JUNE 14, 1999

EXHIBIT 10.45

ACMECITY INTERACTIVE COMMUNITY AGREEMENT

JUNE 14, 1999

THE PARTIES (AS DEFINED BELOW) INTEND TO COOPERATE TO CREATE A
CO-BRANDED PERSONAL HOME PAGE COMMUNITY WITHIN THE EXISTING ACMECITY COMMUNITY.
THE PURPOSE OF THIS AGREEMENT IS TO SET FORTH THE FOLLOWING MUTUAL
UNDERSTANDINGS BY AND AMONG THE PARTIES RELATED TO THE COMMUNITY (AS DEFINED
HEREIN):

1. PARTIES. AcmeCity ("AcmeCity"), a Delaware LLC and ▇▇▇▇ ▇▇▇ Media, Inc., a
Delaware corporation ("▇▇▇▇ ▇▇▇"). AcmeCity is a joint venture between Warner
Bros. Online ("WB Online") and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.

2. TERM.

(a) The Term of this Agreement shall be 18 months from the date hereof.

(b) AcmeCity shall have one (1) option to renew this Agreement for an
additional successive term of 18 months (the "Option"). The Option shall be
exercised by AcmeCity no later than 60 days prior to the expiration of the Term.

3. THE COMMUNITY. AcmeCity shall create the Community within AcmeCity for ▇▇▇▇
▇▇▇ fans or may create many communities representing various ▇▇▇▇ ▇▇▇ properties
(all of the communities shall be known as the "Community"). The Community is
intended to provide a forum for users who desire to create personal home pages
dedicated to ▇▇▇▇ ▇▇▇ characters, storylines or other ▇▇▇▇ ▇▇▇ Content (as
defined herein)

4. COMMUNITY DEVELOPMENT AND HOSTING. AcmeCity shall provide all site
development, design, production, maintenance, monitoring, hosting and
administrative functionality for the Community. AcmeCity shall have the right to
edit the ▇▇▇▇ ▇▇▇ Content for timing and space considerations. Except as
provided in the previous sentence, AcmeCity may not edit the Content without
▇▇▇▇ ▇▇▇'▇ prior written approval.

5. ▇▇▇▇ ▇▇▇ CONTENT.

(a) ▇▇▇▇ ▇▇▇ shall provide a sufficient supply of ▇▇▇▇ ▇▇▇-branded
elements (e.g. ▇▇▇▇ ▇▇▇ artwork, images, logos, etc.) to AcmeCity for use in the
Community. Such materials shall be made available within 5 business days after a
request from AcmeCity. Such materials shall, in the mutual discretion of
AcmeCity and ▇▇▇▇ ▇▇▇, give the Community a similar look and feel to ▇▇▇▇ ▇▇▇'▇
official web site currently located at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇ ("▇▇▇▇ ▇▇▇ Online").

(b) ▇▇▇▇ ▇▇▇ shall use its best efforts (including good faith
negotiation with Marvel Characters, Inc. to enter into a definitive agreement)
to provide the Community with digital assets related to ▇▇▇▇ ▇▇▇ created comic
characters and stories previously distributed the

1
2

Marvel Comics brand (the "Marvel Assets"). The Marvel Assets shall also include
all artwork and depictions of the principal characters created by Mr. ▇▇▇▇ ▇▇▇
and distributed by Marvel Characters, Inc. or its affiliates. The Marvel Assets
shall only be used for publicity, advertising, public relations, historical or
other related purposes, provided that such usages do not confuse ownership or
source of origin of the Marvel Assets and that such usages are given full
attribution of trademark and copyright to Marvel Characters, Inc. The Marvel
Assets shall be placed in a section of the Community called "history,"
"retrospective" or similar names. WB Online shall decide, in its sole
discretion, to exhibit or use the Marvel Assets, if at all, in the Community.

(c) ▇▇▇▇ ▇▇▇ shall provide a comic industry news section (such section
is currently called the "Stanzine") in the Community. Such section shall be
placed in the "What's New" portion of the Community.

(d) The content listed in paragraphs (a) through (c) of this Section 5
shall be the "▇▇▇▇ ▇▇▇ Content."

(e) The quality and accuracy of the ▇▇▇▇ ▇▇▇ Content shall be solely the
responsibility of ▇▇▇▇ ▇▇▇.

(f) For the duration of the Term, AcmeCity shall have the right to
maintain the ▇▇▇▇ ▇▇▇ Content (as defined herein) in an archive.

