Sample Business Contracts

Master Agreement - Wired Ventures Ltd. and Neodata Services Inc.

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                              THE NEODATA COMPANIES


                              (DATED JUNE 20, 1994)


                             NEODATA SERVICES, INC.
                                (NEODATA COMPANY)


                               WIRED VENTURES, LTD

<PAGE>   2


         THIS MASTER AGREEMENT (the "AGREEMENT") is made as of the date
indicated below by and between WIRED VENTURES, LTD, a California limited
partnership ("CLIENT"), and NEODATA SERVICES, INC. ("NEODATA").

         Client hereby requests that Neodata provide the marketing services
described in APPENDIX A hereto (herein, the "SERVICES") and, upon acceptance by
Neodata by execution by its authorized representative in the space provided
below, this Agreement shall become a binding Agreement between Neodata and
Client, pursuant to which Neodata agrees to provide the Services to Client upon
the Terms and Conditions stated in this Agreement and in the Appendices attached
to this Agreement, which shall be deemed to be a part hereof for all purposes.


Client:                    Wired Ventures, LTD.

Address:                   544 Second Street
                           San Francisco, CA  94107

Phone:                     (415) 904-0660

Fax:                       (       )

Contact Person:            Catherine Huchting

Direct Phone:              (415) 904-6469

By:      /S/ JANE METCALFE                               Jane Metcalfe
         (Authorized Signature)                          (Typed Name)

Title:   President

Accepted by Neodata this 7th day of July, 1994.

By:      /S/ RICHARD L. ROSY                             Richard L. Rosy
         (Authorized Signature)                          (Typed Name)

Title:   Senior Vice President, Sales


<PAGE>   3

                              TERMS AND CONDITIONS


         1. TERM. Except as provided in Section A-2 hereof, the term of the
Agreement shall be as set forth in Appendix A hereto.

         2. EARLY TERMINATION. If any of the following conditions shall occur,
either party hereto may cause termination of Services hereunder by serving
written notice specifying as a termination date either the end of the calendar
month following the calendar month in which such notice shall have been served
or the end of any subsequent calendar month:

                  (a) BANKRUPTCY, ETC. If the other party shall file or be the
subject of a bankruptcy petition, become insolvent, apply for or consent to the
appointment of a receiver or trustee or make an assignment for the benefit of
creditors or be unable to meet its obligations in the normal course of business
as they fall due;

                  (b) BREACH OF AGREEMENT. If the other party shall commit any
material breach of this Agreement and shall fail to remedy same within thirty
days following written notice thereof; or

                  (c) CLAIMS. If the other party shall institute against it
litigation arising out of or relating to this Agreement, except for action by
Neodata to collect invoices in arrears.

         3. SUSPENSION OF SERVICE. If any breach by Client of the provisions of
Section C- 1(a) hereof shall not be remedied within ten (10) days following the
serving by Neodata of written notice thereof, Neodata may, without limiting any
other rights it may have, suspend any or all Services until such breach has been

         Notwithstanding the termination of this Agreement, Sections C and D-9
hereof shall remain in full force and effect. Neodata is authorized to apply any
monies that are received by Neodata in Client's name against payment of
delinquent Neodata invoices.


         1. BASE PRICES. Services specified on Appendix A or any other Appendix
hereto will be priced pursuant to such Appendix and are subject to the
adjustments specified in this Section B.

         2. SALES TAX, ETC. All Charge to Client pursuant to this Agreement
shall be increased to the extent of any tax (other than income tax) of any kind
levied or collected hereafter, by any governmental authority, on any Service
performed or material delivered hereunder.


<PAGE>   4
         3. EXPENSES OF COLLECTION. Charges to Client shall be increased by any
and all expenses of Neodata resulting from Client's failure to pay in accordance
with Section C, including court costs and attorneys' fees.

error in billing of or payment for Services hereunder, either party hereto may,
within twelve months following the making of the said error (but not more than
three months after the effective termination date of this Agreement), serve
written notice on the other party, requesting adjustment, and any such claim
found to be justified shall be settled promptly.

         5. TELEMARKETING ADJUSTMENT. Neodata shall have the right to increase
the rates quoted in any Appendix hereto for telemarketing Services to the extent
of increases, if any, in tariff rates charged to Neodata by its carriers, upon
giving Client thirty (30) days prior written notice. If the Services include
inbound telemarketing services, Client's publication or dissemination by any
means, directly or indirectly, of the toll-free or 1-900 telephone numbers used
in the provision of such Services after receipt of any such notice shall
constitute acceptance by Client of any such rate increase and Client's agreement
to pay for Services at such increased rates. Should Neodata continue to receive
and process calls subsequent to cancellation of this Agreement, Client agrees to
pay for Services at the rates in effect on the dates Services were provided.


         1.       GENERAL PAYMENT TERMS.

                  (a) INVOICE PAYMENT. Client agrees to pay for the Services at
the rates set forth on the Appendices hereto. Payment is due upon receipt of an
invoice. If payment by Client is not received by Neodata within thirty (30) days
of the date of any such invoice, the amount of such invoice shall be considered
past due. All amounts past due will be subject to a late charge of one and
one-half percent (1.5%) per month (or the highest rate allowed by applicable
law, if lower).

