EXHIBIT 10(7)
SOFTWARE LICENSE AGREEMENT
This SOFTWARE LICENSE AGREEMENT ("Agreement") is entered into effective as
of July 16, 1999 (the "Effective Date"), between CORTEXT LTD., an Israeli
company, of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ("Cortext") and PLANET
COMMUNICATIONS LTD., an Israeli company of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇
("Planet") on the one hand, and VIRTUAL COMMUNITIES, INC., a Delaware
corporation, of ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Licensee") and any
of Licensee's subsidiaries that subsequently execute this Agreement, on the
other hand:
Background
A. CORTEXT created certain web publishing tool kit software (the "Tool
Kit"). CORTEXT. Cortext and Planet, (hereinafter jointly referred to as
"Licensor,") each have fifty percent (50%) ownership of the Tool Kit, including
all and any part of its enabling technologies and any improvements or Licensor
Derivative Works thereto and any part or detail thereof (collectively, the
"Magazine Software").
B. Licensee desires to obtain a license, with the limited right to
sublicense, to the Magazine Software and Licensor desires to grant such a
license and provide ancillary services, all subject to the terms and conditions
set forth in this Agreement.
NOW THEREFORE, the parties agree as follows:
1. DEFINITIONS.
1.1. "Derivative Work" shall mean a "derivative work" or "compilation"
within the meaning of such terms under the U.S. Copyright Act (17 U.S.C. (S) 101
et seq.), which meaning is as follows: a "derivative work" is a workbased upon
one or more preexisting works, such as a translation, abridgment, condensation,
or any other form in which a work may be recast, transformed, or adapted, or a
work consisting of editorial revisions, annotations, elaborations, or other
modifications which, as a whole, represent an original work of authorship; and a
"compilation" is a work formed by the collection and assembling of preexisting
materials or of data that are selected, coordinated, or arranged in such a way
that the resulting work as a whole constitutes an original work of authorship,
and including collective works.
1.2. "Proprietary Rights" shall mean, collectively, Patents, Trade
Secrets, Copyrights, moral rights, trade names, rights in trade dress, and all
other intellectual property rights and proprietary rights, whether arising under
the laws of the United States or any other state, country or jurisdiction,
including all rights or causes of action for infringement or misappropriation of
any of the foregoing, now existing or hereafter developed during the term of
this Agreement. For purposes of this Agreement: (a) "Patents" shall mean all
patent rights and all right, title and interest in all patent applications,
letters patent or equivalent rights and applications, including any reissue,
extension, division, continuation, or continuation-in-part
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applications throughout the world; (b) "Trade Secrets" shall mean all right,
title and interest in all trade secrets and trade secret rights arising under
common law, state law, federal law or laws of foreign countries and (c)
"Copyrights" shall mean all copyrights, and all right, title and interest in all
copyrights, copyright registrations and applications for copyright registration,
certificates of copyright and copyrighted interests throughout the world, and
all right, title and interest in related applications and registrations
throughout the world.
1.3. "Permitted Subsidiaries" shall mean Virtual Communities Israel
Ltd. and V.C.I Internet Properties Ltd. or any company majority owned by
Licensee, which manages and operates VCI's web communities and for as long as it
is a subsidiary of VCI or manages and operates VCI's web communities,
respectively.
1.4. "Content Partner" shall mean an entity with whom the Licensee has
entered into a written agreement for the use of the entity's content on one of
the Licensee's online communities for as long as it is a Content Partner of
Licensee.
2. LICENSE.
2.1 Subject to Licensee's compliance with the terms and conditions of
this Agreement, Licensor grants to Licensee, and Licensee accepts from Licensor,
a worldwide, transferable, perpetual, sublicenseable as provided in Section
2.2below, royalty-free, non-exclusive license under all of Licensor's
Proprietary Rights in the Magazine Software to use the Magazine Software in
object or source code form to:
(i) Reproduce, modify, adapt, customize, translate into foreign
languages, combine or integrate with other software and/or content, and create
Derivative Works from all or any portion or portions of the Magazine Software.
(ii) Perform, publicly display, distribute, or otherwise make
available all or any portion or portions of the Magazine Software alone or in
combination with other software and/or content; and
(iii) Reproduce and otherwise use all or any portion or portions of the
Magazine Software for the sole purpose of back-up, archival, maintenance, and
technical support purposes.