6. ▇▇▇▇ ▇▇▇ REPRESENTATIONS, WARRANTIES AND INDEMNITIES.

(a) In addition to the warranties contained in the AcmeCity Standard
Terms and Conditions and without limiting the generality thereof, ▇▇▇▇ ▇▇▇
represents and warrants that the creation of a section in AcmeCity relating to
▇▇▇▇ ▇▇▇ which contains Marvel Assets or authorizes third parties to use Marvel
Assets in a personal web space as contemplated by the limitations detailed in
Section 5(b) of this Agreement (i) shall not infringe, violate or misappropriate
any copyright or trademark of, violate any agreement with, or otherwise violate
or infringe on any rights of the kind or nature of, Marvel Characters, Inc., its
affiliates or any third party; and (ii) shall not violate the terms of any
agreement between ▇▇▇▇ ▇▇▇ Media, Inc., Mr. ▇▇▇▇ ▇▇▇, or any affiliate of
either, on one hand and Marvel Characters, Inc. or its affiliates, on the other.
▇▇▇▇ ▇▇▇ further represents and warrants that it has all rights necessary to
grant to AcmeCity the rights granted hereunder and all rights necessary to grant
to AcmeCity the rights to exhibit, display or utilize Marvel Assets in any
manner consistent with this Agreement.

(b) In addition to the indemnities contained in the AcmeCity Standard
Terms and Conditions and without limiting the generality thereof, ▇▇▇▇ ▇▇▇
further agrees to defend, indemnify and hold WB Online and any of its owners,
principals, employees, licensees, sole proprietors, partners, officers,
directors, shareholders, agents, affiliates, successors, assigns, and
representatives harmless from and against all claims, liability and expense
(including reasonable attorneys' fees and costs) arising out of or relating to
the use or display of any part of the Marvel Assets in accordance with this
Agreement and any negligent act, misfeasance, or nonfeasance by ▇▇▇▇ ▇▇▇ or any
of its agents, contractors, servants, employees, or licensees or the breach or

2
3

alleged breach of ▇▇▇▇ ▇▇▇'▇ representations, warranties or agreements herein.
At WB Online's request, ▇▇▇▇ ▇▇▇ shall provide a defense for WB Online in any
such action or proceeding, actual, threatened, or potential (or, at WB Online's
election, reimburse WB Online for reasonable fees and costs of WB Online's own
counsel).

7. COMMUNITY CONTENT.

(a) All content created for and provided to the Community shall conform
to the AcmeCity standard terms and conditions as listed in Exhibit A attached
hereto and shall be subject to the approval of both AcmeCity and ▇▇▇▇ ▇▇▇.

(b) All content created by third party users or AcmeCity in the
Community, except for the ▇▇▇▇ ▇▇▇ Content, shall be and shall remain the
property of AcmeCity after the termination of this Agreement.

8. ADVERTISING.

(a) WB Online shall control and sell all advertising inventory within
the Community.

(b) WB Online shall pay ▇▇▇▇ ▇▇▇ fifty percent (50%) of the Net
Advertising Revenue (as defined herein) derived from the Community on a
quarterly basis. "Net Advertising Revenue" shall be defined as the amount
remaining after deducting from the Gross Advertising Revenue (as defined herein)
a 30% sales and ad serving fee, a 10% hosting fee, a 10% policing and monitoring
fee and a 10% design, production, and maintenance fee. "Gross Advertising
Revenue" shall be defined as all monies actually received by WB Online in
connection with sales or sponsorships of advertisements on Community pages.

(c) AcmeCity acknowledges that some of the Content will be associated
with certain sponsorships. AcmeCity shall act in good faith and use commercially
reasonable efforts to use such sponsorships in the Community. In no event,
however, shall AcmeCity, due to such sponsorships, be prohibited from selling
advertising anywhere within the Community.

(d) ▇▇▇▇ ▇▇▇ shall have the option to sell advertising inventory in the
Community under the following conditions:

(i) ▇▇▇▇ ▇▇▇ shall provide WB Online with 60 days written notice
of its intention to sell advertising inventory in the Community;
and

(ii) ▇▇▇▇ ▇▇▇ shall receive the written approval of WB Online
sales and advertising staff regarding advertising terms and
conditions including, but not limited to, CPM, the number of
guaranteed impressions, the length of advertising deals and
other client considerations.