                  (b) REIMBURSALS. If the Services include mailing or purchasing
items on behalf of Client ("REIMBURSABLE EXPENSES"), on the effective date of
this Agreement, Client will pay to Neodata a cash deposit (the "REIMBURSABLE
EXPENSE DEPOSIT") representing Neodata's good faith, reasonable estimate of the
equivalent of two (2) months Reimbursable Expenses, based upon projected
expenses to be incurred by Neodata on behalf Of Client such as mailing volumes
and postal rates. The Reimbursable Expense Deposit shall be restored as depleted
so that at all times Neodata shall have on deposit two (2) months Reimbursable
Expenses. The amount of the Reimbursable Expense Deposit will be adjusted
periodically as the volume of expenses fluctuate and Client shall advance funds
by wire transfer as reasonably required by Neodata so that the Reimbursable
Expense Deposit will at all times equal two (2) months postage expenses.


<PAGE>   5

                  (c) NO ABATEMENT. Client agrees that any sums payable to
Neodata under this Agreement shall not be subject to any abatement, defense,
set-off, counterclaim or recoupment.

         2. INVOICES FOR REIMBURSABLE EXPENSES. Invoices for Reimbursable
Expenses, if any, shall be payable upon presentation to Client by immediate wire
transfer from Client to a bank account designated by Neodata. Failure to remit
such payment immediately may result in delays in the provision of Services.


         1. NON-EXCLUSIVE SERVICE. Services provided hereunder are
non-exclusive; therefore, Neodata is not restricted hereunder from furnishing
any type of service to any person or entity.

         2. NON-DIVULGENCE. All information that Neodata acquires from Client
with respect to the Services shall be considered confidential and proprietary
information of Client. Neodata agrees not to use such information except for the
purpose of performing the Services and agrees not to disclose such information
to others, except to those Neodata employees and agents who reasonably require
such information in the performance of the Services. Neodata will use reasonable
care in safeguarding such information and shall, upon written request of Client,
return such information to Client upon the termination of this Agreement.
Notwithstanding the other provisions of this paragraph, Neodata shall not be
prevented from disclosing such information (i) which, at the time of disclosure,
was in the public domain, (ii) which was lawfully disclosed to Neodata on a
non-confidential basis by a third party who is not bound by a confidentiality
agreement with Client, (iii) which is disclosed with Client's prior written
approval or (iv) in response to valid legal process, whether issued by a court
or administrative or regulatory body.

         3. BANKING FACILITIES. If necessary for the provision of Services,
Client shall establish a bank account in Boulder, CO in which Neodata shall
deposit funds received for the account of Client.

         4.       PROPERTY RIGHTS OF CLIENT, ETC.:

                  (a) OWNERSHIP OF CLIENT'S PROPERTY. Magnetic tapes containing
names on Client's proprietary lists, microfilmed and other records, promotional
letters and messages, stationery, Client's credit billing forms and other
special material furnished to Neodata by Client or purchased from Neodata by
Client are deemed to be the property of Client.

                  (b) RETURN OF CLIENT'S PROPERTY. Upon termination of the
Services or any portion thereof; Neodata, promptly upon receipt of a written
request from Client, will return to Client any portion of its property (then in
Neodata's possession or under its control and not required for the efficient
completion of Services) specified in such request. The remainder of Client's
property shall be returned to Client promptly following completion of Services.


<PAGE>   6

However, Neodata will retain all Client property until payment in full of all
invoices and all estimated charges.

                  (c) COMPLETION OF SERVICES. Following the return of any
property as provided in Section D-4(b), Neodata shall complete the performance
of all Services required hereunder.

                  (d) EXTRA MAGNETIC TAPES. At any time when Client is not
delinquent in payment of any Neodata invoices, Neodata, on written notice from
Client, will furnish as promptly as practicable one complete set of magnetic
tapes containing the names on Client's proprietary lists, such set to be in
addition to those required by Neodata in providing Services. The price for the
materials specified in this Section D-4(d) will be quoted to Client upon

                  (e) OBLIGATIONS OF NEODATA. On completion of the Services and
delivery to Client of the property specified in Section D-4(b), and any tapes
ordered pursuant to Section D- 4(d), Neodata shall be deemed to have discharged
all its obligations to Client under this Agreement.

         5. COOPERATION BY THE CLIENT. Client agrees that in order to enable
Neodata to meet the time schedule for each Service to be furnished under this
Agreement, it will, sufficiently in advance of each applicable time schedule,
furnish all necessary postage and any materials and information, and extend
cooperation to Neodata, in order for Neodata to complete the Services. Neodata's
obligation to comply with each such time schedule is contingent in each instance
upon Client's compliance with the obligation specified in the preceding

         6. NON-PERFORMANCE. If Neodata shall fail in any material respect for
any reason to furnish any Service or deliver any material required under this
Agreement, Neodata agrees either to re-perform such Service or to refund to the
Client any amounts paid for such Service or material (or to credit such amounts
against future invoices).