2.2 Pursuant to the terms and conditions of this Agreement, Licensee
shall be allowed to sublicense royalty-free the Magazine Software only to
Permitted Subsidiaries and Content Partners only for such parties' use to
create, format, adapt, distribute, or otherwise prepare and provide content for
and to Licensee's, Permitted Subsidiaries' and Content Partners' Web sites. In
the case of Content Partners, Licensee shall not sublicense the Magazine
Software to a Content Partner for Content Partner's use of the same on any site
other than the Content Partner's web site which is the subject of the written
agreement between Licensee and such Content Partner, and only in the event
Licensee remits to Cortext a license fee on behalf of such Content Partner in
the same manner as set forth for Third Parties as such term is defined below in
section3(a)(i). Notwithstanding the same, Licensee shall not be required to pay
a license fee on behalf of a Content Partner which receives a sublicense from
Licensee for use of the Magazine Software solely for the purpose of enabling the
Content Partner to manipulate its content on one or more of Licensee's web
communities.
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3. RESTRICTIONS.
(a) RESALE.
(i) The Magazine Software shall only be used by Licensee, its
Permitted Subsidiaries and Content Partners, and shall not be sold or
transferred by Licensee, Permitted Subsidiaries, or Content Partners except that
Licensee may distribute the Magazine Software to third parties ("Third Parties")
pursuant to the terms contained in the Licensor's standard End User License
Agreement and for standard license fees for the then current version and release
of the Magazine Software. Licensor agrees to provide Licensee promptly upon
request with the then current version and release of the Magazine Software, and
any applicable documentation, all in the form and on the media requested.
Licensor agrees that the terms and conditions of such End User License Agreement
for Third Parties shall be usual and customary and in all events reasonable,
including obligating Licensor to provide upgrades, debugging, troubleshooting,
and other reasonable support of Third Party end users. Licensee shall remit to
Cortext any license fees collected, less a commission of twenty percent (20%) of
each standard license fee, within thirty (30) days of Licensee's receipt of such
license fees.
(ii) Prior to distributing the Magazine Software to a Third Party
other than Permitted Subsidiaries or Content Partners, Licensee shall first
provide Licensor with the name of the party to whom the Licensor wishes to
distribute the Magazine Software. Licensor shall have a period of five (5)
business days from the date it receives notice of Licensee's notice of its
intention to distribute the Magazine Software to object to the Licensee's sale
of the Magazine Software to such Third Party for the sole reason that such Third
Party was a Potential Client of the Licensor. For the purposes of this
Agreement, a "Potential Client" means an entity with whom Licensor has
previously discussed or entered into negotiations regarding the purchase of
Magazine Software and to whom Licensor has provided written materials regarding
Magazine Software and such Potential Client has not indicated to Licensor that
it has chosen not to acquire Magazine Software. Licensor's failure to notify the
Licensee of its objection to a Third Party shall entitle the Licensee to
distribute the Magazine Software to such Third Party. Licensor and/or entities
authorized by Licensor to market and sell its software products, shall not use
information provided to Licensor from Licensee regarding such Third Parties to
contact the same.
(iii) Prior to distributing the Magazine Software to a Third Party,
Licensee shall also obtain from Licensor the current price for the Magazine
Software.
(b) MARKINGS.
Licensee undertakes to ensure that all titles, trademarks, copyright
notices and other proprietary markings placed by Licensor shall be reproduced on
all permitted copies of the Magazine Software. In no event shall Licensee
remove, or permit others to remove, such titles, trademarks, copyright notices
or other proprietary markings.
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4. PROPRIETARY MATTERS.
(a) OWNERSHIP.
Licensee acknowledges that, as between Licensor and Licensee, the Magazine
Software, including all Proprietary Rights with respect thereto, are, and at all
times will be, the sole property of Licensor. It is agreed and acknowledged
that, any Derivative Works made by Licensee, including all Proprietary Rights
with respect thereto, based on or using Magazine Software, shall be at all times
will beowned by Licensor unless such Derivative Work is materially different
than the Magazine Software (hereinafter referred to as "Licensee Derivative
Works"), in which case the ownership thereof shall joint between Licensor and
Licensee, however, any Licensee Derivative Work shall include an acknowledgement
that such Licensee Derivative Work is based on the Magazine Software and in the
event of the distribution of a Licensee Derivative Works by Licensee, Licensee
shall remit to Cortext the higher of a) the standard license fee for the
Magazine Software on which the Licensee Derivative Works are based and b) 10% of
the price received by the Licensee from the license of Licensee Derivitive Work.
