Sample Business Contracts

Commitment Letter - LookSmart Ltd. and PBS Sponsorship Group

Sponsored Links


May 17, 1999

Mr. Val Landi
Vice President, Marketing
487 Bryant Street
San Francisco, CA 94107

Dear Val,

Thank you and without question we look forward to a great partnership with
LookSmart.  The following is a letter of commitment that LookSmart will be a
national sponsor On-air and Online of Mystery!, Chefs of Cucina Amore (Cucina),
Great Food, MasterChef USA and Sesame Street.  The details are as follows:

                          Mystery          Cucina         Great Foods      Masterchef       Sesame Street
<S>                   <C>              <C>              <C>              <C>              <C>
Start Date:           September 99     October 99       January 00       May 00           December 99

Term:                 5 Years          5 Years          5 Years          5 Years          5 Years

Mutual Option*:       3 Years          3 Years          3 Years          3 Years          3 Years

Exclusivity **:       Category         Category         Category         Category         Category

Credits/program:      2x/15:sec        2x/15:sec        2x/15:sec        2x/15:sec        2x/15:sec

Billboards ***:       Opening/         Opening/         Opening/         Opening/         TBD
                      Closing          Closing          Closing          Closing

Credit Position:      First            First            First            First            Rotates

* Either party can opt out after three years.
*** Per PBS guidelines.

Online at
Homepage:             Button           Button           Button           Button           Button

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

                                                                          Page 2

Links:  Your sponsor button will link to your site, with the exception of Sesame
Street which links to a bridge page first.

Exclusivity:  Category exclusivity to include sponsorship and banners of each
program website.

Additional Terms:

Press:  We will make every effort toward major cooperative press effort
announcing your sponsorship and partnership with PBS.  LookSmart will also have
recognition on all sponsored programs promotional and press materials.

First Look:  The National Sponsorship List will be forwarded to you for your

First Look:  Special inventory.

Client Service:  A client service person will be assigned to your sponsored

Online Broadcast Rights for Sponsored Cooking Shows:  Confirmed by e-mail from
the producer West 175 for sponsored cooking shows.

Shared and Original Web Content:  Confirmed by e-mail from the producer West 175
for sponsored cooking shows.

Online Value Added:  PBS Sponsorship Group will work with each producer to
further enhance your Online value added e.g. Online chat for Mystery!, and will
work with the producers on your behalf to help acquire the online audio and
video rights to Mystery!

Total Package Cost:  $20,750,000.00

Total Annual Cost:  $4,150,000.00

Payment Terms (Mystery, Cucina, Great Foods, Masterchef):  Year 1...25% of each
sponsored program's total on contract signing, 25% of each sponsored program's
total on the Start Date (as set forth above) of each program sponsorship, 25% of
each sponsored program's total three months after Start Date, 25% of each
sponsored program's total six months after Start Date.

Year 2 through Year 5...25% of each sponsored program's annual total on the
Start Date of each sponsorship year, 25% of each sponsored program's annual
total three months after Start Date, 25% of each sponsored program's annual
total six months after Start Date and 25% of each sponsored program's total nine
months after Start Date.

Payment Terms (Sesame Street):  To be negotiated and detailed in the Children's
Television Workshop contract.

As discussed, the PBS Sponsorship Group will make its best efforts to help you
to develop a productive relationship with PBS Online.  We understand that
LookSmart would like to provide

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search directory services to PBS Online, either co-branded or PBS branded, and
pioneer with us the interactivity of the Internet and television. We will be
happy to facilitate discussions in this area with PBS Online, as soon as

By signing below, the parties indicate the acceptance of the terms of this
commitment letter which outlines the terms and conditions of our sponsorship
deal and that the foregoing is subject to a definitive agreement including due
diligence for each sponsored program.

We are proud to have LookSmart as a sponsor on PBS and most importantly we are
very excited with this partnership for the new millennium.  I look forward to
your comments and please do not hesitate to call with any questions.

Sincerely yours,

Rick Pack
National Sponsorship Director

                              AGREED and ACCEPTED
                       PENDING LookSmart BOARD APPROVAL

PBS SPONSORSHIP GROUP                    LookSmart

By:  /s/ Peter Greene                    By:    /s/ VAL LANDI
   -----------------------------                -------------------------------

Title: Executive Director                Title: Senior Vice President
       -------------------------                -------------------------------

Date:  5/21/99                           Date:  May 24, 1999
       --------------------------               --------------------------------

                       If PBS doesn't do it, who will?"
4401 Sunset Boulevard           Los Angeles                California 90027
Voice: (323) 953-5412           Email:      Fax: (323) 953-5668