In the event that ▇▇▇▇ ▇▇▇ is not able to provide WB Online with such 60
day written notice and still desires to sell advertising inventory in the
Community, ▇▇▇▇ ▇▇▇ must receive

3
4

WB Online's written approval of such transaction in advance and such approval
may be withheld in the sole discretion of WB Online.

9. PROMOTIONS.

(a) AcmeCity shall promote the Community as follows:

(i) The Community will be AcmeCity's featured community of the
day for at least four days over a two week period following the
Community launch (the "Launch"). Featured community promotion will
include a home page icon, and a prominently placed, above-the-fold text
tout. Following the two week period after Launch, the Community will be
included in the general AcmeCity featured community rotation.

(ii) Images from the Community will be included in the general
rotation of images displayed within the circular graphic located in the
center of the AcmeCity home page.

(iii) Within two weeks following the Launch, the Community shall
be featured in a special edition AcmeCity newsletter distributed to all
registered users of AcmeCity.

(iv) Subject to available content, AcmeCity will develop and
produce a ▇▇▇▇ ▇▇▇ streaming media page for inclusion in the Community,
and make commercially reasonable efforts to gain linkage to the page
from MSN's streaming video guide.

(v) The Community shall include a link to the ▇▇▇▇▇▇▇.▇▇▇ site
from all "What's New," "Explore," and "Community" main screen pages.

(b) ▇▇▇▇ ▇▇▇ shall promote the Community as follows:

(i) ▇▇▇▇ ▇▇▇ shall use its best efforts to provide a guaranteed
amount of marketing consideration within ▇▇▇▇ ▇▇▇'▇ affiliated online
sites and via related offline ▇▇▇▇ ▇▇▇ initiatives promoting the
Community. Such marketing consideration shall be detailed on Exhibit A
attached hereto.

(ii) Mr. ▇▇▇▇ ▇▇▇, the individual, shall use his best efforts to
provide a guaranteed level of online and offline marketing consideration
through the inclusion of the AcmeCity Community URL in offline
publications, appearances (if any), special autographed merchandise,
broadcast programs, and online chats and other promotions. Such
marketing consideration shall be detailed on Exhibit B attached hereto.

(iii) ▇▇▇▇ ▇▇▇ and Mr. ▇▇▇▇ ▇▇▇ shall provide the virtual
character now known as "▇▇▇▇ 2.0" to the Community for marketing and
promotion surrounding the launch of the Community and on a weekly basis
throughout the Term. "▇▇▇▇ 2.0" shall be exclusive to

4
5

the Community for 60 days from the initial appearance of "▇▇▇▇ 2.0."

10. LINKS.

(a) ▇▇▇▇ ▇▇▇ shall provide above-the-fold linkage from prominent
locations within ▇▇▇▇ ▇▇▇ Online to the Community, including, but not limited
to, the ▇▇▇▇ ▇▇▇ Online home page and the ▇▇▇▇ ▇▇▇ navigation bar, if any.

(b) ▇▇▇▇ ▇▇▇ shall provide above-the-fold default linkage from prominent
locations in all other ▇▇▇▇ ▇▇▇ web sites, including, but not limited to, all
sites officially associated with ▇▇▇▇ ▇▇▇.

11. EXCLUSIVITY. AcmeCity shall serve as the exclusive provider of personal
home page services for ▇▇▇▇ ▇▇▇ and its affiliates and shall have
exclusive access among all personal home page providers for ▇▇▇▇ ▇▇▇ and
all ▇▇▇▇ ▇▇▇ properties.

12. E-COMMERCE RIGHTS.

(a) WB Online shall be responsible for sales and fulfillment of any
premium Community services (e.g. the purchase of additional memory for a
personal home page) or Community merchandise. WB Online shall pay ▇▇▇▇ ▇▇▇
twenty percent (20%) of the net revenue derived from the sale of such products.
Net revenue shall be calculated by subtracting all costs and expenses of WB
Online or AcmeCity associated with such sale, including, but not limited to,
costs of goods sold, costs of fulfillment, and costs of hosting of personal home
pages.

(b) ▇▇▇▇ ▇▇▇ shall be responsible for sales and fulfillment of all goods
and services within the Community relating to ▇▇▇▇ ▇▇▇ products and any other
▇▇▇▇ ▇▇▇-based merchandise (the "Products"). ▇▇▇▇ ▇▇▇ shall pay WB Online twelve
and one-half percent (12.5%) of the gross revenue derived from such sales
regardless of whether such sales are completed online or by other means.