The license or sale by the Licensee of a Derivitive Work shall be subject to the
same terms as set forth in section 3(a) herein. (b) Licensee hereby grants to
Licensor an irrevocable, transferable, worldwide, perpetual, royalty free, non-
execlusive license to use the Licensee Derivative Works provided that all terms
and conditions of this agreement shall apply mutatis mutandi.
(b) CONFIDENTIAL INFORMATION.
Licensor and Licensee acknowledge that, in the course of dealings
between the parties, each party will acquire information, identified as
confidential, about the other party, its business activities and operations, its
technical information and trade secrets, of a highly confidential and
proprietary nature. Each party will hold such information, which is identified
as being confidential as well as the terms of this Agreement in strict
confidence and will not disclose or reveal the same to third parties except for
any information generally available to or known to the public, independently
developed outside the scope of this Agreement, lawfully disclosed by a third
party, or required to be disclosed to a tribunal, provided that in the case of
required disclosures to tribunals, the receiving party will notify the
disclosing party prior to such disclosure to allow the disclosing party to
obtain protective orders maintaining the confidentiality of such information.
Notwithstanding the foregoing, Licensee and any third party having the right to
use the Magazine Software from Licensee pursuant to this Agreement shall not be
prohibited from using the Magazine Software in the intended operational
environment, including but not limited to where the operation of same may be
observed by persons other than Licensee or any Third Party having the right to
use the Magazine Software from Licensee pursuant to this Agreement.
5. MAINTENANCE AND TECHNICAL SUPPORT SERVICES.
(a) SUPPORT
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For a period of one year following the completion of Milestone 3 set
forth in Appendix B, Licensor shall use its best efforts to provide Licensee
with support services for the Magazine Software for Licensee's use and for
Licensee's provision of support services to Permitted Subsidiaries, Content
Partners and Third Parties, as outlined in Exhibit A. However, Licensee shall be
responsible for implementing and integrating the Magazine Software into
Licensee's web sites, its Content Partner's web sites and the sites of Third
Parties to whom Licensee distributes the Magazine Software and for providing
support services to such parties.
(b) SUPPORT FEES.
Licensee shall be entitled to the support services set forth in
Exhibit A for no charge during the first year of the use of the Magazine
Software. Commencing with the second year of the use of the Magazine Software,
Licensee shall pay Cortext an hourly fee for support services it requires
according to Cortext's standard fees for such services. Licensee shall also pay
Cortext a yearly fee in the amount of $2,500 for upgrades to the Magazine
Software which shall be available for the use of Licensee, its Permitted
Subsidiaries, Content Partners and Third Parties to whom Licensee has
distributed the Magazine Software; provided, however, that the web sites of such
parties are situated on a Licensee server. Content Partners who have been
licensed the Magazine Software for use on their own web sites and Third Parties
whose sites do not reside on a Licensee server shall pay directly to Cortext a
yearly support fee, in an amount equal to 5% of the then current price for a
Magazine Software, entitling them to standard support services and upgrades for
the Magazine Software. In the event such Content Partners and Third Parties wish
to receive additional support services from Cortext beyond those provided by it
pursuant to its standard support services policy, Cortext shall provide the same
at it's then standard charges for the same. In the event that "on site" support
is required, such parties shall pay, in addition, all pre-approved travel and
lodging expenses.
(c) DEVELOPMENT SERVICES
For six (6) months after the later of a) July 31, 1999 and b) the
completion of Milestone 3 as set forth in Appendix B, (the "Commitment Period")
Licensor shall use its best efforts to provide development services for the
Magazine Software as requested by Licensee. During the Commitment Period,
Licensee shall pay Cortext on a monthly basis as an independent contractor for
that portion of the reasonable gross salaries plus 10% overhead of Cortext's
employees actually and directly attributable to Cortext's employees providing
such development hereunder. In the event the parties do not enter into a Share
Purchase Agreement by July 31, 1999 (or such extended date as the parties shall
otherwise consent), the development fees shall be agreed between the parties on
a project by project basis based on Cortext's customary fees for software
development. Any improvements made by Cortext to the Magazine Software as a
result of development services requested and paid for by Licensee shall be owned
by Licensor.
