributor's facility to determine whether any Products included in the shipment are in short supply, defective, or otherwise not in conformance with this Agreement. Within Seven (7) days of receipt of such Products, Distributor will notify Company of any shortages, defects, non-conformance, and Company will promptly replace such Products free of charge. Title to the Products shall pass to Distributor upon delivery. (d) Terms of Sale. All sales by Company shall be in accordance with the terms and conditions of this Agreement. (e) Payment. Upon Customer's acceptance of any order, Distributor shall submit to Customer via wire transfer at least Twenty-Five Percent (25%) of the total order price. Distributor shall submit to Customer via wire transfer the remaining balance upon receipt Packing List and Bill of landing documents, from origin in Brazil Farm. (f) Resale of the Products. Distributor shall be free to resell the Products for such prices and upon such terms and conditions as Distributor may see fit in its sole discretion. Company shall have no control over or any liability in connection with the price at which Distributor resells the Products, and Distributor shall hold Company harmless and indemnify and defend Company from and against any liability resulting therefrom. 3. REPRESENTATIONS. The Distributor and Company, as applicable, make the following representations, warranties and covenants: (a) Distributor is a company duly organized, validly existing and in good standing in the United States of America (USA) , is qualified to do business and in good standing in each jurisdiction located within the Territory and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products and provision of any services hereunder.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

(b) Company is a corporation, duly organized, validly existing and in good standing in the State of Florida, and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products. (c) Company warrants and represents that the Products will be free from defects in design, materials and workmanship and conform with any specifications provided. (d) Company has all rights, power, and authority to enter into this Agreement. (e) Company's execution of this Distributor Agreement, and Company's performance of its obligations and duties hereunder, do not and will not violate any agreement to which Company is a party or by which it is otherwise bound, and (f) Neither Party is subject to any pending or threatened litigation or governmental action that could interfere with its performance of this Agreement. (g) This Agreement is the binding legal obligation of each Party and is enforceable in accordance with its terms. 4. RESPONSIBILITIES OF DISTRIBUTOR. Distributor agrees that it will diligently perform the services and obligations detailed in this Agreement. The operations of Distributor are under its sole and exclusive control, including without limitation supervision of, and liability for expenses incurred with respect to, employees. The Distributor will use best reasonable efforts to distribute the Products in the Territory. 5. RESPONSIBILITIES OF COMPANY. In addition to any other responsibilities stated in this Agreement, Company will: (a) Provide, at Distributor's reasonable request and without charge, up to 10 hours of training with regard to any characteristics of the Products that Distributor deems reasonably necessary for Distributor and its employees and agents to fulfill the purposes of Distributor's appointment,

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

(b) provide to Distributor, without charge, reasonable quantities of promotional literature, brochures and commercial and technical information regarding the Products; (c) provide sales support and technical training to Distributor and its personnel as deemed reasonably appropriate by Company. 6. CONFIDENTIAL & PROPRIETARY INFORMATION. (a) As used herein, the term Proprietary Information means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the Disclosing Party) to the other (the Recipient Party) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. (b) Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties. (c) In no event will the Recipient Party divulge, in whole or in part, such information to any third party without the prior written consent of the Disclosing Party; provided, further, that any third party must also agree in writing to restrictions comparable to those provided in this Section 6. The Recipient Party may disclose the Proprietary Information to the extent required by a valid order by a court or other governmental body or by applicable law; provided, however, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a reasonable opportunity to object to such disclosure.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

(d) Notwithstanding any other provisions of this Agreement, each party acknowledges that Proprietary Information shall not include any information that: (i) is already known to the Recipient Party at the time of disclosure, or becomes publicly known through no wrongful act of the Recipient Party's part; (ii) is rightfully received by the Recipient Party from a third party without breach of this Agreement; (iii) is independently developed by the Recipient Party without benefit of information received under this Agreement; (iv) is furnished to a third party by the Disclosing Party without a restriction on the third party's right to disclose it; or (v) is explicitly approved for release by written authorization by the Disclosing Party. (e) It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to return all Proprietary Information in its possession. (f) The Recipient Party acknowledges that the Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to compensate the Disclosing Party for such a breach. The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party. (g) The obligations of the Recipient Party under this Section 6 shall survive termination or nonrenewal of this Agreement for a period of thee (3) years. For the avoidance of doubt, the customer and sub-distributor lists of Distributor shall be deemed to constitute Proprietary Information under this agreement.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

7. DURATION & TERMINATION. (a) Effective Date and Duration. This Agreement shall become effective on the date first written above and shall continue in effect for a period of Three (3) years. (b) Distributor Option to Renew. Distributor shall have the option to renew this Agreement for an additional Three (3) year period by providing prior written notice to Company within Ninety (90) days of the end of the initial period of this Agreement. (c) Termination. Either Party may terminate this Agreement prior to its expiration upon the occurrence of either of the following: (i) the other Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, makes an assignment for the benefit of creditors or becomes nationalized or has any of its material assets confiscated or expropriated; or (ii) the other Party (in this case, the breaching Party) fails to perform any of its obligations hereunder and fails to correct such failure within Ninety (90) calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party. 8. RIGHTS OF PARTIES AT TERMINATION. (a) Obligations After Termination. In the event that this Agreement is terminated or expires on its own terms, Company shall have no further responsibilities to Distributor except that in the event the Agreement terminates for any reason other than a breach hereof by Distributor, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration or within Ninety (90) days thereafter. (b) Survival. Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on, or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

9. INDEMNIFICATION & LIMITATION OF LIABILITY. (a) Indemnification. Each Party (Indemnifying Party) shall indemnify, hold harmless and defend the other Party (Indemnified Party) and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement, including without limitation (i) any negligent or tortious conduct, (ii) any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in this Agreement, (iii) any violation of applicable laws or regulations, (iv) infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and (v) any breach of any express or implied warranties relating to the Products, including implied warranties of merchantability and fitness for a particular purpose. (b) Limitation of Liability.IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS. 10. FORCE MAJEURE. Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products manufactured by Company which exceeds Company's ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, world financial crisis, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

11. TRADEMARKS. Distributor shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing. Distributor will not institute any proceedings with respect to the trademarks of Company either in Distributor's own name or on behalf of Company without express written permission of Company. Distributor shall assign to Company, without charge, any rights in the trademarks of Company that may inure to the benefit of Distributor pursuant to this Agreement or otherwise. Distributor shall execute any documents or do any acts that may be required to accomplish the intent of this Section. 12. GENERAL PROVISIONS. (a) Amendments. This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing. (b) Governing Law. This Agreement is a contract under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the substantive laws of the State of Florida, without regard to its principles of conflicts of laws provisions. (c) Disputes. The Parties shall seek to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation, any dispute regarding the enforceability of any provision, through good faith negotiations between them within Thirty (30) days of any notice of dispute being served or such longer period of time as may be mutually agreed between the Parties. If the Parties are unable to resolve the dispute within this timeframe, and one or both parties one or both parties desire to pursue the dispute, the complaining party must submit the dispute to binding arbitration in accordance with the rules and regulations of the American Arbitration Association. The Parties will share equally the cost of arbitrating such dispute. The arbitrator(s) shall not be empowered to award punitive or other damages in excess of compensatory damages, and both parties irrevocably waive the right to any such damages. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction over the dispute. In the event that the parties cannot agree upon an arbitrator within a Thirty (30) day period, each party shall designate an arbitrator and those two arbitrators shall choose a third arbitrator, with that third arbitrator serving as the sole arbitrator of the dispute.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

(d) Assignment. Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party. (e) Counterparts; Email Execution. This Agreement may be executed in any number of counterparts, and by each of the Parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by email shall be equally as effective as delivery of a manually executed counterpart of this Agreement. Any Party delivering an executed counterpart of this Agreement by email shall also deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability or binding effect of this Agreement. (f) Cumulative Remedies. The rights and remedies of the Parties hereunder are cumulative and not exclusive of any rights or remedies which the Parties would otherwise have. No single or partial exercise of any such right or remedy by a Party, and no discontinuance of steps to enforce any such right or remedy, shall preclude any further exercise thereof or of any other right or remedy of such Party. (g) Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions. (h) Exhibits and Schedules.The exhibits or schedules attached hereto are an integral part hereof and all references herein to this Agreement shall include such exhibits and schedules.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

(i) Notices. Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (i) shall be in writing; (ii)) shall be sent by email, certified or registered U.S. mail, or reliable express delivery service (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate address(es) or number(s) set forth below; and (iii) shall be deemed to have been given on the date of receipt by the addressee, as evidenced by (A) a receipt executed by the addressee (or a responsible person in his or her office), the records of the Person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, U.S. mail or express delivery service, or (B) a receipt generated by the sender's email showing that such communication was sent to the appropriate number on a specified date, if sent by email. All such communications shall be sent to the addresses for each Party as first set forth above, or to such other addresses or numbers as any Party may inform the others by giving Seven (7) days prior notice. (j) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. (k) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

IN WITNESS WHEREOF, this Agreement was signed by the Parties under the hands of their duly authorised officers and made effective as of the date first written above. Luiz Augusto Matavelli Bacetti B & C General Warehouse Corporation LLC Date: 04th, August, 2019. xxxxxxxx xxxxxxxx Date:

Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

SCHEDULE A PRICES AND DISCOUNT VOLUME PRICES Subject to Company's right to increase the price only once per year per the terms and restrictions contained in the Agreement, and Company's right to decrease the price at any time upon notice, the Products shall be sold by Company to Distributor at the following Prices and Volume Discount Prices. Prices are in US Dollars. $9 (US) per kilogram Ex-work Incoterms. (Brazil Farm). Distributor will be appropriately credited should Distributor make payment related to an order and later determine that it had achieved a greater discount per the above.

Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019

A: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty's ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
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Q: EXHIBIT 10.14

ENDORSEMENT AGREEMENT

THIS ENDORSEMENT AGREEMENT (this Agreement), made and entered into as of May 31, 1999, by and between FAMOUS FIXINS, INC., 250 West 57th Street, Suite 2501, New York, New York 10107 (Company) and PEY DIRT, INC. (Pey Dirt).

WITNESSETH

WHEREAS, Company desires to obtain the right to use the name, likeness and endorsement of Peyton Manning (hereinafter called Manning) in connection with the advertisement, promotion and sale of Company's Products (hereinafter defined); and

WHEREAS, Manning has granted such rights to Pey Dirt together with the right to sublicense such rights.

NOW, THEREFORE, for and in consideration of the premises and of the mutual promises and conditions herein contained, the parties do hereby agree as follows:

1. Definitions. As used herein, the following terms shall be defined as set forth below:

(a) Contract Period shall mean that period of time commencing as of May 31, 1999 and concluding May 31, 2000.

(b) Contract Territory shall mean the states of Indianapolis and Tennessee and Company's e-commerce site.

(c) Contract Year Quarter shall mean each 3 consecutive month period occurring during any Contract Year (Contract Year meaning any twelve month period herein commencing as of June 1) (so that, by way of example, the first Contract Year Quarter of the first Contract Year commences as of June 1, 1999, the second commences on September 1, 1999, etc.).

(d) Endorsed Products shall mean all Products of Company which have the Manning Identification (defined below) highlighted as a part thereof (in the Products' name or otherwise) or which are shipped in containers or packages bearing the Manning Identification.

(e) Manning Identification shall mean any words or symbols or photographic or graphic representations or combinations thereof which identify Manning such as, for example, the name and likeness of Manning.

(f) Premium Program shall mean any traffic builder, third party tie-in program or other program involving the use of a premium and shall include any program primarily designed to attract the consumer to purchase a product or service other than Endorsed Products themselves.

(g) Products shall mean cold breakfast cereals.