         7. FORCE MAJEURE. Neodata shall have no liability for any failure to
perform hereunder if such failure is due to causes beyond the control of
Neodata, such as labor difficulties, acts of God, governmental action,
embargoes, fire, flood, epidemic, explosion, lightning, pest damage, power
surges or failures, the elements, civil disturbances, war, acts of the public
enemy, transportation facilities, fuel or energy shortages, machinery
breakdowns, delays of supplies or acts or omissions of any common carrier or its

         8. LIMITATION OF LIABILITY. Under no circumstances shall Neodata have
liability for special, consequential or punitive damages. In no event shall
Neodata's liability for breaches under this Agreement exceed net sums actually
paid to Neodata by Client in any one-month period for the publication/program
and service to which such breach is related.

         9. INDEMNIFICATION. Client agrees at all times to indemnify, save
harmless and defend Neodata and its affiliated companies and their officers,
agents, directors and employees from and against any and all expenses, loss or
claims, suits, complaints, actions or legal proceedings, including threatened
proceedings, directly or indirectly related to or arising from


<PAGE>   7

or in connection with the provision of Services by Neodata, including without
limitation any such claim, suit, complaint, action or legal proceeding,
including threatened proceedings, arising out of or relating to Client's
products, services, messages, offers, caller contacts, promotions or
advertising, including libel or slander claims or claims for personal injury or
property damage related thereto, or out of Client's failure to comply at all
times with requirements of federal, state or local laws and regulations. Client
agrees that it is solely responsible for determining the jurisdictions, if any,
in which sales, use or similar taxes should be collected in respect of products
or publications mailed into any such jurisdiction by Neodata on behalf of
Client. Client's covenants contained in this section shall continue in full
force and effect notwithstanding the termination of this Agreement.

         10. REPRESENTATIONS AND WAIVER. This Agreement contains the sole
understanding between the parties hereto and any oral or written agreement or
representations which may have been made prior to entry into this Agreement
shall be deemed to have been merged into this Agreement, and shall be of no
force and effect except as reflected herein, and the obligations of Neodata and
Client may not be modified except in a written amendment hereto signed by
Neodata and Client. No waiver by either party of any breach of this Agreement by
the other shall be deemed to be a waiver of any preceding or subsequent breach.

         11. ASSIGNABILITY.

                  (a) Client may not assign this Agreement except with the prior
written consent of Neodata.

                  (b) Neodata reserves the right to assign, transfer, set over
or sell its rights in and to this Agreement to an affiliate of Neodata; any
other assignment requires the written consent of Client. Upon the assumption of
this Agreement by the assignee, the assignee shall be solely responsible for all
obligations of Neodata hereunder.

                  (c) Neodata must notify Client of any Sale of Neodata thirty
(30) days prior to the effective date of such Sale. Upon the Sale of Neodata,
Client shall have the right to terminate this Agreement by delivering to Neodata
nine (9) months' prior written notice, such notice to be delivered not later
than six (6) months after Client is notified of such sale. As used herein,
"SALE" shall mean a sale of all or substantially all of Neodata's assets or
capital stock having the right to elect directors generally to any entity that
is not an Affiliate (as such term is defined in the Securities Act of 1933, as
amended (the "SECURITIES ACT"), and the rules and regulations promulgated
thereunder) of Neodata; provided that in no event shall the issuance by Neodata
of capital stock pursuant to an effective registration statement filed with the
Securities and Exchange Commission pursuant to the Securities Act be deemed to
be a "Sale".

         12. NOTICE. Deposit of any notice required hereunder in the United
States mails addressed, by certified mail, return receipt requested, to the
Client at:

         544 Second Street
         San Francisco, CA 94107


<PAGE>   8

or to Neodata at:

         P.O. Box 4586
         Boulder, CO 80306
         Attn: Chairman

or personal delivery shall constitute serving notice.

         13. ACCEPTANCE AND CONSTRUCTION. This Agreement is subject to
acceptance by Neodata at any time following execution by Client and upon such
acceptance it shall become effective. This Agreement shall be construed under
the laws of the State of Colorado. For the purpose of any action or proceeding
instituted with respect to any claim arising under this Agreement, both Client
and Neodata hereby irrevocably consent to the jurisdiction of any court having
subject matter jurisdiction in Boulder, Colorado. Client further irrevocably
consents to the service of process out of said court by mailing a copy thereof,
by registered mail, postage prepaid, to Client and agrees that such service, to
the fullest extent permitted by law, (i) shall be deemed in every respect
effective service of process upon it in any such suit, action or proceeding and
(ii) shall be taken and held to be valid personal service upon and personal
delivery to it. In connection with any suit, action or proceeding instituted in
any state or federal court located in Boulder, Colorado, Client hereby
irrevocably waives, to the fullest extent permitted by law, any objection that
it may have or hereafter have to the laying of the venue of any such suit,
action or proceeding brought in any such court and any claim that any such suit,
action or proceeding brought in such court has been brought in an inconvenient
forum. Only Neodata's Chairman or Senior Vice President, Sales shall have the
power to accept this Agreement or to execute any amendment hereof.

         14. DUE AUTHORIZATION. The parties hereto have caused this Agreement to
be executed and delivered by their respective duly authorized officers.