(c) If ▇▇▇▇ ▇▇▇ does not source the Products then ▇▇▇▇ ▇▇▇ shall pay
AcmeCity fifty percent (50%) of all revenue it receives from sale of the
Products if such sale was due to traffic driven from the Community or WB Online.

(d) ▇▇▇▇ ▇▇▇ shall pay AcmeCity fifty percent (50%) of all revenue it
receives from the sale of comic books (or similar items) through Next Planet
Over or another third party entity if such sale was due to traffic driven from
the Community or WB Online.

13. PUBLICITY. AcmeCity and ▇▇▇▇ ▇▇▇ shall issue a joint press release
announcing this

5
6

transaction. Each Party shall approve any and all press releases before they are
issued. Any subsequent release concerning this transaction shall be approved by
both Parties before it is issued.

14. MISCELLANEOUS:

(a) International Version of the Community. All of the terms herein
shall apply to both the domestic and the international version of the Community.
The international version of the Community shall mean both international user
access to English-based content and local language versions of the Community in
foreign languages.

(b) Ownership of Demographic Data. AcmeCity and ▇▇▇▇ ▇▇▇ shall each own
a one-half undivided interest in the demographic data registered in the
Community. Use of such names shall be limited by the AcmeCity standard terms and
conditions or the reasonable approval of WB Online and ▇▇▇▇ ▇▇▇.

(c) Forms of Distribution. All of the terms and conditions contained in
this agreement shall be applicable if the Community is distributed on the
internet or via commercial online services and delivered to the user through any
means or media, whether now known or hereinafter devised, including, but not
limited to, narrowband, broadband and wireless distribution, throughout the
universe and in any and all languages.

(d) Entire Agreement. This Agreement and its exhibit contain the entire
agreement between the Parties and may not be modified, amended or changed except
by written instrument signed by duly authorized executives of each Parties and
designated as an amendment

(e) Waiver. The failure by any Party at any time to require performance
by any other Party or to claim a breach of any provision of this Agreement shall
not be construed as affecting any subsequent breach or the right to require
performance or to claim a breach with respect thereto.

(f) Construction. The Parties agree that this Agreement was fully
negotiated by the Parties and, therefore, no provision of this Agreement shall
be interpreted against any Party because such Party or its legal representative
drafted such provision.

(g) Notices. Any notice or other communication hereunder must be given
in writing and (a) delivered in person, (b) transmitted by facsimile or
telecommunications mechanism or (c) mailed by certified or registered mail,
postage prepaid, receipt requested, to the addresses set forth below:

Warner Bros. Online
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: General Counsel

6
7

▇▇▇▇ ▇▇▇ Media
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Chief Operating Officer

(h) Counterparts. This Agreement may be executed in counterparts and
each shall be deemed an original.

(i) Facsimile Signatures. This Agreement may be executed by facsimile
signature.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

7
8

THE PARTIES INDICATE THEIR AGREEMENT TO THE FOREGOING BY SIGNING IN THE SPACE
PROVIDED BELOW.

"ACMECITY"

By: WARNER BROS. ONLINE
Its: Manager

_/s/ ▇▇▇ ▇▇▇▇▇▇▇▇
By: ▇▇▇ ▇▇▇▇▇▇▇▇
Its: President
_/s/ ▇▇▇▇ ▇▇▇▇▇▇

By: ▇▇▇▇ ▇▇▇▇▇▇
Its: Vice President of Planning,
Development & Administration

"▇▇▇▇ ▇▇▇ MEDIA, INC.",
a Delaware corporation

_/s/ Gill Champion
By: Gill Champion
Its: Chief Operating Officer

8
9

EXHIBIT A

Marketing Consideration to be Provided by ▇▇▇▇ ▇▇▇ Media, Inc.

▇▇▇▇ ▇▇▇ Media, Inc. shall use its best efforts to provide offline ▇▇▇▇
▇▇▇ initiatives promoting the Community. Such marketing consideration shall
include, but not be limited to:

1. Promotional inserts in poly-bagged comic collectibles distributed
through between 2,000 and 25,000 mini-marts around the United States
over the term of the agreement.

2. Print advertisements in comic book and related mass market magazines.

3. Direct mailings to comic book enthusiasts around the world.

4. In-store promotions in comic book stores.

5. Regular media support though all news releases, interviews and articles
relating to Mr. ▇▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇ media.