2. Grant of Endorsement Rights. (a) Pey Dirt grants to Company the exclusive right and license to use Manning Identification within the Contract Territory during the Contract Period in connection with the advertisement and promotion by Company of Products in television, radio, print and point of purchase. Pey Dirt also grants to Company, subject to all of the terms and conditions herein, the non-exclusive right to use the Manning Identification in connection with certain merchandise that may be featured on the back panel of the Endorsed Products packaging, said merchandise to be subject to Pey Dirt's sole and exclusive discretion and approval. Notwithstanding anything herein to the contrary, it is specifically agreed that the Manning Identification cannot be used, in whole or in part, in connection with (i) Premium Programs and/or (ii) any multi-media use except for Company's e- commerce site. Pey Dirt expressly agrees that the right to use Manning Identification will not be granted to anyone other than Company for use within the Contract Territory during the Contract Period in connection with the advertisement, promotion and sale of Products. Anything herein to the contrary notwithstanding, Company shall not have the right to distribute photographs of Manning which are larger than 5 x 7.

(b) Company agrees that during the Contract Period it will use its best efforts actively and aggressively to (i) promote the sale of all Endorsed Products in the Contract Territory, and (ii) prevent the sale of any Endorsed Products outside the Contract Territory. Failure of Company to comply with the provisions of this Section 2(b) shall entitle Pey Dirt to revoke this license immediately (notwithstanding any other provision in this Agreement to the contrary).

(c) Pey Dirt has the right to terminate this Agreement immediately if Company's Endorsed Products are not being distributed in the Contract Territory to a significant number of stores by October 1, 1999.

3. Approvals. Company agrees that no use whatsoever of Manning Identification nor any item used in connection with Manning Identification (including, without limitation, advertising) will be made hereunder unless

and until the same has been approved by Pey Dirt. Pey Dirt agrees that any material, advertising or otherwise, submitted for approval as provided herein may be deemed by Company to have been approved hereunder if the same is not disapproved in writing within fourteen (14) days after receipt thereof. Pey Dirt agrees that any material submitted hereunder will not be unreasonably disapproved and, if it is disapproved, that Company will be advised of the specific grounds therefor. Company agrees to protect, indemnify and save harmless Pey Dirt and Manning, or either of them, from and against any and

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all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with, any advertising material furnished by, or on behalf of, Company.

4. Remuneration. (a) Within thirty (30) days following the conclusion of each Contract Year Quarter, Company shall deliver to Pey Dirt an itemized statement setting forth the total shipments of Endorsed Products during said Contract Year Quarter and, at the same time, shall pay to Pey Dirt a royalty with respect to such shipments as hereinafter provided. Such royalties shall be based upon the actual invoice price of such shipments, exclusive only of shipping charges and sales taxes, and shall be at the rate of 8.5% of the total of said invoice prices with a minimum invoice price of $2.50 per box.

(b) In addition to the royalty payments set forth above, Company agrees to grant Pey Dirt an option to purchase an aggregate of 50,000 shares of Company's publicly traded and registered stock (the Shares) at an exercise price of $0.15 per share (the Option), which Option shall vest and become unrestricted when the SEC declares Company's registration statement effective (anticipated to be no later than November 30, 1999) and shall be exercisable until June 30, 2004. As further inducement to Pey Dirt to enter into this Agreement, Company and Pey Dirt will enter into that certain Option Agreement dated as of the date of this Agreement, which shall govern all aspects of the Option.

(c) Further, Pey Dirt will be entitled to fifty percent (50%) of all gross profits (i.e., gross revenues less only Company's actual out-of-pocket costs of obtaining the raw merchandise) generated from merchandise related to the Endorsed Products and/or the Manning Identification, said merchandise to be advertised exclusively on the back panel of each box of Endorsed Products. Except for the advertising of merchandise related to the Endorsed Products and/or the Manning Identification, no other use of the back panel of each box of Endorsed Products is permitted without Pey Dirt's prior written consent. It is agreed that all such merchandise must be mutually approved in all respects by the parties hereto, including, without limitation, the style, design and cost thereof.

(d) In addition to and separate from any other remuneration hereunder, if Company uses any performance or service of Manning hereunder in any way that is subject to the jurisdiction of any applicable artists' union, guild or other organization (including, without limitation, SAG and AFTRA), either during or after the Contract Period, Company shall pay directly to such organization all minimum payments or fees (for benefit plans or otherwise) required to be made with respect to Manning's performance or services.

(e) If, at any time during the Contract Period, Company shall enter into any agreement (the terms of what are significantly the same as the terms hereof) in connection with the production and sale of Company's products using the name, likeness, photographic representation or signature of any other National Football League quarterback (active or retired), which agreement provides for the payment to such individual of remuneration in excess of that set forth herein, then Company agrees it will immediately so notify Pey Dirt

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and, at the same time, shall, retroactive to the effective date of such other agreement, increase the rate of remuneration paid to Pey Dirt hereunder up to the highest then-current rate paid by Company to any such National Football League quarterback (active or retired) for a regional endorsement deal.

5. Notices and Submissions. Pey Dirt hereby designates International Merchandising Corporation, IMG Center, Suite 100, 1360 East 9th Street, Cleveland, Ohio 44114, Attn.: Peter Johnson, as Pey Dirt's authorized agent for all purposes hereunder. All notices, submissions and/or requests for approval to be made, obtained or delivered by Company to Pey Dirt pursuant to this Agreement shall be delivered to said address free of all charges such as, for example, shipping charges and customs charges. In the event that any such charges are paid by Pey Dirt or by Pey Dirt's authorized agent, Company agrees to make prompt reimbursement.

6. Payments; Books and Records. (a) Pey Dirt may elect to have

payments made by check, wire transfer or bank transfer. Unless such election has been made in writing, all payments shall be made by check drawn to the order of Pey Dirt, Inc. and delivered to IMG, Suite 100, 1360 East 9th Street, Cleveland, Ohio 44114, Attn.: Peter Johnson. Past due payments hereunder shall bear interest at the rate of (i) one and one-half percent (1-1/2%) per month, or (ii) the maximum interest rate permissible under law, whichever is less.

(b) Company agrees that it will keep accurate and complete records and books of account showing all Endorsed Products shipped by it and the price thereof. Pey Dirt, or its representatives, shall, upon two weeks' written notice, have the right at all reasonable times (prior to the expiration of two (2) years after the termination of the Contract Period) to inspect and make copies of the books and records of Company insofar as they shall relate to the computation of royalties to be paid to Pey Dirt hereunder and the shipment of Endorsed Products pursuant to this Agreement. In the event that any such inspections show an underreporting and underpayment in excess of five percent (5%) for any twelve (12) month period, then Company shall pay the cost of such examination.

7. Labels/Packaging. (a) It is understood that each of the Endorsed Products shipped by Company or its container or the packaging therefor shall have affixed thereto a label or other permanent identification which includes Manning Identification.

(b) It is hereby agreed that the back panel of the Endorsed Products' packaging will feature ad copy or offers as determined by Pey Dirt and its agent, subject to Company's right to reasonably reject such materials only if such materials are clearly offensive to a majority of the populace. Any and all revenues generated by such ad copy or offers shall be disbursed in accordance with Section 4(c) above. Further, the side panel of the Endorsed Products packaging shall feature a charity or other entity of Manning's sole choice. All packaging costs shall be Company's sole responsibility.

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8. Trademarks. Should Company, at any time or times during the Contract Period, desire to register a trademark or trademarks which include Manning Identification, or which relate in any manner to Manning, and/or to register Company as a user thereof, Pey Dirt shall execute any and all documents which the parties reasonably believe to be necessary or desirable for registration or protection of such trademark or trademarks in the name of Manning. All costs related to any such trademarks shall be borne by Company, and ownership of any such trademarks shall rest solely in the name of Pey Dirt or its designee. Upon registration of any such trademark, Pey Dirt shall grant to Company a license for the use of such registered trademark on or in connection with the advertisement, promotion and sale of Endorsed Products, which license shall be coextensive and coterminous with the rights granted thereunder with respect to Manning Identification and shall require no increase in the payments set forth but shall contain such additional provisions as Pey Dirt reasonably believes are necessary for the protection of such trademark registered in the name of Manning or Pey Dirt. Company agrees that it will not file, during the Contract Period or thereafter, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of Manning Identification or any mark, design or logo intended to make reference to Manning or to identify products endorsed by Manning. In the event that, prior to the Contract Period, Company has filed one or more applications for registration of any such trademark, or otherwise has obtained any rights to such trademark, Company agrees to cause such applications and/or trademarks to be assigned and transferred to Pey Dirt forthwith.

9. Products for the Use of Pey Dirt. During the Contract Period, Company shall supply Pey Dirt and/or its agent with such amounts of Endorsed Products as Pey Dirt and/or its agent may reasonably request. Company agrees to pay all charges in connection with the delivery of Endorsed Products to Pey Dirt and/or Pey Dirt's agent, including shipping charges, air freight charges and customs charges. Company agrees to reimburse Pey Dirt's authorized agent for all such expenses incurred by it in connection with the transfer of Endorsed Products to Pey Dirt and/or Pey Dirt's agent.

10. Services of Manning. If Company desires to utilize the services of Manning as a model in connection with photographs or drawings for advertising or for personal appearances, Pey Dirt agrees, at the reasonable request of Company and upon adequate notice, to provide the services of Manning at a time and place reasonably convenient to the schedule of Manning. Company agrees that it will reimburse Pey Dirt for reasonable travel (including first class air fare), lodging, ground transportation and meal expenses incurred by Manning and one traveling companion designated by Manning. Company further agrees it will reimburse Pey Dirt's authorized agent for reasonable travel (including air fare), lodging and meal expenses incurred in providing one representative to accompany Manning. Company understands that if services are requested hereunder, such services may be coordinated with similar services for others entitled to the use of Manning Identification in other connections. Company further understands that such services may be required not more than once during the Contract Period for up to one (1) hour. In the event that Company elects to use the services of Manning in connection with television

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advertising, Company shall make all required union scale and union pension and welfare payments. Company further understands that failure to utilize services of Manning pursuant to this section shall not result in any reduction in payments to Pey Dirt hereunder, nor may the obligation to provide services be carried past the Contract Period. The obligations of Pey Dirt to provide the services of Manning hereunder are subject to the condition that payments to Pey Dirt are current and up to date.

11. Force Majeure. If, at any time during this Agreement, Pey Dirt or Manning is prevented from or hampered or interrupted or interfered with in any manner whatever in fully performing its/his duties hereunder, by reason of any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative, executive or judicial (whether or not valid), act of God, earthquake, fire, flood, epidemic, accident, explosion, casualty, lockout, boycott, strike, labor controversy (including but not limited to threat of lockout, boycott or strike), riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), invasion, occupation, intervention of military forces, act of public enemy, embargo, delay of a common carrier, inability without default on Company's part to obtain sufficient material, labor, transportation, power or other essential commodity required in the conduct of its business; or by reason of any cause beyond his reasonable control; or by reason of any other cause of any similar nature (all of the foregoing being herein referred to as an event of force majeure), then Pey Dirt's/Manning's obligations hereunder shall be suspended as often as any such event of force majeure occurs and during such periods of time as such events of force majeure exist and such non-performance shall not be deemed to be a breach of this Agreement.

12. Default. (a) If either party at any time during the Contract Period shall (i) fail to make any payment of any sum of money herein specified to be made, or (ii) fail to observe or perform any of the covenants, agreements or obligations hereunder (other than the payment of money), the non-defaulting party may terminate this Agreement as follows: as to subparagraph (i) if such payment is not made within ten (10) days after the defaulting party shall have received written notice of such failure to make payment, or as to subparagraph (ii) if such default is not cured within thirty (30) days after the defaulting party shall have received written notice specifying in reasonable detail the nature of such default. In order to be a sufficient notice hereunder, any such written notice shall specify in detail each item of default and shall specify the provision of this Agreement which applies to each item of default, and shall specify in detail the action the defaulting party must take in order to cure each such item of default. The termination rights set forth in this section shall not constitute the exclusive remedy of the nondefaulting party hereunder, however, and if default is made by either party hereunder, the other may resort to such other remedies as said party would have been entitled to if this section had been omitted from this Agreement. Termination under the provisions of this section shall be without prejudice to any rights or claims which the terminating party may otherwise have against the defaulting party.