         15. NO WAIVERS. The failure of either party at any time to require
performance by the other party of any provision of this Agreement shall in no
way affect the right to require such performance at any time thereafter, nor
shall the waiver by either party of a breach waive any succeeding breach of such
provision or waive the enforcement of the provision itself.

         16. INVALID PORTIONS. If any portion of this Agreement is found to be
invalid or unenforceable, the parties agree that the remaining portions shall
remain in full force and effect.

         17. OFFICERS, DIRECTORS EXEMPT. Client shall have no recourse or right
of action against any shareholder, officer or director, in his or her individual
capacity as such, past, present or future, of Neodata or of any successor
thereto, whether by virtue of any statute or rule of law or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration of
the execution hereof by Neodata, expressly waived and released.


<PAGE>   9
                                  APPENDIX "A"


         Services shall commence as follows:

         PUBLICATION                                 ISSUE DATE

         (Listed in Section "A")

         Wired                                       September 1994


         Except as provided in Section A-2 of the Master Agreement, NCF Service
hereunder shall continue until terminated, by either party hereto, on written
notice specifying as a termination date the end of the twelfth (or any
subsequent) calendar month following the calendar month in which such notice
shall have been served but in no event shall such termination be effective prior
to the expiration of twenty-four full calendar months following the date of
acceptance of this Agreement by Neodata. Any added term and other amendments
will be mutually agreed upon.


         a. PRINTING SERVICE. Neodata will advise Client in designing the
promotion, subscription and other forms and materials required by Neodata for
prompt and efficient performance of NCF Service, and Client will supply (or
order) all such forms and materials that are compatible with Neodata's


                  (1) LIABILITY FOR PROPERTY LOSS. In the event of loss of
Client's property in Neodata's possession arising from casualty or from any
other cause whatever, Neodata shall pay to Client, and Neodata's liability shall
be limited to the respective prices specified in Appendix A-II-B for each reel
of magnetic tape or other processing media or device and Client's out-of-pocket
cost for replacement of promotional material and forms (not to exceed an average
of $12.00 per thousand). In determining the foregoing payment, the number of
reels of magnetic tape or quantity of other media or devices shall be determined
by Neodata's invoices to Client and the quantity of promotional material and
forms shall be determined by Neodata's latest inventory submitted to Client.

                  (2) NCF INSURANCE COVERAGE. Neodata has secured and shall
maintain insurance coverage with respect to its liability under Appendix
A-3-b(1), and upon request, shall furnish to Client a certificate of insurance
evidencing such insurance coverage.

                                  Appendix A-1

<PAGE>   10
         c. FEDERAL MINIMUM WAGE. In the case of any increase in the Federal
Minimum Wage rate, over the rate in effect as of the date of this Agreement, the
amount of price increase shall be 1.5 percent for each $.05 per hour increase
(or pro rata thereof). The total percent of increase will apply to all NCF
Service prices covered under this Agreement and said increase will become
effective on the legal date of such increases in the Federal Minimum Wage rates.

         d. OTHER GOVERNMENT ACTIONS. All charges to Client pursuant to this
Agreement shall be increased or decreased in the same proportion as Neodata's
aggregate costs in providing NCF Services of the type furnished by this
Agreement shall be increased or decreased as a result of any government law
regulation or order (excepting those prescribing the Federal Minimum Wage)
taking effect after date of this Agreement with respect to or affecting prices,
working hours, wages, overtime wages, working conditions, employee benefits,
procedures or production schedules or with respect to any tax other than income
taxes and the taxes specified in Section B-2 of the Master Agreement.

         e. COST OF LIVING. Effective September 1, 1995 and annually thereafter,
all charges shall be increased or decreased in proportion to such increase or
decrease as shall occur in the Consumer Price Index for Urban Wage Earners and
Clerical Workers, U.S. City Average, All Items 1982-84 (U.S. Department of
Labor) up to a maximum of 5% per year. The base point of the CPI is the latest
Index published as of 9/94 and is the 7/94 Index. The increase or decrease will
be based on the change between the 7/94 Index and 7/95 Index. Annually
thereafter, the increase or decrease will be based on the prior year July Index
compared to the current year July Index; provided, however, in the event an
increase is applicable under Appendix A-3c and/or Appendix A-3d, then only the
excess, if any, of the increase provided in this Appendix A-3e over said
increase provided in Appendix A-3c and/or Appendix A-3d shall be applicable.

         f. Prices will be reviewed prior to September 1995, and adjusted on
that date if improved technology and systems warrant.


         a. TAPE FORMAT. Promptly following notice served by Client pursuant to
Appendix A-2, or on delivery of any tapes furnished pursuant to Section D-4(d)
of the Master Agreement, Neodata will deliver to Client a tape format which will
enable Client to interpret the magnetic tapes (mentioned in Section D-4(a) of
the Master Agreement) in converting to another circulation fulfillment system.

         b. RESPONSIBILITY FOR ERRORS. In the event of errors, inaccuracies or
omissions by Neodata or its employees, Neodata shall attempt, at its sole
expense to correct the error, inaccuracy or omission. Neodata shall have a
reasonable period of time in which to correct such error, inaccuracy or

                                  Appendix A-2

<PAGE>   11

                                   APPENDIX II

                               FULFILLMENT SERVICE



                  a.       Receive mail daily, identified where possible by the
                           use of coded business reply envelopes.

                  b.       Open mail daily and sort by category:

                           - Cash Order
                           - Credit Order
                           - Agents Clearance
                           - Payment
                           - Cancellation
                           - Change of Address
                           - Correspondence
                           - Qualification Form

                  c.       Validate and establish cash record daily.

                  d.       Deposit all money into Client's bank account daily
                           and prepare deposit reports.