6. Promotion of the Community in future advertising and packaging for
ancillary media products. For example, the AcmeCity URL would be
included in the screen credits for a feature film or television show and
on the cover art for any related soundtracks or music related products.

7. Promotion of the Community in future advertising and packaging for
ancillary products. For example, the AcmeCity URL would be included in
the packaging and cover art for ancillary merchandising products such as
action figures, t-shirts, etc.

EXHIBIT B

Mr. ▇▇▇▇ ▇▇▇, the individual, shall use his best efforts to provide a
guaranteed level of online and offline marketing consideration through the
inclusion of the AcmeCity Community URL in offline publications, appearances at
Siggraph, Comicon San Diego, Comic Action Show in Essen, Germany, among others,
and all other appearances ▇▇▇▇ shall attend, special autographed merchandise
designed in association with Acme City, broadcast programs including ZD TV,
Entertainment Tonight, and online chats and other promotions. In addition, if
Mr. ▇▇▇▇ ▇▇▇ prepares any sort of fan newsletter (either online or offline), Mr.
▇▇▇▇ ▇▇▇ will include some information about the Community including the
AcmeCity URL.

11
ACMECITY STANDARD TERMS AND CONDITIONS

1. GENERAL SCOPE OF AGREEMENT: The specific services provided by ▇▇▇▇ ▇▇▇ to WB
Online and ACME City (Collectively "WB Online") pursuant to this Agreement are
set forth in the attached agreement (the "Agreement"). In the event of conflict
between these Standard Terms and Conditions and the terms in the Agreement, the
terms set forth in the Agreement shall govern with respect to the conflicting
term only. Any terms not specifically defined herein shall be defined as set
forth in the Agreement, which is incorporated herein by reference.

2. CONTENT RESTRICTIONS: The Content or the information collected under this
Agreement (the "Information") shall not contain anything that, in WB Online's
sole judgment, may be in bad taste or in violation of law, may constitute libel
or slander, may be inconsistent with WB Online's public image, may fail to meet
community standards regarding obscenity or indecency, or may tend to bring
disparagement, ridicule, or scorn upon WB Online. If notified of allegedly
infringing, defamatory, damaging, obscene, illegal, or offensive material, WB
Online may (but shall not be required to) investigate the allegation and
determine in good faith and at its sole discretion whether to remove, or to
request that ▇▇▇▇ ▇▇▇ cease dissemination of the Content or use of the
Information. If ▇▇▇▇ ▇▇▇ refuses such request, WB Online may, at its sole
discretion and without prejudice to any other rights WB Online may have against
▇▇▇▇ ▇▇▇, immediately remove the Content or stop providing the Information or
terminate this Agreement. WB Online shall not be liable for any damages incurred
by ▇▇▇▇ ▇▇▇ because of any such action. WB Online may, at its sole discretion,
place on any Web home page, or on any other graphical or non-graphical
interface, an on-screen disclaimer that limits WB Online's responsibility for
the Content or the Information.

3. GENERAL OBLIGATIONS OF ▇▇▇▇ ▇▇▇: ▇▇▇▇ ▇▇▇ shall:

1. Promptly comply with all laws, ordinances, orders, rules,
regulations, and requirements of all federal, state, and municipal
governments and appropriate departments, commissions, boards, and
offices thereof, at its sole cost and expense;

2. Pay promptly when due all obligations incurred directly or indirectly
in connection with this Agreement and with any operations in connection
with Web home pages, Web Sites, or any other Internet graphical or
non-graphical interfaces, including but not limited to all taxes and
assessments and all accounts and other indebtedness of every kind and
character incurred by or on behalf of ▇▇▇▇ ▇▇▇ in connection with any
operations in connection with Web home pages, Web Sites, or any other
Internet graphical or non-graphical interfaces.

4. DEFAULT: Either party shall be in default of this Agreement if it breaches
any material provision hereof and fails within 10 days after receipt of notice
of default to correct such default, or to commence corrective action and proceed
with due diligence to correct such default, or it becomes insolvent, makes an
assignment for the benefit of its creditors, a receiver is appointed or a
petition in Bankruptcy is filed with respect to the party and is not dismissed
within 30 days. Either party may terminate this Agreement at any time after a
party is in default of this Agreement.