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(b) Notwithstanding anything herein to the contrary, the cure periods set forth in subparagraphs (a)(i) and (a)(ii) above only apply to Company's first default under this Agreement. Accordingly, Pey Dirt may, after Company's first default has occurred under either subparagraph (a)(i) or subparagraph (a)(ii) above and has been cured, thereafter immediately terminate this Agreement upon any further defaults by Company hereunder without providing Company an opportunity to cure any additional defaults.

13. Termination. From and after the termination of the Contract Period all of the rights of Company to the use of Manning Identification shall cease absolutely and Company shall not thereafter use or refer to Manning Identification in advertising or promotion in any manner whatsoever, it being understood by Company that Manning Identification may be used at any time by others in connection with the advertisement and promotion of Products the shipment of which is completed after the termination of the Contract Period. It is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of Manning Identification.

14. Inventory of Endorsed Products on Termination/Expiration. Any Endorsed Products that may have been manufactured by or for Company prior to the termination or expiration of the Contract Period may be sold by Company during the ninety (90) day period next following the date of termination or expiration; provided, however, that Company shall have no such rights unless (a) Company is not in default of any of its obligations hereunder on the date of termination or expiration, (b) within fifteen (15) days after the date of termination or expiration, Company shall furnish to Pey Dirt a written statement of the number and description of Endorsed Products actually in stock on the date of termination or expiration, (c) the quantity of Endorsed Products in stock on the date of termination or expiration is not in excess of a reasonable inventory based upon Company's selling requirements of Endorsed Products during the Contract Period, (d) Company shall continue to pay to Pey Dirt with respect to such sales a royalty at the rates specified herein, and (e) royalties payable pursuant to this section shall be paid within thirty (30) days following the end of each calendar month with respect

to shipments made during such month.

15. Collegiate/National Football League Trademarks. Nothing contained herein shall be construed to convey to Company any rights to use the trademarks, logos or uniform of the University of Tennessee, the Indianapolis Colts, the National Football League or any other professional or amateur football association (including any member clubs or teams of such association) in conjunction with the rights granted hereunder. All rights to the use of such trademarks, logos or team identification must be acquired from the University of Tennessee, the Indianapolis Colts, the National Football League, or any other appropriate rights holder.

16. Indemnity. Company agrees to protect, indemnify and save harmless Pey Dirt, Pey Dirt's agent and Manning, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorneys' fees,

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arising out of, or in any way connected with, this Agreement, Company's default hereunder, the negligence, actions, errors or omissions of Company or any claim or action for personal injury, death or otherwise involving alleged defects in Company's Products, provided that Company shall be given notice of any such action or claim. Company agrees to provide and maintain, at its own expense, general liability insurance and product liability insurance with limits no less than $3,000,000 and within thirty (30) days from the date hereof, Company will submit to Pey Dirt a fully paid policy or certificate of insurance naming Pey Dirt, Pey Dirt's agent and Manning as additional insured parties, requiring that the insurer shall not terminate or materially modify such without written notice to Pey Dirt at least twenty (20) days in advance thereof.

17. Waiver. The failure of either party at any time or times to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and each may at any time demand strict and complete performance by the other of said terms, covenants and conditions.

18. Bankruptcy. If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a Receiver, Assignee or Trustee, whether by voluntary act of Company r otherwise, the Contract Period shall, at the option of Pey Dirt, immediately terminate.

19. Assignment. This Agreement shall bind and inure to the benefit of Pey Dirt and the successors and assigns of Pey Dirt. Nothing herein shall prevent Pey Dirt from assigning the monetary benefits of this Agreement as it may so desire. Further, inasmuch as it is recognized that Pey Dirt is the representative of Manning, Pey Dirt may at any time assign this Agreement to Manning and, in such event, Pey Dirt shall have no further obligation or liability in connection herewith and Pey Dirt's position vis-a-vis Company in connection herewith shall be in all respects the same as if Pey Dirt had signed this Agreement as agent rather than as principal from the beginning. The rights granted Company hereunder shall be used only by it and shall not, without the prior written consent of Pey Dirt, be transferred or assigned to any other. In the event of the merger or consolidation of Company with any other entity, Pey Dirt shall have the right to terminate the Contract Period by so notifying Company in writing on or before sixty (60) days after Pey Dirt has received notice of such merger or consolidation.

20. Arbitration. In the event a dispute arises under this agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration shall take place at the office of the American Arbitration Association located in Nashville, Tennessee. Each party is entitled to depose one (1) fact witness and any expert witness designated by the other party, and to conduct such other discovery as the arbitrator deems appropriate. The award or decision rendered by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court.

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21. Significance of Headings. Section headings contained herein are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the construction of this Agreement, it is to be construed as though such section headings had been omitted.

22. Entire Agreement. This writing constitutes the entire agreement between the parties hereto and may not be changed or modified except by a writing signed by the party or parties to be charged thereby.

23. Governing Law. This Agreement shall be governed and construed according to the law of Tennessee.

24. Reservation of Rights. All rights not herein specifically

granted to Company shall remain the property of Pey Dirt to be used in any manner Pey Dirt deems appropriate. Company understands that Pey Dirt has reserved to itself the right to authorize others to use Pey Dirt Identification within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves.

25. No Joint Venture. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Turn 2 and Company. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third person.

26. Authorization. The execution, delivery and performance of this Agreement by Company and by Pey Dirt has been duly authorized and approved by the Board of Directors of Company and by the Board of Directors of Pey Dirt and constitutes a valid and binding obligation of Company and of Pey Dirt enforceable in accordance with its terms.

27. Execution and Delivery . This instrument shall not be considered to be an agreement or contract nor shall it create any obligation whatsoever on the part of Pey Dirt and Company, or either of them, unless and until it has been personally signed by a representative of Pey Dirt and by a representative of Company and delivery has been made of a fully signed original. Acceptance of the offer made herein is expressly limited to the terms of the offer.

28. Liability. In no event (including, but not limited to, Manning's or Pey Dirt's default hereunder) shall Manning or Pey Dirt be liable to Company (or any entity claiming through Company) for any amount in excess of the amounts of royalties actually received by Pey Dirt hereunder, excluding the reimbursement of expenses. Under no circumstances will Manning or Pey Dirt, on the one hand, or Company, on the other hand, be liable to the other or any other entity for any special, consequential, indirect, exemplary and/or punitive damages, or for loss of good will or business profits.

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IN WITNESS WHEREOF, the par-ties hereto have caused this Agreement to be executed as of the date first above written.

FAMOUS FIXINS, INC. PEY DIRT, INC.

By: /s/ Jason Bauer By: /s/ Peyton Manning --------------------- ------------------------ Jason Bauer Peyton Manning President President

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A: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
****
Q: 1 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

Exhibit 10.2

E-CENTIVES - EXCITE@HOME CO-BRANDING AGREEMENT

This agreement (Agreement) is entered into as of the 16th day of February, 2000 (Effective Date), by and between the At Home Corporation (Excite@Home or Excite), located at 450 Broadway, Redwood City, California 94063, and e-centives, Inc., (Application Provider or e-centives), a Delaware corporation, located at 6903 Rockledge Drive, Suite 1200, Bethesda, MD 20817.

RECITALS

A. Excite@Home provides the @Home Service, maintains sites on the Internet, including http://www.excite.com, and owns and/or manages or labels related Web sites worldwide (collectively, the Excite Network) which, among other things, allow its users to search for and access content and other sites on the Internet.

B. Excite@Home also maintains and/or manages certain Web pages which may be delivered to users worldwide via email, desktop channels or Internet push technologies (collectively, Broadcast Pages) and which may incorporate content supplied to Excite@Home by third parties for the purpose of providing value to Excite@Home users and providing access to the content, products and/or services of such third parties.

C. Application Provider owns or has the right to distribute certain content consisting principally of coupons and offers for products and services, and maintains a related site on the Internet at http://www.ecentives.com (the Application Provider Site).

D. Excite@Home and Application Provider wish to distribute Application Provider's content through the Excite Network and/or Broadcast Pages, establish and maintain related co-branded pages on the Application Provider Site, establish links between the Excite Network and the co-branded pages on the Application Provider Site, and promote the Application Provider on the Excite Network.

Therefore, the parties agree as follows:

1. DEFINITIONS

a) Co-Branded Application shall mean an Internet application designed, hosted, and managed by Application Provider whose purpose is to allow for the customer-specific selection, provision, and dissemination of offers (both targeted and untargeted, as hereinafter defined in EXHIBIT A) and coupons for products and services offered by Application Provider's merchant partners.

b) Excite Content shall mean all content, information and functionality provided by Excite to e-centives, including but not limited to, links to

1

2 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

Community Products, Excite controlled advertising and Excite sourced offers, as further defined herein.

c) e-centives Content shall mean all content, information and functionality provided by e-centives through the Co-Branded Application, including but not limited to, e-centives controlled advertising and e-centives sourced offers, as further defined herein.

d) User(s) shall mean an end-user customer of the Excite@Home Network of web-sites and services.

e) Excite@Home Member(s) shall mean a User who has registered as a member of the Excite@Home Network, regardless of that User's stated preference regarding allowing their registration information to be shared with third parties.

f) Program Member(s) shall mean an Excite@Home Member who has:

Source: INVENDA CORP, S-1/A, 8/28/2000

i) Been provided access to the Co-Branded Application, and

ii) Has opted-in to allow all his or her registration information to be shared with Application Provider and/or unspecified third parties.

iii) Each Program Member shall be further classified into one of two mutually exclusive categories, General Program Member or Qualified Program Member, as defined below:

(1) General Program Member(s) shall mean a Program Member who has not provided Shopping Category Data about him or herself, as defined below, and whose URS Data has been provided to e-centives no later than 5 days after the original date the User became an Excite@Home Member.

(2) Qualified Program Member(s) shall mean a Program Member who has provided Shopping Category Data about him or herself, as defined below.

g) User Data shall mean all information regarding an individual Program Member, as further broken into these distinct categories:

i) URS User Data shall mean those data elements that are captured in the Excite@Home primary registration system via the Excite@Home Member registration form that is most commonly provided to new Excite@Home Members. URS User Data shall at a minimum include user-supplied ZIP Code, gender, date of birth, deliverable email address, and original Excite@Home registration date.

2 3 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

ii) Superset Data shall mean those data elements, independent of any specific purchase transaction, which are requested from all Qualified Program Members, irrespective of whether or not this information shall be collected in the Co-Branded Application. Solely for purposes of illustration, such data might or might not include categorical data elements such as Marital Status, Income, and Presence of Children in the Household.

iii) Shopping Category Data shall mean the list of specific shopping categories that a Qualified Program Member has indicated interest in. Shopping Category Data shall be binary in nature (e.g. Yes/No selections) and shall be mutually agreed upon. Solely for purposes of illustration, such data might or might not include categories such as Automobiles, Electronics, or Clothing.

iv) Transactional Data shall mean data elements descriptive of a specific purchase or purchase intent event which is enabled by the Co-Branded Application, such as purchase amount, payment method, items purchased, items selected but ultimately not purchased, etc.

h) Payment-Eligible User Data shall mean URS User Data from both General Program Members and Qualified Program Members, and Shopping Category Data and, where available, Superset Data, from Qualified Program Members:

i) Whose Excite@Home registration data is sent to e-centives for account creation,

ii) Who do not have an existing account with e-centives (as determined by email address) as of the Effective Date, and

iii) Who, in the case of Qualified Program Members, have provided shopping interest category, which data the Co-Branded Application shall use to allow or restrict access to Targeted Offers, and Co-Branded Application email opt-in selection during either (a) Excite@Home Member registration or Excite@Home login or (b) offer detail presentment by e-centives, or (c) other registration process by e-centives.