         2.       TRANSACTION ANALYSIS.

                  a.       Verify agency clearances.

                  b.       Data enter all transactions and wherever possible
                           identify and correct rejected information during the
                           initial data entry process.

                  c.       Provide quality control for all transactions.

                  d.       Credit card verification, deposit, and entry is
                           available on a surcharge basis.


                  a.       Search Client's Data Bases as required, using
                           Neobiz's on-line system.

                  b.       Adjust subscriber records, following mutually agreed
                           upon policies.

                                  Appendix II-1

<PAGE>   12

                                   APPENDIX II

                               FULFILLMENT SERVICE

                  c.       Notify the subscriber with the appropriate response,
                           following mutually agreed upon policy.

                  d.       Provide refund galleys based upon the unserved paid
                           portion of each canceled subscriber record.

                  e.       Incoming telephone 800 number service utilizing
                           on-line entry processing is available on a surcharge
                           basis. Telephone customer service is provided
                           twenty-four hours a day, seven days a week.


                  a.       Prepare from the subscriber data received, a complete
                           record carrying the name, address, city, state, ZIP+4
                           code, and the pre-defined demographic data of each
                           subscriber together with the coding information
                           necessary to facilitate not only the fulfillment
                           activity, but also any marketing and auditing

                  b.       Enter orders.

                  c.       Apply payments, reinstatements and cancellations.

                  d.       Reenter orders due to late payments.

                  e.       Enter/Update demographic information per subscriber
                           supplied data.

                  f.       Execute address changes.

                  g.       Adjust subscriber records, following mutually agreed
                           upon policies.

                  h.       Automatically suspend unpaid credit service and mass
                           cancel for non- payment seven (7) months after entry.

                  i.       Balance all Master File transactions.

                  j.       Maintain for a period of six (6) months expired
                           subscription and change of address shadow records.

                                  Appendix II-2

<PAGE>   13

                                   APPENDIX II

                               FULFILLMENT SERVICE


                  a.       Furnish to Client's printers, active subscriber
                           address labels in accordance with schedules mutually
                           agreed upon sufficiently in advance of the required
                           mailing date.

                  b.       Provide supplemental new business labels on a weekly
                           basis for copies to be mailed between main issue

                  c.       Sort main issue and new business supplemental labels
                           to second class, level B -- five (5) digit

                  d.       Provide the necessary bag tags.

                  e.       Identify labels with end-of-ZIP and end-of-SCF

                  f.       Prepare accompanying requisition reports for each
                           label run.

                  g.       Special label breakouts and presort levels are
                           available on a surcharge basis.


                  a.       Monthly, Neodata will select renewal/requalification
                           promotions in accordance with mutually agreed upon

                  b.       Selections can be based upon expire, source and

                  c.       Computer address (via impact printing) continuous
                           forms up to a total of ten (10) efforts to any one
                           expire group.

                  d.       Mail the selections within five (5) working days of
                           the selection Master File date; add one (1) to three
                           (3) days to mechanically presort 1st and 3rd Class,
                           respectively, before mailing.


                  a.       Neodata will select credit acknowledgements and
                           statements in accordance with mutually agreed upon

                                  Appendix II-3

<PAGE>   14

                                   APPENDIX II

                               FULFILLMENT SERVICE

                  b.       Computer address (via impact printing) credit
                           acknowledgements and subsequent statements up to a
                           total of five (5) efforts to any one billing group.

                  c.       Mail credit acknowledgements and statements within
                           five (5) working days of the selection; add one (1)
                           day to mechanically presort 1st Class before mailing.

         8.       MAGNETIC TAPE STORAGE. Neodata will store a complete Master
                  File (grandfather file) in a location other than the computer

         9.       POSTAGE. Client agrees to furnish its own Post Office boxes
                  and to maintain its own business reply and permanent postage
                  advance accounts. Client further agrees to maintain a
                  permanent postage advance with Neodata of an amount equal to
                  estimate postage for a two-month period that Neodata will
                  advance for mailings that are mechanically presorted.

         10.      CLIENT SERVICE. Neodata will provide Client with an account
                  management team, directed by an experienced Account Manager,
                  who will be responsible to ensure that all processing is
                  handled in a timely, efficient manner. On a daily basis the
                  account team will be thoroughly involved in production
                  processing, Master File updating, and the handling of all
                  Master File results (outputs).