5. OWNERSHIP AND USE OF URLS AND MEMBER DATA. WB Online shall have the exclusive
right to own, control, maintain and use any and all user traffic throughout the
Community and URLs or other names, designs or branding established for the
Community (excluding designs or trademarks owned by ▇▇▇▇ ▇▇▇). WB Online shall
be entitled to own, report and claim as its own all traffic, visitors to the
Community web site and registered users (if any) within the Community.

6. WARRANTY: ▇▇▇▇ ▇▇▇ represents and warrants that the use of the Content by WB
Online: complies with all applicable laws and regulations; does not require any
payment, accordance of credit or the performance of any other obligations by WB
Online to any third party; does not infringe or misappropriate any copyright,
trademark, patent, the trade secrets or any other rights of any third persons,
or otherwise violate this Agreement. If notified of any claim to the contrary,
WB Online may, at its sole discretion, remove or request the removal of the
subject material.

7. INDEMNIFICATION: ▇▇▇▇ ▇▇▇ shall defend, indemnify and hold WB Online and any
of its owners, principals, employees, licensees, sole proprietors, partners,
officers, directors, shareholders, agents, affiliates, successors, assigns, and
representatives harmless from and against all claims, liability and expense
(including reasonable attorneys' fees and costs) arising out of or relating to
the use or display of any part of the Content and any negligent act,
misfeasance, or nonfeasance by ▇▇▇▇ ▇▇▇ or any of its agents, contractors,
servants, employees, or licensees or the breach or alleged breach of ▇▇▇▇ ▇▇▇'▇
representations, warranties or agreements herein. At WB Online's request, ▇▇▇▇
▇▇▇ shall provide a defense for WB Online in any such action or proceeding,
actual, threatened, or potential (or, at WB Online's election, reimburse WB
Online for reasonable fees and costs of WB Online's own counsel). WB Online
shall defend, indemnify and hold ▇▇▇▇ ▇▇▇ and any of its owners, principals,
employees, licensees, sole proprietors, partners, officers, directors,
shareholders, agents, affiliates,

1
12

successors, assigns, and representatives harmless from and against all claims,
liability and expense (including reasonable attorneys' fees and costs) arising
out of or relating to the use or display of any part of the Content and any
negligent act, misfeasance, or nonfeasance by WB Online or any of its agents,
contractors, servants, employees, or licensees or the breach or alleged breach
of WB Online's representations, warranties or agreements herein. At ▇▇▇▇ ▇▇▇'▇
request, WB Online shall provide a defense for ▇▇▇▇ ▇▇▇ in any such action or
proceeding, actual, threatened, or potential (or, at ▇▇▇▇ ▇▇▇'▇ election,
reimburse ▇▇▇▇ ▇▇▇ for reasonable fees and costs of ▇▇▇▇ ▇▇▇'▇ own counsel).

8. INDEPENDENT CONTRACTORS: The relationship of ▇▇▇▇ ▇▇▇ and WB Online
established by this Agreement is that of independent contractors, and nothing
contained in this Agreement shall be construed to give either party the power to
direct and control the day-to-day activities of the other, constitute the
parties as partners, joint venturers, co-owners or otherwise as participants in
a joint or common undertaking, or allow either party to create or assume any
obligation on behalf of the other party for any purpose whatsoever. All
financial obligations associated with each party's business are the sole
responsibility of that party.

9. CONFIDENTIALITY: The parties acknowledge that by reason of their relationship
to each other hereunder, each shall have access to certain information and
materials concerning the other's business, plans, customers, technology and
products that is confidential and of substantial value to that other party,
which value would be impaired if such information were disclosed to third
parties ("CONFIDENTIAL INFORMATION"). Confidential Information of ▇▇▇▇ ▇▇▇ shall
include, without limitation, the technical parameters of the Service provided by
▇▇▇▇ ▇▇▇ whether or not so marked. Confidential Information of WB Online
includes without limitation, the technical parameters of the Service provided by
whether or not so marked, and all business related information with regard to
the organization of Entertaindom, WB Online and any of its designees or
affiliates. Each party agrees that it shall not use in any way, for its own
account or the account of any third party, except as expressly permitted by this
Agreement, nor disclose to any third party, any such Confidential Information
revealed to it by the other party and shall take every reasonable precaution to
protect the confidentiality of such information. Each party agrees not to
disclose any financial terms or specific clauses of this Agreement to any third
party without the other's written consent in its sole discretion, except as
required by securities or other applicable laws and to such party's accountants,
attorneys and other professional advisors, in which case each party shall notify
the other party of such disclosure in writing.