2. CO-BRANDED APPLICATION

a) Application Provider will, at its sole expense, develop, host and maintain the Co-Branded Application for Excite@Home. The primary function of the Co-Branded Application will be to present Users with coupons or other offers (both targeted and untargeted, as hereinafter defined in EXHIBIT A) for products and services provided by

Source: INVENDA CORP, S-1/A, 8/28/2000

Application Provider's merchant partners with the intent of converting said Users into Program

3 4 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

Members. The Co-Branded Application will include offers and other content and functionality (Excite Content and e-centives Content, collectively Application Content) as further described in EXHIBIT B.

b) Application Provider will design and create web pages containing the Application Content (Application Pages). The Application Pages will be presented in accordance with guidelines that Excite@Home will provide Application Provider, which include, but are not limited to, page performance standards and header and other design/user interface standards. The Application Pages will prominently feature Excite@Home branding and will be presented in a look and feel consistent with the look and feel of the Excite Network. Excite@Home will have final approval over all Application Pages. The Application Pages shall be developed in accordance, in all material respects, with the requirements established by EXHIBIT B.

c) Application Provider will develop its category/directory structures to be similar to those found on the Excite@Home Network and in accordance with the requirements established by EXHIBIT B, SECTION 4.

d) Application Provider will host the Co-Branded Application on its Internet servers, but will serve the Co-Branded Application from an excite.com masked domain name (or such other domain as Excite@Home may elect at its sole option) so that Excite@Home can receive the reach and page view credit. Application Provider will have sole responsibility for providing and maintaining, at its expense, the Application Provider Site, the Co-Branded Application, the Application Content (excluding the provision of Excite Content), and any updates thereto.

e) Each Co-Branded Page will include one or more links to the Excite Network, as set forth in Section 3(d) [INTEGRATION WITH EXCITE@HOME SERVICES]. Excite@Home will supply Application Provider with the URLs for these links.

f) Other than updates to the Application Content and to advertising displayed on the Application Pages, Application Provider will not change the Co-Branded Application without Excite@Home's prior consent, which consent will not be unreasonably withheld. Excite@Home will respond to change requests within seven (7) days of receipt, and any failure to so respond shall be deemed an approval.

g) Excite@Home may, upon fifteen (15) days prior notice to Application Provider, request reasonable revisions to the Co-Branded Application as needed to reflect changes that will not adversely affect Application Provider, such as changes to Excite@Home's name and/or brand or changes to the URLs for the links to the Excite Network. Application Provider will use reasonable efforts to accommodate Excite@Home's requested changes within the fifteen (15) day period.

5 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

h) Excite@Home will have editorial control over all email or other similar communication with Excite@Home Members. Correspondence solely regarding the Co-Branded Application will only be presented to Program Members; communication with all other Excite@Home Members will be tied to regular Excite@Home email schedules, which may or may not be integrated with other email content at Excite@Home's sole option. Correspondence specific to the Co-Branded Application may be mailed on a schedule independent of other Excite@Home member mailings for those Qualified Program Members that specify a frequency of contact. Until an individual General Program Member specifies a frequency of email contact, he or she will by default receive email pursuant to the Co-branded Application's every-other-week email option setting. Any mailings to such General Program Members who have not specified a frequency of email contact will be mailed on a schedule that coordinates contact with other Excite@Home newsletter and promotional contacts, but at least with the frequency of every-other-week. Communications with Excite@Home Members shall further be subject to the requirements of EXHIBIT D.

3. INTEGRATION WITH EXCITE@HOME SERVICES

Source: INVENDA CORP, S-1/A, 8/28/2000

a) Application Provider will integrate the Co-Branded Application with Excite@Home's Universal Registration System (URS) according to Excite@Home's technical and operational specifications. Each party will incur their own costs related to the integration.

b) Information collected through the Co-Branded Application will include, but not be limited to,

i) URS User Data, whose categories may be modified from time to time at Excite@Home's sole option;

ii) Superset Data, whose categories shall be determined by mutual agreement but subject to Excite@Home's final approval;

iii) Shopping Category Data, whose contents shall be determined by mutual agreement but subject to Excite@Home's final approval.

c) All Information collected under this Agreement will be transmitted between the parties in a manner to be mutually agreed upon.

d) The Co-Branded Application will include content with links that direct Users to other Excite@Home content, including but not limited to community products, which include message boards, chat, clubs, home pages, instant messaging, calendar, address book, email, photos and any other community products which Excite@Home may develop during the term of this Agreement (Community Products). The number of links to other Excite@Home content shall be consistent with the general quantity of links implemented on comparable portions of the Excite Network. 6 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

Application Provider will not feature non-Excite@Home Community Products on the Co-Branded Application without the written permission of Excite@Home.

e) Application Provider will publish to Excite@Home subsets of its content in a mutually-agreed XML or pre-defined text format (e.g. URL's captions, brief two-sentence descriptions, news headlines, pointers into longer descriptions, and abstracts) in order for Excite@Home to integrate, at its option, portions of the content into its search results, directory results and other areas of Excite@Home in order to drive traffic to the Co-Branded Application, as deemed appropriate by Excite@Home in its sole discretion. Neither party will export to the other party any licensed third-party data for which the providing party does not have redistribution rights.

f) Application Provider will provide and regularly update database mappings necessary to maximize search and directory integration for the Co-Branded Application into Excite@Home's services.

g) Application Provider will provide Excite@Home with a regularly updated data feed of product information for integration into Excite@Home's commerce services. The data feed will be provided according to Excite@Home's then-applicable standard product data import specifications, which specifications shall be substantially similar to those required by similar service providers in the industry.

h) Excite@Home will provide Application Provider with a regularly updated data feed of product information for integration into the Co-Branded Application. The data feed will be provided according to Excite@Home's standard product data export specifications, which specifications shall be substantially similar to those required by similar service providers in the industry.

i) Excite@Home shall not offer any Excite-branded or Excite-co-branded service during the Term of this Agreement that is substantially similar in functionally to the Co-Branded Application.

4. ADVERTISING ON THE CO-BRANDED APPLICATION

a) Excite@Home will have the right to sell and serve Excite banner, sponsorship, and text link advertising on the Co-Branded Application, as limited by the terms of this Section. Excite@Home will have the right to sell and serve such advertising on all pages within the Co-Branded Application. Revenues from such advertising shall accrue wholly to Excite@Home. Application Provider will enable the ad-serving and accommodate Excite@Home's technical requirements, which shall be

6 7 *****Confidential Treatment has been requested for portions of this agreement.

Source: INVENDA CORP, S-1/A, 8/28/2000

The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

consistent with those of Excite's other partners and the standards generally used in the industry, at its own expense.

b) Banner advertising shall be limited to one standard-size banner below the Co-Branded Application's content area, as described in Section 2.

c) Sponsorship modules will be present on the Co-Branded Application in a quantity consistent with the overall quantity within other shopping content areas of Excite. Each party shall have the right to sell and serve advertisements on 50% of the sponsorship tiles within the Co-Branded Application. As of the Effective Date of this Agreement, pages within Excite@Home's shopping service contain four sponsorship tiles arranged vertically on the right hand side of each page, though over time this may change at Excite@Home's sole option, but such changes shall not conflict with Application Provider's contractual obligations. Within this framework, Application Provider will have access to the first and third tiles from the top; Excite@Home will have access to the second and fourth tiles. Should additional tiles be added during the term of this Agreement, the first incremental tile shall be allocated to Application Provider, the following to Excite@Home, and so forth. Revenue generated by the parties from such activities shall not be shared but rather shall be retained by the respective party to whom the Sponsorship tile(s) are allocated.

d) Excite@Home will not serve advertising on the Co-Branded Application for any Application Provider Named Competitor, as specified in EXHIBIT E. Application Provider may designate no more than 10 companies as Named Competitors. Not more than once per quarter, Application Provider may update the list of Application Provider Named Competitors, but may not add to the list any company with which Excite@Home has a material existing relationship as of the Effective Date of this Agreement. Within three business days of receiving Application Provider's written update, Excite@Home will remove any advertising from Application Provider's listed competitors displayed on the Co-Branded Pages.

e) Application Provider will not serve advertising on the Co-Branded Application for any Excite@Home Named Competitor, as specified in EXHIBIT E. Excite@Home may designate no more than 10 companies as Named Competitors. Not more than once per quarter, Excite@Home may update the list of Excite@Home Named Competitors, but may not add to the list any company with which e-centives has a material existing relationship as of the Effective Date of this Agreement. Within three business days of receiving Excite@Home's written update, Application Provider will remove any advertising from Excite@Home's listed competitors displayed on the Co-Branded Pages.

7 8 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

f) Application Provider will not serve advertising on the Co-Branded Application that (i) violates any law, rule, or regulation, (ii) relates to pornography, gaming, tobacco, or alcohol, (iii) is the subject of a claim to trademark, trade name, service mark, or other proprietary rights, or Excite@Home may request removal of any such advertising from the Co-Branded Application, and Application Provider shall remove any such advertising within twenty-four (24) hours of receipt of any such written request.

5. PROMOTION OF THE CO-BRANDED APPLICATION

a) Excite@Home will provide promotion for the Co-Branded Application as described in EXHIBIT F. Excite@Home may provide additional links to, or other promotion for, the Co-Branded Application from elsewhere on or off the Excite Network at its sole discretion.

6. USER DATA OWNERSHIP

a) Ownership

i) The operation of the Co-Branded Application will permit the collection of Payment-Eligible User Data.

ii) Payment-Eligible URS User Data, Superset Data, and Shopping Category Data collected through the operation of the Co-Branded Application will be jointly owned by the parties. The parties' respective ownership shall be subject to the restrictions set forth in this Agreement.

Source: INVENDA CORP, S-1/A, 8/28/2000

iii) Transactional Data, when available, shall be jointly owned by the parties, except in those cases where Application Provider's contractual agreement(s) with its merchant partner(s) prevent the sharing of said Transactional Data with third parties. In all cases Application Provider shall use commercially reasonable efforts to ensure that Transactional Data may be shared with and co-owned by Excite@Home. The parties' respective ownership rights shall be subject to the restrictions set forth in this Agreement.

b) Restrictions

i) During the Term of this Agreement, Application Provider shall own Payment-Eligible User Data solely for the purpose of providing the services of the Co-Branded Application. Application Provider may not use Payment-Eligible User Data to solicit User traffic to www.e-centives.com or any other co-branded version of www.e-centives.com with the intent of driving such Users away from using the Co-Branded Application. Notwithstanding the foregoing, solely for the period from the Effective Date of this

8 9 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

Agreement to the Launch Date for the Co-Branded Application, as hereinafter defined, Application Provider may use Payment Eligible User Data to solicit User traffic to the co-branded area currently in place at http://coupons.excite.com pursuant to the Sponsorship Agreement effective March 5, 1999 in force between the parties.

ii) Application Provider may not sell, disclose, transfer, rent, or license Payment-Eligible User Data in a form identifiable to any particular user to any third party. Notwithstanding the foregoing, Application Provider may disclose User Data if it is aggregated in a non-associatable way with data from multiple online properties or in an anonymous format on a per user basis.

iii) In no event may either party sell, disclose, transfer, rent, or license Payment-Eligible User Data to the other party's Named Competitors as listed in EXHIBIT E. Furthermore, Excite@Home may not sell, disclose, transfer, rent, or license Shopping Category Data or Superset Data to Data Restricted Named Companies as specified in EXHIBIT I. Not more than once per quarter, Application Provider may update the list of Application Provider Data Restricted Named Companies shown in EXHIBIT I, so long as such list shall not exceed twenty-five (25) companies.

iv) Excite@Home may not sell, disclose, transfer, rent or license any Transactional Data regardless of Program Member preferences.

v) The collection, storage, and usage of all classes of Payment-Eligible User Data shall comply with Excite@Home's then-current security and privacy guidelines.

vi) Application Provider will not solicit any Excite@Home Member on behalf of any Excite@Home Named Competitor during the Term of this Agreement or thereafter. The list of Excite@Home Named Competitors is defined in EXHIBIT E.

c) Effect of Termination or Expiration

i) In the event that the Agreement is terminated pursuant to Section 16.a.v due to e-centives' acquisition by an Excite@Home Named Competitor, or by an entity controlling or controlled by an Excite@Home Named Competitor, e-centives shall transfer all of its right, title and interest in and to the Payment-Eligible User Data to Excite. Notwithstanding the foregoing, Payment-Eligible User Data that relates to users who have opted out in accordance with Section 5(a) of EXHIBIT D shall continue to be jointly owned by the parties.