         11.      AUDITING. Neodata will hold orders, adjustments, and payments
                  per ABC audit requirements.


         1.       DATA ENTRY CHARGES.

<S>                                                           <C>     
                  Cash Orders                                 $ * /each
                  Credit Orders                               $ * /each
                  Credit Cancellation                         $ * /each
                  Key Enter E-Mail Address                    $ * /each

         2.       LABEL RATE. Based on an issue frequency of twelve (12) issues
                  per year, Neodata will charge $ *  per copy delivered or $ *
                  per name per year.

         3.       DATA STORAGE CHARGER.

<S>                                                           <C>        
                  Monthly maintenance                         $ * /month

* Confidential Treatment Requested.

                                  Appendix II-4

<PAGE>   15

                                   APPENDIX II

                               FULFILLMENT SERVICE

         4.       MINIMUM ANNUAL BILLING CHARGE. The minimum billing charge for
                  basic fulfillment services each twelve (12) month period
                  effective with the start of service will be * . This amount
                  will be billed and payable on a monthly basis at * per month.

         5.       CHARGE FOR MAGNETIC TAPE. Magnetic tape used on behalf of, and
                  the sole property of Client in performing the Basic
                  Fulfillment Services, is invoiced every three (3) years
                  (average life span for each magnetic tape). * magnetic tapes
                  are necessary for each publication plus, one (1) tape per *
                  active subscribers over the first * records. Magnetic
                  tapes are invoiced at * per reel.

* Confidential Treatment Requested.

                                  Appendix II-5

<PAGE>   16

                                 APPENDIX III                        PAGE 1 OF 4

                               STATISTICAL SERVICE


         Neodata will maintain the necessary records of Client's subscription
         information required to prepare and submit the reports listed below:

                               STATISTICAL REPORTS

         REPORTS                                                                FREQUENCY
<S>                                                                             <C>                          
1.       SALES AND CIRCULATION REPORTS to accurately                          
         monitor and market Client's subscriptions.                            

         STARTING ISSUE REPORT (B002) New, Renewal and Agency reinstatement
         production are reported separately by start issue for print order
         control and rate base management.                                      Weekly   

         CUMULATIVE PROMOTION ANALYSIS (119/129) Complete production cycle
         reporting for each promotion key, pay-up, P/L information, various
         subtotals and Agent/Non-Agent summaries allows for promotion key
         tracking (new business, conversion renewal, and long term renewal),
         eliminates posting, projection record for final return and tracks
         budget vs. actual.                                                     Weekly

         ISSUE TO ISSUE RECONCILIATION Balances copies serviced from one issue
         to the next and provides print order estimate information.             Each Issue

2.       FINANCIAL REPORTS to balance the overall subscription
         process, and establish the necessary accounts to accomplish
         end of month and end of year accounting book entries.

         CASH DEPOSIT REPORT (210) Debits indicate the type of funds received
         (Foreign, Canadian, credit card, etc.); credits allocated funds by
         account (cash, accounts receivable, etc.) to describe the funds
         processed for and balanced to each deposit.                            Deposit

                                 Appendix III-1

<PAGE>   17
                                  APPENDIX III                       PAGE 2 OF 4

                               STATISTICAL SERVICE

         REPORTS                                                                  FREQUENCY

<S>                                                                                  <C>
         PRICE & TERM (B014) Reports production by term and by price. Direct
         mail returns are reported by cash and credit. Agents returns are
         reported by pay-in-advance and PDS.                                         Weekly

         DIRECT MAIL CREDIT CANCELLATION (B024) Reports canceled direct mail
         credit subscriptions showing the dollar amounts and copies to be taken
         as bad debt and the amount to be deducted from accounts receivable.         Weekly


         Reports canceled cash subscriptions. Information provided by source
         showing served and unserved copies and dollars.                             Weekly

         EARNED INCOME (B007) Summarizes by source copies served, gross dollars
         and agents net dollars the value of income earned for the labels
         produced.                                                                   Weekly

         LIABILITY SUMMARY SUBSCRIBER liability spread by source for copies, net
         dollars, gross dollars and agent commission dollars that summarizes
         total deferred income.                                                      Monthly

         ACCOUNTS RECEIVABLE AGING ANALYSIS Complete current status credit order
         accounts receivable information for financial control and circulation
         collection effort response.                                                 Monthly

         SCHEDULE OF ACCOUNTS (B101) Reconciliation of publishers accounts by
         combining cash, accounts receivable and deferred liability on one page
         to post entries directly to the general ledger.                             Monthly

         SALES TAX REPORT (135)                                                      Weekly

         SALES TAX REPORT (136)                                                      Monthly

3.       AUDIT REPORTS that satisfy the paragraphs necessary to
         file the ABC statement.

                                 Appendix III-2

<PAGE>   18
                                 APPENDIX III                        PAGE 3 OF 4

                               STATISTICAL SERVICE

         REPORTS                                                                        FREQUENCY

<S>                                                                                   <C>                  

         INVOICE INFORMATION REPORT (040)                                             Each Mailing
         BOOK ISSUE REPORT (080)                                                      Each Mailing
         SUMMARY REPORT (300) Counts for each book (1st section) and pallet/sack      Each Mailing
         information by issue (2nd section).                                                     
         DISPATCH REPORT (310) Summary and detail dispatch information for each       Each Mailing
         commingle of a mailing job.                                                             
         MAILING STATEMENT INFORMATION REPORT (330) Counts for preparation of         Each Mailing
         2nd Class USPS mailing statements (forms 3541 or 3541-A).                               
         POSTAL VERIFICATION REPORT (340) Verifies to USPS publisher supplied         Each Mailing
         mailing statements and mailer supplied finished pallets and sacks.                       
         3-DIGIT ZIP CODE REPORT                                                      Each Mailing