6. PAYMENT.
(a) LICENSE FEE.
In consideration for the licenses granted to Licensee in this
Agreement, Licensee
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will pay to Licensor $50,000, plus Value Added Tax ("V.A.T.") according to the
payment schedule as outlined in Exhibit B. Upon the first payment of such
consideration to Licensor as set forth in the payment schedule as outlined in
Exhibit B, Licensee shall be entitled to use the Magazine Software as set forth
herein and Licensee shall be entitled to act as a distributor of the Magazine
Software to Third Parties as per section 3(a). Upon the last payment of such
consideration to Licensor as set forth in the payment schedule as outlined in
Exhibit B, Licensee shall be entitled to provide the Magazine Software to an
unlimited number of Content Partners who use the Magazine Software solely for
the purpose of manipulating their content on one or more of the Licensee's web
communities provided Licensee notifies Licensor of the identities of such
Content Partners.
(b) FORM OF PAYMENT; TAXES; LATE PAYMENTS.
All payments are payable in New Israel Shekels ("NIS") at the representative
rate of exchange to the U.S. Dollar on the date of the payment by direct swift
deposit into Cortext's account number 051300/12 in Bank Leumi Le'Israel, Ba'am,
Branch 333. Other than the payment of V.A.T (which shall be added to each
payment), the amount of the stated License Fee does not include any taxes,
duties or other governmental charges levied or which may be levied on Licensor
income in respect of such fees or the services performed hereunder and are the
sole responsibility of the Licensor.
Late payments shall bear interest at a rate of 8% annually.
7. TERM AND TERMINATION.
(a) LICENSE TERM.
THE TERM OF THIS AGREEMENT AND THE LICENSES GRANTED HEREUNDER WILL BE
PERPETUAL UPON PAYMENT OF THE FIFTY THOUSAND DOLLAR ($50,000) LICENSE FEE WITH
RESPECT TO MAGAZINE SOFTWARE. THIS AGREEMENT CAN ONLY BE TERMINATED BY EITHER
PARTY IF THE OTHER MATERIALLY BREACHES ANY OF ITS MATERIAL OBLIGATIONS UNDER
THIS AGREEMENT AND HAS NOT REMEDIED SUCH BREACH WITHIN 30 WORKING DAYS AS OF THE
DATE OF NOTICE OF THE BREACH.
(b) In the event of termination by Licensor of the Licensee's and the
Permitted Subsidiaries' rights to the Magazine Software, the rights and
obligations of Permitted Content Partners and Third Party end users to whom
Licensee has distributed the Magazine Software shall continue pursuant to the
terms of the End User License.
(c) EFFECT OF TERMINATION.
Termination of this Agreement or the licenses granted hereunder will
not limit either party from pursuing any other remedies available to it,
including injunctive relief, nor will termination relieve Licensee of its
obligation to pay all fees and other amounts that accrued prior to the effective
date of termination. Sections 1, 4, 7, 8, and 9 shall survive any termination
of this Agreement.
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8. WARRANTY; LIABILITY.
(a) NON-INFRINGEMENT WARRANTY AND INDEMNITY.
Each of Cortext and Planet represent and warrant to the best of their
knowledge that each has the right to enter into this Agreement and license the
Magazine Software on the terms and conditions set forth in this Agreement both
with respect to each other and any third party, and that the authorized use of
the Magazine Software within the scope of such license does not infringe any
copyright or patent or misappropriate any trade secret or any other intellectual
or proprietary right of a third party. Each of Cortext and Planet represent and
warrant to the best of their knowledge that the Magazine Software contains no
"time-bombs" or other materially disabling features which in any way may
materially adversely affect Licensee's use of the Magazine Software within the
scope of the license granted in Section 2 above. Each of Cortext and Planet
represent and warrant that they have used their best efforts to ensure that the
Magazine Software contains no viruses. Licensor further represents and warrants
that the Magazine Software is year 2000 compliant. Licensor expressly disclaims
any warranties of merchantability or fitness for a particular purpose. Licensor
will indemnify and hold Licensee harmless and defend Licensee from and against
actual payments in respect of all claims or actions of any type by Dapei Zahav,
and/or the Jerisalem Post, and any damages, liabilities, costs, and/or expenses
(including reasonable fees of counsel and other professionals) incurred by
Licensee arising out of a breach of the warranty in this Section 8 with respect
to Dapei Zahav, and/or the Jerisalem Post, provided that Licensee promptly
notifies Licensor of any such claim or action which alleges such infringement or
misappropriation, and grants Licensor the sole control of the defense of any
such action, including all negotiations for its settlement or compromise. If
Licensee is a defendant in such action, it may participate at its expense.