9 10 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

ii) In the event that the Agreement expires or is terminated for any

Source: INVENDA CORP, S-1/A, 8/28/2000

reason other than termination pursuant to Section 16.a.v, the parties shall continue to jointly own Payment-Eligible User Data in accordance with Section 6.a. The restrictions of Section 6.b shall continue to apply, with the exception of subsections 6.b.i and 6.b.v.

7. PAYMENTS AND DELIVERY OF USER DATA

a) Payments and delivery for General Program Member User Data records:

i) Excite@Home will supply to Application Provider a minimum of ***** Payment-Eligible User Data records for General Program Members containing all available information set forth in Section 1(h) [DEFINITIONS] in each quarter during the Term of this Agreement, beginning with the quarter in which the Launch Date (as hereinafter defined) falls, for a minimum of ***** of these General Program Member User Data records during the Term of this Agreement.

ii) Excite@Home shall provide in excess of ***** such General Program Member User Data records, to the extent such records are available.

iii) The General Program Member User Data records supplied by Excite@Home to Application Provider shall consist solely of URS User Data.

iv) e-centives will pay for these General Program Member User Data records to Excite@Home at a rate of $***** per unique User Data record. This rate will apply only to the first ***** records. e-centives will pay Excite@Home $***** in payments for these General Program Member User Data records over the Term of this Agreement, in accordance with the schedule set out in Section 7.d. In the event that more than ***** such General Program Member User Data records are supplied, payments for such additional records shall be governed by Section 7.e.

v) The failure of Excite@Home to deliver at least ***** of these General Program Member User Data records shall not be deemed a breach of this Agreement. To the extent that Excite@Home fails to deliver at least ***** General Program Member User Data records, however, e-centives' total payment obligations under Section 7.a.iv shall be correspondingly reduced at the rate of $***** per record for any shortfall. In no event will any failure to deliver at least ***** General Program Member User Data records constitute cause to extend the Term of this Agreement.

10 11 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

b) Payments and delivery for Qualified Program Member User Data records:

i) Excite@Home will supply to e-centives a minimum of ***** Payment-Eligible User Data records for Qualified Program Members containing all available information set forth in Section 1(h) [DEFINITIONS] in each quarter during the Term of this Agreement, beginning with the quarter in which the Launch Date (as hereinafter defined) falls, for a minimum of ***** of these Qualified Program Member User Data records during the Term of this Agreement.

ii) Excite@Home shall provide in excess of ***** such Qualified Program Member User Data records, to the extent such records are available.

iii) The Qualified Program Member User Data records supplied by Excite@Home to e-centives shall consist of URS User Data and Shopping Category Data and, if available, Superset Data.

iv) e-centives will pay for these Qualified Program Member User Data records to Excite@Home at a rate of $***** per unique User Data record. This rate will apply only to the first ***** records. e-centives will pay Excite@Home $***** in payments for these Qualified Program Member User Data records over the Term of this Agreement, in accordance with the schedule set out in Section 7.d. In the event that more than ***** Qualified Program Member User Data records are supplied, payments for such additional records shall be governed by Section 7.e.

v) The failure of Excite@Home to deliver at least ***** such Qualified Program Member User Data records shall not be deemed a breach of this Agreement. To the extent that Excite@Home fails to

Source: INVENDA CORP, S-1/A, 8/28/2000

deliver at least ***** Qualified Program Member User Data records, however, e-centives' total payment obligations under Section 7.b.iv shall be correspondingly reduced at the rate of $***** per record for any shortfall. In no event will any failure to deliver at least ***** Qualified Program Member User Data records constitute cause to extend the Term of this Agreement.

c) Conversion of General Program Members to Qualified Program Members

i) It is anticipated that a substantial number of Program Members who started as General Program Members will subsequently become Qualified Program Members. Both parties stipulate that it is in their interests for this to occur.

ii) If Excite@Home supplies e-centives with a Qualified Program Member User Data record for a Program Member for whom it has

11

12 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

previously submitted a General Program Member User Data record, the record shall be accounted for as follows:

(1) If the Qualified Program Member User Data record is supplied in the same quarter in which the General Program Member User Data record was originally supplied to e-centives, the Program Member record shall be treated as always having been a Qualified Program Member record for purposes of both volume and payments.

(2) If the Qualified Program Member User Data record is supplied in a quarter different from the one in which the General Program Member User Data record was originally supplied to e-centives, the Program Member record shall be treated as a Qualified Program Member record for purposes of both volume and payments, but a credit shall be applied against the General Program Member volume and payment guarantees.

(3) Payments shall be based upon the total number of records delivered for each Program Member category. For payment purposes, Excite@Home shall be obligated to track only total records per category and shall not be obligated to track individual records.

d) Payment Schedule

i) Within ten (10) days of the Effective Date of this Agreement, e-centives shall make a non-refundable payment to Excite@Home of $***** as pre-payment for Payment-Eligible User Data records:

(1) e-centives will pay Excite@Home $***** in pre-payments for ***** General Program Member User Data records.

(2) e-centives will pay Excite@Home $***** in pre-payments for ***** Qualified Program Member User Data records.

ii) During the Term of this Agreement, on the first day of each quarter following the quarter in which the Launch Date falls, e-centives shall make additional non-refundable payments for the Payment-Eligible User Data records. In the event that the Launch Date is delayed beyond March 31, 2000, the April 1, 2000, payment pursuant to this subsection shall be postponed and shall instead be made within (10) days of the Launch Date. Payments under this subsection shall be calculated as follows:

12

13 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

(1) General Program Member User Data: $*****, plus $***** times the total number of records previously delivered, less all amounts previously paid on account of General Program Member User Data.

(2) Qualified Program Member User Data: $*****, plus $*****

Source: INVENDA CORP, S-1/A, 8/28/2000

times the total number of records previously delivered, less all amounts previously paid on account of General Program Member User Data.

iii) The amounts paid pursuant to subsection 7.d.ii shall be further subject to the following cap: at no point shall e-centives' total payments exceed an average of $***** per quarter. In the event that the payment amount dictated by the formulas in subsections 7.d.ii.(1) and (2) would raise e-centives' total payments to an average in excess of $***** per quarter, e-centives shall instead pay only that amount necessary to maintain an average quarterly payment of $*****.

iv) A sample hypothetical payment schedule showing the effect of this provision is included solely for purposes of illustration in EXHIBIT G.

e) In the event that Excite@Home delivers more than ***** Payment-Eligible General Program Member User Data records and/or more than ***** Payment-Eligible Qualified Program Member User Data records during the Term of the Agreement, e-centives will pay Excite@Home, on a quarterly basis, *****% of net revenue (gross revenue less direct third party commissions) generated from the delivery of offers to any such excess Program Members. This provision shall apply to net revenue generated during the year following the end of the calendar quarter in which the names were supplied, irrespective of the Term of this Agreement.

8. USER DATA DELIVERY PERFORMANCE MEETINGS

The parties will meet on a quarterly basis to review Program Member User Data record delivery goals and performance and adjust marketing plans and member signup goals as mutually agreed.

9. EXCITE@HOME PURCHASES FROM E-CENTIVES

a) Excite@Home will purchase in bulk a minimum of $3.75 million in e-centive packages from e-centives at the rate of $***** per e-centive delivered for the purpose of resale to Excite@Home's advertisers and partners. Within 5 days of Launch Date Excite@Home will pay e-centives a non-refundable minimum of $***** and will continue to pay a minimum of $***** each quarter, payable at the beginning of the quarter, during the Term of this Agreement for such packages. Unless

13

14 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

sold by Excite within 6 months of purchase, such purchased e-centives packages shall expire and no longer be available for resale by Excite@Home. Any purchases beyond the minimum shall be at Excite@Home's sole discretion. Such e-centive packages shall be governed by e-centives' standard terms and conditions. To the extent that Excite@Home elects in its sole discretion to purchase in excess of $***** in e-centive packages during any quarter, any such excess purchases shall constitute a credit which Excite@Home may apply against its minimum purchase obligations in any subsequent quarter(s).

b) Excite@Home will determine, at its sole discretion, the size and nature of each e-centive package bought under these terms. Excite@Home shall not be limited to a standard package size.

c) Excite@Home will pay e-centives *****% of net revenue (gross revenue less $***** purchase price and cost of sales not to exceed *****% of gross revenues) generated from sales of the e-centives packages.

d) e-centives may not extend exclusive offers developed for Excite@Home by its advertisers to non-Excite@Home users of the e-centives service for a period of 30 days following the day on which the offer is first made available through Excite@Home.

10. USAGE REPORTS

a) Application Provider will provide usage reports to Excite@Home on a weekly basis in a mutually agreed upon format. At a minimum, usage reports will include:

i) Transactional Data on all Excite@Home Members who transact through the Co-Branded Application (where available and as limited by Section 6.a.iii);

Source: INVENDA CORP, S-1/A, 8/28/2000

ii) Individual Program Member data, including such information as user preferences, usage, and response rates;

iii) Daily page views by category; and

iv) Aggregate information on response rates.

b) The usage reports will be co-owned by the parties.

11. TRADEMARK OWNERSHIP AND LICENSE

a) Application Provider will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, subject to the limited license granted to Excite@Home in Section 11(c) [TRADEMARK OWNERSHIP AND LICENSE] below.

14 15 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

b) Excite@Home will retain all right, title and interest in and to its trademarks, service marks and trade names worldwide, subject to the limited license granted to Application Provider in Section 11(c) [TRADEMARK OWNERSHIP AND LICENSE] below.

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

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

i) As the parties may agree in writing; or

ii) To the extent permitted by applicable law.

12 CONTENT OWNERSHIP AND LICENSE

a) Application Provider will retain all right, title and interest in and to the e-centives Content worldwide (including, but not limited to, ownership of all copyrights and other intellectual property rights therein). Subject to the terms and conditions of this Agreement, Application Provider hereby grants to Excite@Home a royalty-free, non-exclusive, worldwide license to use, reproduce, distribute, transmit and publicly display the e-centives Content in accordance with this Agreement and to sub-license the Application Content to Excite@Home's wholly-owned subsidiaries or to joint ventures in which Excite@Home participates for the sole purpose of using, reproducing, distributing, transmitting and publicly displaying the e-centives Content in accordance with this Agreement, provided that no such sublicensing shall be to Application Provider Named Competitors.

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

13. MAINTENANCE, CUSTOMER SUPPORT AND PERFORMANCE OBLIGATIONS

a) Application Provider shall be responsible for providing all maintenance and technical support for all Co-Branded Application users as set forth in EXHIBIT H.

b) Application Provider shall be responsible for meeting the performance and uptime guarantees for the Co-Branded Application as set forth in EXHIBIT H.

15 16 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has

Source: INVENDA CORP, S-1/A, 8/28/2000

been filed separately with the Securities and Exchange Commission.

14. PUBLICITY

It is the intention of both parties to publicly disclose the nature (but not the terms) of the relationship following the completion of the Agreement and other related documents. It is the intention of both parties to support public releases, whereby an authorized senior executive of both companies is quoted within the release. Both parties will provide reasonable and timely support of such releases. Neither party shall make any publication or issue any press release concerning this document or the arrangements contemplated without the other party's written approval prior to release. Notwithstanding the foregoing, Excite@Home agrees to allow reference to its name and disclosure of the terms of the relationship between the parties to potential investors and relevant regulatory authorities for purposes of funding activities by e-centives, which may include an initial public offering.