10. ASSIGNMENT OR TRANSFER: This Agreement is non-assignable by ▇▇▇▇ ▇▇▇. This
Agreement may be assigned freely by WB Online to any entity of Time Warner,
Inc., Warner Bros. or Warner Bros. Online, or to any entity of which Time
Warner, Inc., Warner Bros. or Warner Bros. Online owns a substantial interest.
Such assignment shall be binding upon the undersigned and inure to the benefit
of such assignee and such assignment shall be deemed a novation forever
releasing and discharging WB Online from any further liability or obligation to
▇▇▇▇ ▇▇▇.

11. NO WAIVER: The waiver by the parties of any breach or default, or series of
breaches or defaults, of any term, covenant, or condition herein shall not be
deemed a waiver of any subsequent or continuing breach of default of the same or
any other term, covenant, or condition contained in this Agreement. No such
waiver shall be effective unless set forth in a writing signed by the party
being charged with the waiver.

12. NO GUARANTEE: Except as set forth in the Agreement, WB Online does not
represent, warrant, or guarantee that WB Online will use the Content or that
▇▇▇▇ ▇▇▇ will receive or experience any revenues or profits in connection with
the use of the Content with the Community. If WB Online decides to use the
Content, it may decide to remove the Content at anytime for any reason without
any liability to ▇▇▇▇ ▇▇▇ except for payments previously incurred and due under
this Agreement.

13. STATEMENTS: If required pursuant to the Agreement, WB Online will provide
statements within 45 days after the close of the applicable calendar quarter.

14. AMENDMENT OR MODIFICATION: This Agreement may not be amended, modified,
enlarged, altered, or changed in any way except by a subsequent written
agreement signed by all parties to this Agreement.

15. SURVIVAL OF COVENANTS: The covenants relating to payment, liability and
indemnification with respect to any provision of this Agreement shall survive
any expiration, cancellation, or termination of the Agreement.

16. SEVERABILITY: If any term, provision, covenant, or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the terms, provisions, covenants, or
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired, or invalidated; provided, however, that in the
event any part hereof relating to the payment of fees to WB Online is for any
reason declared invalid or unenforceable, WB Online shall have the option of
immediately terminating this Agreement upon written notice to ▇▇▇▇ ▇▇▇.

17. FORCE MAJEURE: WB Online and ▇▇▇▇ ▇▇▇ shall be excused from performance
hereunder to the extent that performance is prevented, delayed, or obstructed by
causes beyond WB Online's or ▇▇▇▇ ▇▇▇'▇ reasonable control, including but not
limited to Acts of God (fire, storm, floods, earthquakes, etc.), civil
disturbances, disruption of telecommunications or other essential services, or
interruption or termination of service by an Internet access ▇▇▇▇ ▇▇▇ being used
by WB Online to link to the Internet. In the event of an interruption or
termination of service by the Internet access provider being used by WB Online
to link to the Internet, WB Online shall take reasonable measures to obtain
alternate access to the Internet, but shall not be liable for any damages to
▇▇▇▇ ▇▇▇ caused by any disruption in service.

18. MISCELLANEOUS:

1. Governing Law: This Agreement shall be deemed to have been negotiated
and entered into, and shall be construed in accordance with the laws of
the State of California and of the United States applicable to
agreements which are fully negotiated, signed and performed within such
state. All actions, proceedings or litigation brought by ▇▇▇▇ ▇▇▇
against WB Online shall be instituted and prosecuted solely within the
State of California. ▇▇▇▇ ▇▇▇ hereby consents to the jurisdiction of the
state courts of California and the federal courts located in the Central
District of the State of California as to any matter arising out of or
relating to this Agreement.

2. Illegality: Nothing contained herein shall require the commission of
any act or the payment of any compensation which is contrary to law, and
if there shall exist any conflict between any provision contained herein
and any such law, the latter shall prevail.

19. ENTIRE AGREEMENT: This Agreement and the attached Agreement, which is hereby
incorporated by reference, expresses the entire agreement between WB Online and
▇▇▇▇ ▇▇▇ and shall replace and supersede all prior arrangements and
representations, either oral or written, as to the subject matter hereof.

JUNE 14, 1999

Document Metadata

Document Metadata

Table of Contents