Licensor will use commercially reasonable efforts to mitigate any damages
arising out of a final judicial determination that use of the Magazine Software
infringes third party intellectual property or proprietary rights (including
patents issued either before or after the Effective Date) by either (A)
delivering a non-infringing version of the Magazine Software, or (B) obtaining a
license from the third party such that the use of the Magazine Software as
contemplated hereunder is no longer infringing or (c) delivering a substitute to
Magazine Software which similarly materially performs as the Magazine Software.
Licensor also will indemnify and hold Licensee harmless and defend Licensee from
and against all finally settled and successful (whether adjudicated, arbitrated,
or settled) claims or actions of any type by any third party, and any damages,
liabilities, costs, and/or expenses (including reasonable fees of counsel and
other professionals) paid or payable by Licensee arising out of a breach of the
warranty in this Section 8 with respect to such third parties, and Licensee
shall have the sole control of the defense of any such action, except for
negotiations for its settlement or compromise which shall be coordinated in
advance with Cortext. Licensee shall use its best efforts to provide Cortext
with or to facilitate Licensor's access to any and all documents relating to
such action. Licensor specifically and expressly shall not be responsible for
any claim to the extent such claim is based upon any Derivative Work created by
Licensee.
(b) LICENSOR'S LIMITATION ON LIABILITY.
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IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR LOSS OF PROFITS,
LOSS OF REVENUES, LOSS OF SAVINGS, LOSS OF USE, LOSS OR CORRUPTION OF DATA OR
ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,
WHETHER UNDER TORT, CONTRACT OR OTHER THEORIES OF RECOVERY, EVEN IF LICENSOR HAD
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
(c) LICENSEE'S LIMITATION ON LIABILITY.
IN NO EVENT (OTHER THAN LICENSEE'S INFRINGEMENT OF LICENSOR'S
COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS, OR BREACH OF LICENSEE'S
OBLIGATIONS IN SECTIONS 2, 3 OR 4 ABOVE) WILL LICENSEE BE LIABLE TO LICENSOR FOR
LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF SAVINGS, LOSS OF USE, LOSS OR
CORRUPTION OF DATA OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES, WHETHER UNDER TORT, CONTRACT OR OTHER THEORIES OF
RECOVERY, EVEN IF LICENSEE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. MISCELLANEOUS.
(a) NOTICES.
All notices will be given in writing and will be sent by certified
mail, postage prepaid and return receipt requested, or transmitted by facsimile
if confirmed by such mailing, and shall be deemed received not later than 5
working days as of its deposit in registered (and if delivered by had - upon
delivery) to the address indicated for the receiving party on the signature page
below. Either party may change its address or facsimile telephone number by
written notice to the other party.
(b) ENTIRE AGREEMENT; AMENDMENTS.
This Agreement and the attachments and exhibits hereto constitute the
entire agreement of the parties concerning the subject matter hereof,
superseding all prior and contemporaneous proposals, negotiations,
communications and agreements, written or oral, with respect to the subject
matter of this Agreement. No representation or promise relating to and no
amendment or modification of this Agreement will be binding unless it is in
writing and signed by an authorized representative of each party. This
Agreement supercedes Section of 4 of the Term Sheet which was signed by the
parties on May 16, 1999 with all extensions thereof. Any majority-controlled
subsidiary of Licensee may become a licensee party to this Agreement as of right
and upon written demand and Licensee agrees to such amendment and to take any
actions necessary to implement such amendment in advance.
(c) GOVERNING LAW; CAPTIONS; FORCE MAJEURE, WAIVER; ETC.