15. TERM

The term of this Agreement will begin on the Effective Date and will end three (3) years from the date the Co-Branded Application becomes accessible to Excite@Home Members (Launch Date).

16. TERMINATION

a) Basis for Termination:

i) Either party may terminate if the other party breaches the Agreement and the breach remains uncured for thirty (30) days following receipt of written notice of intention to terminate from the other party.

ii) Excite@Home may terminate the Agreement with thirty (30) days written notice if Application Provider does not meet the content and launch guidelines described in EXHIBIT B.

iii) Excite@Home may terminate the Agreement if the Co-Branded Application is not at least comparable to any other source of Application Content on the Internet in accordance with the following provisions:

(1) At any time during the Term of this Agreement, Excite@Home may determine, in its reasonable judgment, that the Co-Branded Application is not at least comparable to other sources of Application Content generally available on the Internet in terms of the following factors:

(i) Breadth and depth of content;

(ii) Tools and functionality;

16 17 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

(iii) Personalization; and

(iv) User interface and ease of use.

(2) If Excite@Home determines that the Co-Branded Application is not at least comparable to other sources of Application Content generally available on the Internet in terms of at least two of the four factors in Section 16.a.iii.1, Excite@Home may notify Application Provider in writing of said deficiency, which shall initiate a 28-day Cure Period. If at the end of the Cure Period Excite@Home, in its reasonable judgment, determines that the deficiency still exists, then Excite@Home may terminate the Agreement without further delay.

iv) Either party may terminate the Agreement without penalty upon thirty (30) days' written notice if regulations or applicable laws applied at the US federal level regarding privacy or User Data purchase and/or usage impede or prohibit said party from performing its services as contemplated by this Agreement or thereafter.

v) In the event that a majority of Application Provider's assets are merged, acquired or sold to an Excite@Home Named Competitor, or to an entity controlling or controlled by an Excite@Home Named Competitor, then Excite@Home may terminate this Agreement by providing thirty (30) days written notice. This option to terminate this Agreement may only be exercised by providing written notice within ninety (90) days of Excite@Home's receiving notice of such transaction. Application Provider

Source: INVENDA CORP, S-1/A, 8/28/2000

shall provide such notice at least twenty-four (24) hours before the public announcement of any such transaction.

vi) The parties acknowledge that, due to the continually evolving nature of the Internet, substantive changes to the product plan and integration contemplated in the Agreement will likely be necessary during the Term. From time to time, Excite@Home may require that Application Provider provide extensions, incremental services and/or integration of the Co-Branded Application (collectively, Modifications). In the event that Application Provider is unable and/or unwilling to deliver such additions, or in the event that the parties disagree on the direction of the Co-Branded Application or its integration, Excite@Home may terminate the Agreement with no penalty by providing ninety (90) days written notice. Notwithstanding the foregoing, Excite shall not be entitled to terminate this Agreement in the event that the requested

17

18 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

Modifications exceed or are outside the scope of technology and/or service levels generally available on the Internet.

b) Effects of Termination

i) Each Party will promptly return all Confidential Information of the other party.

ii) Each Party will pay all earned and undisputed outstanding amounts owed to the other Party under this Agreement within thirty (30) days after the effective date of such termination. Notwithstanding the foregoing, all payments for User Data records shall be due and accrue in accordance with terms of this Agreement.

iii) For a period of up to sixty (60) days, Application Provider will provide consulting services to Excite@Home, as Excite@Home may reasonably request and for reasonable fees to be paid to Application Provider, such fees to be agreed upon in writing by the Parties, to assist Excite@Home in providing a seamless transition to Program Members. Application Provider will have no obligation to provide such services to Excite@Home to the extent that Application Provider's personnel and resources are unavailable in the amounts requested by Excite@Home or if the Parties are unable in good faith to agree on the reasonable fees to be paid to Application Provider for such services. Application Provider will not be required, in the course of providing such consulting services to Excite@Home, to disclose or transfer to Excite@Home any proprietary information, software, or Intellectual Property of Application Provider or any of its merchant partners.

iv) To further ensure a seamless transition for Program Members, in the event of a termination based upon a material breach by e-centives or an acquisition pursuant to Section 16.a.v. only, Application Provider shall continue to host and maintain the Co-Branded Application for a period of one hundred twenty (120) days following either receipt or issuance of notice of intention to terminate this Agreement. Such hosting and maintenance of the Co-Branded Application shall be provided by Application Provider at such reasonable rates as are mutually agreed upon by the parties.

v) The provisions of this Section (Termination), Section 17 (Post-Termination Communications), Section 18 (Confidentiality), Section 19 (Warranties and Indemnities), Section 20 (Limitation of Liability), and Section 21 (Dispute Resolution) shall survive any termination or expiration of this Agreement. 19 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

17. POST-TERMINATION COMMUNICATIONS

a) Upon termination of this Agreement for reasons other than a relationship with an Excite@Home Named Competitor under Section 16.a.v., the parties will communicate with Program Members as follows:

i) Excite@Home will email Program Members on e-centives' behalf up to a maximum of two times. Consistent with other communications envisioned during the Term of the Agreement, such mailings will be branded Excite@Home but will alert Program Members that this Agreement is to be terminated, the Co-Branded Application will

Source: INVENDA CORP, S-1/A, 8/28/2000

continue with e-centives branding, and Program Members will continue as a participant in the e-centives service unless they explicitly opt out. The content and copy of such emails shall be mutually agreed upon.

ii) The first email will be exclusive to e-centives (i.e., it will not mention similar services from Excite@Home or other third parties) and will alert Program Members of the continuation of the e-centives service directly from e-centives. Program Members shall be further alerted that their membership in the e-centives service shall continue unless they explicitly opt-out. Excite@Home shall not promote competing services in such contact or otherwise discourage Program Members from continuing to use the e-centives service as provided directly by e-centives.

iii) The second email will not be exclusive to e-centives. It will include the same e-centives alerts as in the first email, but may offer a replacement Excite@Home service and a notification that the Program Member will remain in such an Excite@Home-provided service unless they specifically opt-out. Excite@Home shall not discourage Program Members from continuing to use the e-centives service directly from e-centives, but may offer an additional choice. It is conceivable that any one end user customer could use both services.

iv) Any such communications will be subject to Excite@Home's then-current privacy policy.

b) In the event that the Agreement is terminated pursuant to Section 16.a.v. due to e-centives' acquisition by an Excite@Home Named Competitor, or by an entity controlling or controlled by an Excite@Home Named Competitor, e-centives or its assigns or designates may not contact any Users for whom User Data has been provided pursuant to this Agreement, excluding those that have opted out in accordance with Section 5(a) of Exhibit D. In the event of such termination, e-centives will not be eligible for any refund of pre-termination payments made to Excite@Home.

19

20 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

18. CONFIDENTIALITY

a) For the purposes of this Agreement, Confidential Information means information about the disclosing party's (or its suppliers') business or activities that is proprietary and confidential, which shall include all business, financial, technical and other information of a party marked or designated by such party as confidential or proprietary; or information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential.

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

c) Each party agrees (i) that it will not disclose to any third party or use any Confidential Information disclosed to it by the other except as expressly permitted in this Agreement and (ii) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.

d) Notwithstanding the foregoing, each party may disclose Confidential Information (i) to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law or (ii) on a need-to-know basis under an obligation of confidentiality to its legal counsel, accountants, banks and other financing sources and their advisors.

e) The information contained in the Usage Reports provided hereunder will be deemed to be the Confidential Information of each party and will not be disclosed without the written consent of the other party.

f) The terms and conditions of this Agreement will be deemed to be the

Source: INVENDA CORP, S-1/A, 8/28/2000

Confidential Information of each party and will not be disclosed without the written consent of the other party.

19. WARRANTIES AND INDEMNITIES

a) Application Provider's warranties and indemnities:

i) Application Provider warrants that it owns, or has obtained the right to distribute and make available, as specified in this Agreement, any and all content provided to Excite@Home or made available to third parties (excluding the Excite Content) in connection with this Agreement.

20 21 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

ii) Application Provider warrants that the e-centives Content will comply, in all material respects, with the description and technical specifications contained in EXHIBITS A AND B.

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

(1) Its breach of any warranty, representation or covenant in this Agreement; or

(2) Any claim (including, without limitation, claims for infringement of third party intellectual property, publicity, or privacy rights) arising from the e-centives Content, including, without limitation, e-centives' trademarks, but excluding claims based upon the Excite Content or any other materials provided by Excite in the form originally provided by Excite; or

(3) Any claims (including, without limitation, claims for infringement of third party intellectual property, publicity, or privacy rights), by third parties arising out of or based upon e-centives' services and/or any other service provided by e-centives, but excluding claims based upon the Excite Content or any other information or materials provided by Excite in the form originally provided by Excite.

iv) Application Provider's obligation to indemnify Excite@Home is conditioned upon Excite@Home promptly notifying Application Provider of any and all such claims. Notwithstanding the foregoing, Application Provider shall only be relieved of its obligation to indemnify Excite@Home to the extent that any such failure to notify materially and adversely affects Application Provider's defense. Excite@Home will reasonably cooperate with Application Provider in the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to, or prejudices or detrimentally impacts Excite@Home in any way, and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite@Home's written consent (not to be unreasonably withheld or delayed), and Excite@Home may have its own counsel in attendance at all official proceedings and substantive negotiations relating to such claim at Excite@Home's sole cost and expense.

21 22 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

b) Excite@Home's warranties and indemnities:

i) Excite warrants that it has the right to distribute and make available, as specified in this Agreement, any and all content and User Data provided to e-centives or made available to third parties (excluding the e-centives Content) in connection with this Agreement.

ii) Excite warrants that the Excite Content will comply, in all material respects, with the description and technical specifications contained in EXHIBITS A AND B.

Source: INVENDA CORP, S-1/A, 8/28/2000

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

(1) Its breach of any warranty, representation or covenant in this Agreement;

(2) Any claim (including, without limitation, claims for infringement of third party intellectual property rights) arising from the Excite Content, including, without limitation, Excite's trademarks, but excluding claims based upon the e-centives Content or any other materials provided by e-centives in the form originally provided by e-centives; or

(3) Any claims (including, without limitation, claims for infringement of third party intellectual property rights), by third parties arising out of or based upon Excite@Home's services and/or any other service provided by Excite, but excluding claims based upon the e-centives Content or any other information or materials provided by e-centives in the form originally provided by e-centives.

iv) Excite@Home's obligation to indemnify Application Provider is conditioned upon Application Provider promptly notifying Excite@Home of any and all such claims. Notwithstanding the foregoing, Excite shall only be relieved of its obligation to indemnify e-centives to the extent that any such failure to notify materially and adversely affects Excite@Home's defense. Application Provider will reasonably cooperate with Excite@Home in the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to, or prejudices or detrimentally impacts

22 23 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

Application Provider in any way, and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Application Provider's written consent (not to be unreasonably withheld or delayed), and Application Provider may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim at Application Provider's sole cost and expense.

c) Except as specified in this Section, neither party makes any warranty in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability and fitness for a particular purpose regarding such subject matter.

20. LIMITATION OF LIABILITY

Except as provided by Sections 19(a)(iii)(2), (a)(iii)(3), (b)(iii)(2) and (b)(iii)(3):

a) Neither party will have liability for any damages other than direct damages. In no event will either party be liable to the other for any special, incidental or consequential damages, whether based on breach of contract, tort (including negligence) or otherwise, whether or not that party has been advised of the possibility of such damage.

b) Either party's liability for damages shall be limited to the amounts actually paid by the other party.