         NON-ORDER MAIL REPORT (Inquiries/Requests)                                   Monthly     
         MAILING SERVICES MAILING REPORT                                              Each Mailing
         STOCK RECEIVING REPORT                                                       Each Delivery
         POSTAGE METER USAGE REPORT                                                   Monthly     
         MATERIAL INVENTORY REPORT                                                    Monthly     

6.       All reports will be produced within five (5) working days after
         final information is available.

                                 Appendix III-3

<PAGE>   19

                                 APPENDIX III                        PAGE 4 OF 4

                               STATISTICAL SERVICE

         REPORTS                                                                        FREQUENCY

<S>                                                                                  <C>   

         1.       All reports listed under statistical service are furnished
                  at no extra charge.

         SERVICE                                                                     CHARGE        
         2.       Noebiz PC Relational Database Monthly Refresh (3                   $ *
                  Standard Tables)                                                  

* Confidential Treatment Requested.

                                 Appendix III-4

<PAGE>   20

                                   APPENDIX IV

                                 MAILING SERVICE


         1.       It is understood that Mailing Services for all regular
                  renewals, requalifications, promotions, acknowledgements,
                  statements, will be performed using Neodata's Mailing Services
                  Department at the prices provided in Exhibit "A."

         2.       Neodata will finish warehouse storage space to house
                  promotion, acknowledgement, statement and other similar forms
                  for use by Neodata in Client's behalf pursuant to this
                  agreement and in accordance with the warehouse storage charge
                  outlined in Exhibit "A", attached.


         The prices for Mailing Services are set forth in the "Neodata Mailing
         Service Operations and Price List." Mailing Services prices do not
         include outgoing postage, or the cost of materials which unless agreed
         otherwise in writing shall be supplied and paid for by Client.

                                  Appendix IV-1

<PAGE>   21
                            APPENDIX IV - EXHIBIT A                  PAGE 1 OF 3
                                NEODATA SERVICES

    TYPE OF OPERATION                           SPECIFICATIONS                                     PRICE PER JOB
    -----------------                           --------------                                     -------------

<S>                                             <C>                              <C>                    <C>
1.  INSERTION                                   Outer Envelope:  Minimum Size    Set-Up Per Job:        $ *
                                                3 1/3" x 6 1/2"

    Includes sort, tie, bag, and mail,          Maximum Size 4 1/8" x 9 1/2"     Per M Charges
    but does not include postage affixing.      (#10 Envelope).                  500 - 2,999            $ *
                                                                                 3,000 - 9,999          $ *
                                                                                 10,000 & Above         $ *

                                                Outer Envelope:                  Per M Charges
                                                size 4 1/8" x 9 1/2" or larger.  Additional 25% to
                                                                                 the above prices

    Prices include up to 4 inserts,
    each additional insert $1.20/M.

    Minimum billable quantity is 2,000
    pieces/job plus set-up fee. A job
    is defined as a key or group of keys
    using the same stock items.

2.  METERING                                    Envelopes up to 6" x 9 1/2"      Minimum Charge:          * pieces
                                                                                 Price Per M            $ *

3.  STAMP AFFIXING                              Machine Affixing                 Minimum Charge:
                                                      (Rolls Only)               Price Per M
                                                                                 3,000 - 10,000         $ *
                                                                                 10,001 & Above           *

* Confidential Treatment Requested.

                                 Appendix IV-A-1

<PAGE>   22
                             APPENDIX IV - EXHIBIT A                 PAGE 2 OF 3
                                NEODATA SERVICES

             TYPE OF OPERATION                                              SPECIFICATIONS                   PRICE PER JOB
             -----------------                                              --------------                   -------------

<S>                                                                         <C>                                  <C>
          A.       First Class                                              Standard Packages
                   1)       Mechanical Presort
                            a)       3/5 Presorted                                                               $ * /M

                                              - PLUS -
                                     (1)      5 Digit Barcode                                                    $ * /M
                                              - OR -
                                     (2)      3 Digit Barcode                                                    $ * /M
                                              - OR -
                                     (3)      ZIP+4                                                              $ * /M

                   2)       Other
                            a)       Basic Rate ZIP+4                                                            $ * /M

          B.       Third Class

                   1)       Mechanical Presort                              Standard Packages
                            a)       3/5 Presorted

                                     - PLUS -

                                     (1)      5 Digit Barcode                                                    $ * /M
                                              - OR -
                                     (2)      3 Digit Barcode                                                    $ * /M
                                              - OR -
                                     (3)      ZIP+4                                                              $ * /M

                                                                                                                 $ * /M

                   2)       Other

                            a)       Basic Rate ZIP+4                                                            $ * /M
                                     - OR -
                            b)       Basic Rate Barcode                                                          $ * /M

* Confidential Treatment Requested.