This Agreement will be governed by and construed in accordance with
the substantive laws of the State of New York and the United States without
regard to conflicts of laws provisions thereof and without regard to the United
Nations Convention on Contracts for
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the International Sale of Goods. The captions appearing in this Agreement are
inserted only as a matter of convenience and in no way define, limit, construe
or describe the scope or interpretation of this Agreement. Neither party shall
be responsible for any delay or failure in performance of any part of this
Agreement to the extent that such delay or failure is caused by fire, flood,
explosion, war, embargo, government requirement, civil or military authority,
act of God, act or omission of carriers or other similar causes beyond its
control. If any such an event of force majeure occurs and such event continues
for ninety (90) days or more, the party delayed or unable to perform shall give
immediate notice to the other party, and the party affected by the other's delay
or inability to perform may elect at its sole discretion to terminate this
Agreement upon mutual agreement of the parties. No waiver by a party of any
breach of any provision of this Agreement will constitute a waiver of any other
breach of that or any other provision of this Agreement. In the event that any
of the provisions contained in this Agreement are held to be unenforceable, such
provisions will be narrowed (or deleted if necessary) to the minimum extent
necessary to make them enforceable. The prevailing party in any dispute will be
entitled to receive from the other party its reasonable attorneys' fees and
costs.
(d) INJUNCTIVE RELIEF.
Licensee hereby acknowledges that unauthorized disclosure or use of
the Magazine Software or any other breach of this Agreement could cause
irreparable harm and significant injury to Licensor that may be difficult to
ascertain. Accordingly, Licensee agrees that Licensor will have the right to
obtain immediate injunctive relief to enforce obligations under this Agreement
in addition to any other rights and remedies it may have.
(e) INDEPENDENT CONTRACTORS.
Each party will perform its obligations as an independent contractor
and will be solely responsible for its own financial obligations. This Agreement
will not create a joint venture, partnership, or principal and agent
relationship between the parties. Neither party will have the authority or will
represent that it has the authority to assume or create any obligation, express
or implied on behalf of the other party, except as expressly provided herein.
(f) ASSIGNMENT.
Either Licensor or Licensee shall have the right to assign all, or any
part of, the rights granted to it hereunder, without any additional
consideration to a party that has acquired the majority ownership of the
Licensor or Licensee,provided, however, that the assignee undertakes to assume
all the obligations of the assigning party as a precondition to the assignment.
(g) COUNTERPARTS.
This Agreement may be executed in counterparts, each of which will be
deemed an original, but all of such counterparts together will constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the last day and year specified below.
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Virtual Communities, Inc., on behalf
of itself and its wholly-owned subsidiaries
By: /s/ Avi ▇▇▇▇▇▇▇▇▇
Title:____________________
Date:_____________________
Fax: _____________________
Cortext Ltd.
By: /s/ ▇▇▇▇ ▇▇▇▇
Title:____________________
Date:_____________________
Fax: _____________________
Planet Communications Ltd.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:____________________
Date:_____________________
Fax: _____________________
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EXHIBIT A
SUPPORT SERVICES
Licensor shall provide to Licensee the following services in support of
Licensee's use of the Magazine Software or Licensee's support of its Permitted
Subsidiaries, Content Partners use of the Magazine Software and Third Parties to
whom the Licensee distributes the Magazine Software use of the Magazine
Software:
1. Hot line Assistance by telephone in the installation and configuration of
the Magazine Software;
2. Bug fixes in the Magazine Software and associated scripts written by
Licensor;
3. Documentation In English of Magazine Software components produced by
Licensor;
4. Telephone Assistance in troubleshooting problems arising from the Magazine
Software's use;
5. Upgrades of the Magazine Software as the same become available
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EXHIBIT B
PAYMENT SCHEDULE
1.) Payment to Licensor from Licensee in the amount of $15,000 upon
the execution of this Software License Agreement and the delivery to Licensee of
a fully operational, limited version of the Magazine Software suitable for
application on the Licensee's Virtual Jerusalem web site's homepage and channel
pages. Licensor acknowledges its previous receipt of $5,000 paid by Licensee to
Licensor prior to the date hereof as an advance on the License Fee;
2.) Payment to Licensor from Licensee in the amount of $10,000 upon
delivery of a fully operational version of the Magazine Software suitable for
use on all of the Licensee's online communities, including Virtual Jerusalem,
Virtual HolyLand and Virtual Ireland and a prospective Third Party, Troma, Inc.,
which date shall be no later than August 15, 1999; and
3.) Payment to Licensor from Licensee in the amount of $20,000 thirty
(30) days from delivery of the fully operational version as set forth in section
2 above.
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