21. DISPUTE RESOLUTION

a) The parties agree that any breach of either of the parties' obligations regarding trademarks, service marks or trade names and/or confidentiality would result in irreparable injury for which there is no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party's obligations regarding trademarks, service marks or trade names or confidentiality, the aggrieved party will be entitled to seek equitable relief in addition to its other available legal remedies in a court of competent jurisdiction. For the purposes of this Section only, the parties consent to venue in either the state courts of the county in which Excite@Home has its principal place of business or the United States District Court for the Northern District of California.

Source: INVENDA CORP, S-1/A, 8/28/2000

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

23 24 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

dispute(s) to a mutually acceptable mediator for hearing in the county in which Excite@Home has its principal place of business.

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

22. GENERAL

a) Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of California, notwithstanding the actual state or country of residence or incorporation of Application Provider.

b) Assignment. Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with a merger, reorganization or sale of all, or substantially all, of such party's assets or capital stock. Any attempt to assign this Agreement other than as permitted above will be null and void.

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

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

e) Audit Rights. A party obligated to make payments and/or provide User Data hereunder shall keep for 3 years proper records and books of account relating to the computation of such payments and/or the compilation and content of such User Data. Once every 12 months, the party receiving payment and/or User Data records or its designee may inspect such records to verify for accuracy. Any such inspection will be conducted in a

24

25 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

manner that does not unreasonably interfere with the inspected party's business activities. In the case of underpayments, the inspected party shall immediately make any overdue payments disclosed by the audit plus applicable interest. Such inspection shall be at the inspecting party's expense; however, if the audit reveals overdue payments in excess of 5% of the payments owed to date, the inspected party shall immediately pay the

Source: INVENDA CORP, S-1/A, 8/28/2000

cost of such audit, and the inspecting party may conduct another audit during the same 12 month period. In the case of inaccurate and/or outdated User Data, the providing party shall immediately provide accurate User Data and/or updated User Data (to the extent such party has updated User Data.

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

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

h) Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter or related matters hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. Notwithstanding the foregoing, the Sponsorship Agreement effective on March 5, 1999 that currently is in force between the two parties to this Agreement shall remain in force, on an interim basis only, and will terminate at the end of the calendar month that the Co-Branded Application launches on the Excite@Home Shopping service without further compensation from either party.

i) Waiver. The failure of either Party to require performance by the other Party of any provision of this Agreement will not affect the full right to require such performance at any time thereafter; nor will the waiver by either Party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.

j) Modification. This Agreement may only be modified by a written document executed by both parties.

k) Construction. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.

25

26 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

l) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS HEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

AT HOME CORPORATION e-centives, INC.

By: ________________________________ By: ____________________________________

Name: ______________________________ Name: __________________________________

Title: _____________________________ Title: _________________________________

Date: ______________________________ Date: __________________________________

450 Broadway 6903 Rockledge Drive, Suite 1200 Redwood City, CA 94063 Bethesda, MD 20817

26 27 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

EXHIBIT A

Source: INVENDA CORP, S-1/A, 8/28/2000

UNTARGETED AND TARGETED OFFERS WITHIN THE CO- BRANDED APPLICATION

1. DEFINITIONS

a) Untargeted Offers are those offers generated from either party's network of merchant partners, to be extended to all Users for the benefit of attracting shoppers.

b) Targeted Offers are e-centives offers made available only to Program Members.

2. TREATMENT OF UNTARGETED OFFERS

a) The parties shall establish by mutual agreement prices for the sale of Untargeted Offers for display in the Co-Branded Application.

b) The parties will share equally all revenue from the sale of Untargeted Offers sold for display in the Co-Branded Application. This equal division of revenue shall not extend to any placement of Untargeted Offers outside the Co-Branded Application. For Untargeted Offers that appear both on the Co-Branded Application and elsewhere on the Excite Network, revenue attributable to placement on the Co-Branded Application shall be calculated based on the price to be established as set forth in Section 2.a of this Exhibit, and the parties will share equally such revenue.

c) The price to be established as set forth in Section 2.a of this Exhibit shall not apply to mass listings of paper or local coupons. The parties will share equally all revenue from the listing of paper or local coupons in the Co-Branded Application.

d) Each party shall receive without charge space for twenty (20) Untargeted Offers each month. This allocation of free Untargeted Offers may be modified as mutually agreed upon during the Term of the Agreement.

3. TREATMENT OF TARGETED OFFERS

a) Targeted offers may be viewed by Users, but may not be used by Users unless they become Program Members.

b) Targeted offers shall be sold as e-centives and charged upon delivery or display to, or transaction by, a Program Member in the Co-Branded Application or its associated emails.

27

28 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

c) All Targeted Offers shall be placed above any Untargeted Offers.

d) e-centives Co-Branded Application emails shall contain only Targeted Offers, and shall not contain Untargeted Offers.

28

29 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

EXHIBIT B

CONTENT DESCRIPTION AND SPECIFICATIONS (APPLICATION CONTENT)

The following describes the general product plan for the Co-Branded Application:

1. CUSTOMER OFFERS

Source: INVENDA CORP, S-1/A, 8/28/2000

a) There shall be four distinct types of offers:

i) Traditional e-centives offers, which are classified as Targeted Offers;

ii) Excite@Home-exclusive e-centives offers, which are classified as Targeted Offers;

iii) Other Excite@Home Member exclusive offers, which are classified as Untargeted Offers;

(1) May be unrelated to e-centives and will have redemption off the e-centives-hosted experience.

iv) As deemed appropriate by Excite@Home, other offers that may or may not be exclusive to Excite@Home which are provided as a feed to e-centives, which are classified as Untargeted Offers;

(1) Required so that Members perceive e-centives-hosted content as a superset of Excite@Home's traditional content;

(2) Important not to have a binary selection -- non-Excite@Home- Member-exclusive offers in one area and Excite@Home-Member- exclusive offers in another -- an unacceptable user experience.

v) Design cues will be used to differentiate the different types of offers seen by Members, as shown below:

Anonymous Users Excite@Home Members Served by e-centives e-centives Traditional e-centives offers Yes* Yes Excite-exclusive e-centives offers Yes* Yes

29 30 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

Other Excite@Home Member offers No Yes

Non-Excite@Home-Member offers Yes Yes

* Must convert to Excite@Home Member status to redeem

b) e-centives will use commercially reasonable efforts to support up to a combined 10,000 initial offers from Section 1.a.iii and 1.a.iv of this Exhibit B on the Effective Date of this Agreement. Excite@Home shall have the right to specify an increased capacity of offer presentment at its sole option upon giving three months' advance notice to e-centives at any point during the Term of this Agreement, presuming such request shall be reasonable.

4. OFFER PLACEMENT

To ensure an opportunity for both parties to have a reasonable chance to display their own offers within the Co-Branded Application, the following prioritization of offers shall be made within any content area served by e-centives:

a) For the first page presented within any shopping category area,

i) All Targeted Offers shall have placement priority above any Untargeted Offers.

ii) Within the Targeted Offers region, the top 30% of the offer placement locations on the first page within a category of the Co-Branded Application (not including banner or sponsorship placements) will be allocated to Excite@Home exclusive e-centives offers. The remaining 70% of such first pages, along with subsequent pages within each category, the offer placement locations will be split 50%/50% between Excite@Home and

Source: INVENDA CORP, S-1/A, 8/28/2000

e-centives and will be served in an alternating order.

iii) Similarly, within the Untargeted Offers region, the top 30% of the offer placement locations on the first page within a category of the Co-Branded Application (not including banner or sponsorship placements) will be allocated to Excite@Home. The remaining 70% of such first pages, along with subsequent pages within each category, the offer placement locations will be split 50%/50% between Excite@Home and e-centives and will be served in an alternating order.

b) For the second and any following pages presented within any shopping category area, half of the offer placement positions will be allocated to Excite@Home and the other half will be allocated to e-centives and the position of said placements on the page shall be random.

30

31 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

5. CUSTOMER BRANDING EXPERIENCE

a) Until offer selection is made, branding shall be, at Excite@Home's option, Excite or Excite@Home with a tag line powered by e-centives.

b) When offer management or redemption occurs, Excite (or alternately, Excite@Home, as detailed in Section 3.a of this Exhibit) powered by e-centives shall be replaced by cobranding, including full logo treatment for e-centives. For any branding at the merchant subject to final merchant approval, e-centives shall use commercially reasonable efforts to ensure that both Excite@Home and e-centives branding elements are present.

c) Both traditional e-centives offers and Excite@Home e-centives offers will contain e-centives branding elements within an application that is otherwise Excite@Home branded.

d) The Co-Branded Application shall conform to Excite@Home Third-Party Application standards, including:

i) Page weight;

ii) Presence of advertising banners and/or sponsorship placements served by Excite@Home/MatchLogic at Excite@Home's exclusive option;

iii) Color, fonts, layout, design standards, header, footer, navigational elements, tabbing metaphors, etc.;

iv) Navigational elements directing traffic to non-e-centives content (e.g., Excite@Home Mail and other Excite@Home Shopping destinations);

v) Excite@Home's Third-Party Application Standards may change over the Term of this Agreement. As they do, e-centives may be required to make periodic design enhancements to comply with these Standards. Any such required changes shall be reasonable and shall be materially similar to changes required of other applications and application providers subject to Excite@Home's Third-Party Application Standards.

e) The Co-Branded Application shall be designed to appear to the customer as being Excite@Home; analogs to the goal would be Excite@Home's sports content area at http://www.excite.com/sports, as it appears on the Effective Date of this Agreement (see Exhibit C), which is served by a third-party firm but carries only Excite@Home messaging cues.

31

32 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

f) Other Excite@Home Member Offers, and Non-Excite@Home-Member Offers, as highlighted in the matrix in Section 1.b of this Exhibit B, may also require third-party branding in their presentation.

Source: INVENDA CORP, S-1/A, 8/28/2000

6. OFFER HIERARCHY SYNCHRONIZATION

a) e-centives does not need to adopt Excite@Home's directory structure but must use similar categorization methodology. For example, Autos and Electronics may be categories at the same level in the hierarchy, but Autos and Cameras would not be at the same level.

b) e-centives must map to Excite@Home's Shopping directory hierarchy, which may change from time to time during the Term of this Agreement.

c) e-centives must adopt Excite@Home's naming conventions (e.g. Excite@Home's Autos label vs. e-centives' Automotive label).

d) e-centives must provide product and/or offer search capabilities that are comparable to Excite Network offerings, including local (zip code) and off-line redemption. Any such required capabilities shall be reasonable and shall be materially similar to capabilities required of other applications and application providers subject to Excite@Home's Third-Party Application Standards.

7. PLACEMENT

a) During the first year of the Agreement a persistent Above-the-Fold link shall remain present in the Excite@Home Shopping content area, or its subsequent replacement, or an equivalent area as determined by Excite@Home, that directs end users to the Co-Branded Application, the phrasing of which shall be mutually agreed upon. Above-the-Fold shall mean in a position generally viewable by an end-user customer using an Internet browser which has been maximized to full screen on a computer displaying a minimum resolution of 600 x 800 dpi or higher.

b) During the remainder of the Agreement, a prominent and persistent link shall remain present in the Excite@Home Shopping content area, or its subsequent replacement, or an equivalent area as determined by Excite@Home, that directs end users to the Co-Branded Application. The phrasing of the link shall be mutually agreed upon by the parties.

32 33 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

EXHIBIT C

LOOK AND FEEL OF THE CO-BRANDED APPLICATION

The screen shot(s) that follow are examples, solely for purposes of illustration, of the intended look and feel for the Co-Branded Application, as described in Exhibit B, Section 3.e:

33 34 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

EXHIBIT D

OUTBOUND CUSTOMER CONTACTS

1. EMAIL OF ACCOUNT STATUS TO MEMBERS ACQUIRED THROUGH EXCITE@HOME:

a) Excite@Home shall control the look and feel of such emails, which shall be developed in cooperation with e-centives.