                                 Appendix IV-A-2

<PAGE>   23
                              APPENDIX IV - EXHIBIT A                PAGE 3 OF 3
                                NEODATA SERVICES

    TYPE OF OPERATION                                       SPECIFICATIONS                                PRICE PER JOB
    -----------------                                       --------------                                -------------

<S>                                                        <C>                                 <C>                <C>
5.        LASER PRINT CONTINUOUS FORMS                                                         Set-Up             $ *
                                                                                               Minimum Charge:      * forms
                                                                                               Price Per M        $ *

          - One Up Forms                                                                       Double the Above

6.        THIRD CLASS BUNDLING/BAGGING                                                         Price Per M         $ *

7.        FOLDING                                          Sheets 8 1/2" x 11" or less.        Minimum Charge:       * forms
                                                                                               Price Per M         $ *

8.        BURSTING                                                                             Minimum Charge:       * forms
                                                                                               Price Per M         $ *

9.        CHESHIRE LABEL AFFIXING                          Standard Cheshire Labels,           Minimum Charge:       * pieces
                                                           6" x 9" Card Stock Forms            Price Per M
                                                                                               0 - 50,000          $ *
                                                                                               50,001 & Above        *

10.       WAREHOUSE STORAGE                                                                    Monthly Charge:     $ */
                                                                                                                     * pieces

11.       GENERAL CLERICAL LABOR                                                               Minimum Charge:       * hours
                                                                                                  $ * /hr


* Confidential Treatment Requested.

                                 Appendix IV-A-3

<PAGE>   24
                                                                     PAGE 1 OF 1

                                   APPENDIX V

                                 SPECIAL SERVICE


         Special services consist of the operations outlined in Exhibit "B"
         attached hereto. Additional special services will be furnished on
         written request. Neodata will determine if the service can be provided
         satisfactorily with the available equipment and personnel.
         Price will be a special quotation.


         The prices for special services are set forth in Exhibit "B" attached.


         Client agrees to have all postal presort and selections from any files
         maintained at Neodata, performed at Neodata, assuming competitive
         pricing as provided by Client.

                                  Appendix V-1

<PAGE>   25
                                                                     Exhibit "B"
                                                                     Page 1 of 2

                                NEODATA SERVICES
                         PRICE SCHEDULE FOR SPECIAL JOBS

<S>                                                                                      <C>    
1.       SPECIAL JOB SELECTION (Minimum $*/Job)

         A.       Cheshire Labels                                                        $ */M
                  Magnetic Tape                                                          $ */M

         B.       Selection Charges - In addition to (A) above.

                  - Source Activity (Cold Mail, Renewal, Payment)                        $ */M
                  - State/SCF                                                            $ */M
                  - ZIP/Sex                                                              $ */M
                  - Hotline, C/A                                                         $ */M
                  - Keying (Maximum 4 Characters)                                        $ */M

         C.       Pressure Sensitive Labels Surcharge                                    $ */M

         D.       Tape/Cartridge Fee (Non-refundable)                                    $*/Reel

         E.       Upload/Download To Diskette                                            $ */M
                                                                                         plus $*/Diskette

         F.       Mail File Galley Print Out (Minimum of * Names)                        $*/M


         A.       Level C requirements -- Carrier Route                                  $ */M
                                                                                         Records Coded

         B.       Palletization                                                          $*/Issue


         A.       Programming (Minimum of 1 hour charge)                                 $*/Hr.

         B.       Computer Time (Minimum Charge of 3 minutes)

                  - excluding day-to-day standard operations                             $*/Min

4.       CLERICAL LABOR (Minimum Rate $ *)                                               $*/Hr.


         1.       Calls received on Neodata In-WATS Lines                                $ */Transaction

* Confidential Treatment Requested

                                  Exhibit B - 1

<PAGE>   26
                                                                     EXHIBIT "B"
                                                                     Page 2 of 2

<S>                                                                                      <C>    
         2.       Calls received from Canada on
                  Neodata In-WATS 800#                                                   $ */Transaction

         3.       Calls received on Neodata Regular
                  (non 800#) Line                                                        $ */Transaction

         Orders processed via American Express, Master Card or Visa
         ($* monthly minimum billing).                                                   $  */Order

7.       CUSTOM REPORTING                                                                $*/Hour

8.       PREMIUM LABELS                                                                  $  */Premium Label

         Select, balance and ship 4-Up Pressure Sensitive labels, handle
         inquiries and when necessary, produce replacement premium labels per
         subscribers correspondence (Minimum Charge $* per Selection).

9.       MAGAZINE ROOM ISSUE MAILINGS                                                    $ * Each


         A.       Hand Inscribe Gift Card - Client provides gift card
                  and outer envelope, Neodata signs gift card, inserts,
                  affixes postage and mails (postage not included).                      $ */Card

         B.       Stock - Generic Gift Card and Outer Envelope                           $ * Each


         Key enter each character collected                                              $ */Character
         Key enter telephone number                                                      $ */Number


         Client will be billed at $*, plus $*/M records with standard
         system reports.

13.      Other charges will be quoted upon request.

* Confidential Treatment Requested

                                  Exhibit B - 2