2. WELCOME E-MAILS

Source: INVENDA CORP, S-1/A, 8/28/2000

a) A Welcome email will be sent to all Qualified Program Members when they first access the Co-Branded Application, provided that Qualified Program Members are clearly notified concerning the sending of such emails at the time of Co-Branded Application use. All such Welcome emails shall be bound by Excite@Home's security and privacy guidelines. A Welcome email regarding the Co-Branded Application will be sent to all General Program Members.

3. THEMATIC OR SUPPLEMENTAL E-MAILS:

a) Excite@Home shall control the timing, strategy, and look and feel of Thematic and Supplemental emails. Notwithstanding the foregoing, Excite@Home agrees that emails shall be sent at least once per month to at least 50% of the Program Members with at least five (5) merchant offers.

b) Excite@Home shall sell e-centives Thematic or Supplemental emails at no less than e-centives' then current standard or generally available discounted email rates. If Excite@Home does not sell such emails, or all positions within such emails, then e-centives may do so.

c) Excite@Home and e-centives shall share equally all net revenue from such offers, defined as gross revenue minus third-party serving costs, which shall not exceed $0.01 per email piece delivered.

4. RECIPROCAL DATA TRANSFER & REPORTING

a) The parties will allocate the production and sending of emails between them based upon technical considerations to be addressed to both party's mutual satisfaction. In some instances e-centives will produce and send the outbound email pieces, and in other cases Excite@Home will produce and send the outbound email pieces.

b) The determination of which emails shall be sent by which party shall be mutually determined.

34

35 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

c) In all cases, the primary branding on each email will be Excite@Home.

d) Excite@Home will retain full editorial oversight for all mass distribution mailings contemplated under this Agreement, regardless of the sending source.

e) Reporting and per-email recipient activity data is desired by both parties and shall be mutually agreed upon, with both parties agreeing to provide reporting and per-email recipient activity data that is reasonably equivalent to that offered by the other party. Each party shall assume its own costs in both sending outbound email and in providing necessary reporting and data to the other party.

5. COMMUNICATIONS TO PROGRAM MEMBERS WHO OPT OUT OF FIRST-PARTY CONTACT

a) Excite@Home maintains records concerning whether Excite@Home Users have opted in or opted out of receiving contacts from Excite@Home (first-party contacts). From time to time, Excite@Home Users who have opted in to first-party contacts may subsequently elect to opt out of first-party contacts.

b) Excite@Home or a designated agent shall provide notice to Application Provider when Program Members whose User Data records have been licensed to Application Provider opt out of receiving any first-party contacts subsequent to licensing. This notice shall be provided on a schedule and in a format to be mutually agreed upon.

c) Within forty-eight (48) hours of receiving notice that a Program Member has opted out of first-party contact, Application Provider shall:

i) Ensure that future emails to the Program Member do not contain any Excite@Home branding; and

ii) Ensure that future emails do not direct the Program Member to the Co-Branded Application. Application Provider may continue to direct Program Members to http://www.e-centives.com or its subsequent replacement.

Source: INVENDA CORP, S-1/A, 8/28/2000

35 36 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

EXHIBIT E

EXCITE@HOME/APPLICATION PROVIDER NAMED COMPETITORS

Excite@Home Named Competitors -----------------------------

AOL Time Warner Yahoo Go/Infoseek Lycos Snap/NBCi Ebay AltaVista

Application Provider Named Competitors --------------------------------------

CoolSavings.com IQ.com BrightStreet.com ValPak HotCoupons Aduo SuperMarkets Online Coupons.com (Xadvantage) Dash ShoppingList.com

36

37 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

EXHIBIT F

PROMOTION ON EXCITE@HOME NETWORK

1. OFFERS

a) The parties will work together to develop mutually agreed upon modules designed to promote the Co-Branded Application, which may appear on the Excite.com homepage for some Users.

b) At its discretion, Excite@Home may include up to five rotating links on the My Excite Start Page (MESP). At Excite@Home's discretion, Excite@Home may include Excite@Home exclusive e-centives offers, non- exclusive e-centives offers may also get rotation on MESP, or general calls to action to the Co-Branded Application.

c) At Excite@Home's discretion, links may be included in the My Services module. All decisions regarding this module remain Excite@Home's, including but not limited to the name and relative placement of the module on MESP. This module may not remain as a default module on the page over the entire length of the Agreement.

Source: INVENDA CORP, S-1/A, 8/28/2000

d) No e-centives branding of any kind will be present on MESP.

2. OFFER CATEGORIES

a) This Section applies to the publicly accessible narrowband offering from Excite@Home, currently available at http://www.excite.com.

b) Excite@Home intends to use a randomization function to surface offers on MESP in order to provide category specification by user and to support dynamic content delivery for each server-refreshed page view. This technique will support all e-centives categories and personalized user category filtering, but will not support offers that can appear in multiple categories or offer weighting.

c) Of all e-centives implementation links on MESP, any single category can have only one link placement.

d) For a category to be surfaced, there must be three unique offers in that category. The minimum of three offers per category must remain fresh; if more than one week has elapsed without new offers being available then a status message indicating no new offers in the category selected will appear.

e) To prevent multiple appearances of a single offer on one MESP page view, every offer must be tagged to only one e-centives category.

37 38 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

3. USER TYPES

a) Anonymous Users and Excite@Home Members with no personalization of the My Services module:

i) Excite@Home may display two to five links at its sole option. All e-centives categories will be supported, but each category may have at most one link.

b) Excite@Home Members with personalization of the My Services module and/or provision of an e-centives account:

i) Excite@Home may display two to five links at its sole option. All e-centives categories will be supported, but each category may have at most one link per page view.

ii) Category surfacing will be based upon users' submitted preferences.

iii) Excite@Home Members shall retain unilateral control to turn all offer presentments off.

4. IMPLEMENTATION

a) e-centives shall write the necessary application for Excite@Home provided API to automate bulk update of available offers into Excite@Home's Concorde system. The targeted completion date shall be 12-16 weeks from the Effective Date of this Agreement.

b) The placement of e-centives promotional links on the default front page will be implemented in a test mode for a pre-determined period of time. Specific success measures, including increases in the conversion rate of non-Excite@Home-Members to Excite@Home-Members, must be met prior to making the decision to continue default placement.

c) Access to the e-centives organizer will be from links within Member Services and Shopping and potentially other locations as well, at Excite@Home's sole discretion.

38

39 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

EXHIBIT G

Source: INVENDA CORP, S-1/A, 8/28/2000

PAYMENT SCHEDULE: EXEMPLAR

The spreadsheet that follows is an example, solely for purposes of illustration, of the payment provisions set out by Section 7.d.

39 40 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

EXHIBIT H

MAINTENANCE AND TECHNICAL SUPPORT STANDARDS

1. MAINTENANCE

a) Application Provider shall provide, during 6:00 AM - 6:00 PM Pacific Time on Application Provider's normal business days, telephone consulting services to Excite@Home's designated personnel to assist such personnel in resolving problems, obtaining clarification relative to the Co-Branded Application and providing assistance regarding suspected defects or errors in the Co-Branded Application.

b) Application Provider shall also provide after-hours support to Excite@Home. Excite@Home's use of such support shall be confined to calls related to Severity 1 and Severity 2 issues as those terms are defined in this Exhibit I. Application Provider will make all reasonable efforts to respond to Excite@Home's after-hours support requests within the standards set out in this Exhibit I prior to the next business day following receipt of the request.

c) By mutual agreement of the parties, Application Provider shall furnish qualified personnel for on site assistance to Excite@Home to resolve problems and to assist in customization.

d) Application Provider agrees to diligently work to promptly correct defects and errors in the Co-Branded Application. Application Provider agrees to respond to Excite@Home by using a dedicated contact telephone number for each support call.

e) Notwithstanding the foregoing, in the case of a system down condition, (i.e. Severity 1, as defined below) attributable to Application Provider, Application Provider may utilize other means of communication for both reporting of errors and the conditions thereof.

f) Application Provider shall respond to and complete correction of errors, defects and malfunctions, in accordance with the following schedule:

i) SEVERITY 1: Causes data corruption or system crash or Program Members or Excite@Home cannot make effective use of the Co-Branded Application.

ii) SEVERITY 2: Feature does not work as documented, no reasonable work-around exists and Program Members or Excite@Home have a critical need for the feature;

40 41 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

iii) SEVERITY 3 Feature doesn't work as documented, but a reasonable work around exists or Excite@Home or Program Members do not have a critical need for the feature;

iv) SEVERITY 4 Enhancement request.

g) Provided that maintenance calls are received within Application Provider's maintenance hours, Application Provider shall make an initial response to a Severity 1 maintenance call within two (2) hours after receipt. Application Provider shall use best efforts to provide a fix, work around, or to patch Severity 1 bugs within twenty four (24) hours after the bug is replicated by Application Provider and confirmed as a bug by Application Provider.

Source: INVENDA CORP, S-1/A, 8/28/2000

h) Provided that maintenance calls are received within Application Provider's maintenance hours, Application Provider shall make an initial response to Severity 2 maintenance calls within four (4) hours after receipt. Application Provider shall make commercially reasonable efforts to provide a fix or work around for Severity 2 bugs within five (5) business days.

i) Provided that maintenance calls are received within Application Provider's maintenance hours. Application Provider shall make an initial response to Severity 3 maintenance calls within twenty-four (24) hours after receipt. Application Provider shall make reasonable efforts to identify a resolution to Severity 3 bugs within thirty (30) days.

j) Provided that all maintenance calls are received within Application Provider's business hours, Application Provider shall make an initial response to Severity 4 maintenance call within forty-eight (48) hours after receipt. Severity 4 issues will be dealt with on a case-by-case basis and no blanket commitments will be made.

k) Excite@Home shall appoint one (1) person as the principal point of contact for the communication of bugs and errors to Application Provider and for the receipt of bug and error fixes, work arounds and updates, if any. Additionally Excite@Home may appoint another person as a backup of the principal contact.

2. UPTIME GUARANTEE

a) The Co-Branded Application shall not experience more than two outages (unscheduled downtime) of more than two hours during any one month. In addition, the Co-Branded Application shall have at least the following uptime as measured monthly, excluding planned downtime:

i) First six months after launch of the Co-Branded Application: 98.8%.

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42 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

ii) Months 7-12 following launch of the Co-Branded Application: 99.4%.

iii) Remainder of the Term of the Agreement: 99.5%.

b) Application Provider will notify Excite@Home within fifteen (15) minutes of any known and verified unscheduled downtime of the Co-Branded Application and update the status to Excite@Home each and every hour until service is back up. Application Provider will immediately notify Excite@Home when service is restored.

3. SYSTEM PERFORMANCE

a) Latency of any data from the time Application Provider's server receives a request to serve data to the time when Application Provider's server begins to serve such data shall be less than or equal to three seconds, except that latency of login/account creation shall be no greater than five seconds in at least 90% of all cases, and in no case shall PIN presentment be in excess of ten seconds, independent of network or Internet conditions.

b) Throughput of all data being served directly to the end user shall be sustained at least 50Kbits/sec as measured by Excite@Home's monitoring stations in at least 80% of all monitored cases.

4. PERFORMANCE MEASUREMENT

a) Application Provider shall provide outage reports to Excite@Home upon request.

42 43 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

EXHIBIT I

APPLICATION PROVIDERS DATA RESTRICTED NAMED COMPANIES

Source: INVENDA CORP, S-1/A, 8/28/2000

Netcentives MyPoints.com Cybergold beenz.com YesMail Lifeminders Net Creations Double Click 24/7 Net Perceptions Engage Technologies Broadvision Personify Andromedia Befree Linkshare Brodiq Q-Pass Younology

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44 *****Confidential Treatment has been requested for portions of this agreement. The copy file herewith omits information subject to the confidentiality request. Omissions are designated as [*****]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.

*****

Source: INVENDA CORP, S-1/A, 8/28/2000

A:
Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
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