Sample Business Contracts

Advertising Contract - Lycos Inc. and

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     New York  (212) 549-2100
San Francisco  (415) 281-8721
   Pittsburgh  (412) 208-1000
      Waltham  (781) 370-2700
 Williamstown  (413) 458-2615
      Chicago  (773) 281-8390

 Philadelphia  (610) 701-5779
  Los Angeles  (310) 914-0195
      Atlanta  (404) 238-0534
  New England  (603) 924-4983 
 Mountainview  (650) 938-4400 
       Dallas  (214) 800-8767 

Send all payments to:
  Lycos, Inc.
  P0 Box 6255
  Boston, MA 02212-6255


Agent/Agency                  Global Travel Marketing Services
  Billing Contact Name:       Terry O'Neal
  Billing Address1:           980 Kelly Johnson Drive
  Billing Address2:           Las Vegas, NV 89119
  Telephone Number:           702-260-3602
  Fax Number:                 702-260-3772

Technical Contact:            Greg Monton  
 Telephone:                   702-260-3603 
Reporting Contact:            Steve Lay    
 Telephone:                   714-249-4935  
Online Reporting:                          
 User Name:                                
 Password (8 chars):                       
Advertiser's URL:                           

                                                            Date                                      Discount                  
  Target/                Keyword                       --------------                  Gross  Gross  (if applicable)   Net     Net
  Keyword      Excl.      Res ID      Description      Start      End     Impressions   CPM    Cost                    Cost    CPM
                                                                                               --        --              --     --
                                                                                                         --                     --
                                                                                                         --                     --
Per Attached Addendum                               10/28/98     10/27/99     ***                        --          ***       ***
Per Attached Addendum                               10/28/99     10/27/00     ***                        --          ***       ***
                                                                                               --        --              --     --
                                                                                               --        --              --     --
                                                                                                                         --     --
                                                                                                                         --     --
                                                                                                                         --     --
                                                                                                                         --     --
                                                                                                                         --     --
                                                                                                                         --     --
                                                                                                                         --     --
                                                                                                                         --     --
                                                                           -----------  -----------------------------------
                                                                               ***             --        --          ***

(For internal purposes only)       
Advertising Contract Split             Yes        No                  Advertiser/Agent signature ___________________________________
Repeat/First time advertiser         Repeat    First Time                                                                   DATE
Technical/Non Technical               Tech     Non Tech
Keyword/ Target/ Impr/ Comb       Key   Tgt    Impr   Combo      Lycos account manager signature  __________________________________
Domestic/ International client         Dom       Intern
Number of brands represented       _______________________   Credit Card Number (AmEx, MC, Visa)  _________________  Exp. Date______

   This advertising contract is subject to the attached Terms and Conditions.

<PAGE>   2

                              Terms and Conditions

1.    General. A signed contract must be submitted to Tripod five days in
      advance of initial publication date. By submitting advertising for
      inclusion on the Tripod site, advertiser/agency agrees to be bound by the
      terms of this contract. No conditions other than those set forth herein
      shall be binding on Tripod unless specifically agreed to in writing by
      Tripod. Tripod will not be bound by conditions printed or appearing on
      order blanks or copy instructions submitted by or on behalf of the
      advertiser/agency. This contract supersedes all terms and conditions on
      Tripod rate cards.

2.    Changes and Cancellations. All artwork must be received at least five days
      in advance of publication date. Cancellations or copy changes will not be
      accepted after the published closing date to the update to the Tripod
      site. Changes to artwork must be received by Tripod at least three days in
      advance of requested change date. Any change orders must be made in
      writing and acknowledged by Tripod. Change orders cannot be submitted any
      more frequently than once every fourteen days. The initial term of this
      contract shall be one year from the date of this contract ("Initial
      Term"). This contract may not be terminated by Tripod or advertiser/agency
      during the Initial Term; provided, however, either party may terminate
      this contract at any time in the event of a material breach by the other
      party which remains uncured after thirty (30) days' written notice thereof
      This contract shall automatically be extended for an additional one year
      period pursuant to the terms stated herein ("Renewal Term"), except in the
      event of one of the following: (a) the contract is terminated for material
      breach, (b) the contract is terminated by mutual agreement of the parties,
      or (c) the parties cannot mutually agree on the termination provisions to
      be in effect during the Renewal Term. The parties will commence
      negotiation of the mutual termination provisions in good faith no later
      than forty-five (45) days prior to the end of the Initial Term. In the
      event that the parties cannot reach a mutual agreement prior to the end of
      the Initial Term, or as negotiations may be extended by the parties, this
      contract shall terminate on the 60th day of the Renewal Term. In the event
      that Tripod desires to exercise its right to terminate this contract
      during the Renewal Term because Tripod has received, and wishes to accept
      a written offer in good faith from another person or entity to purchase,
      for a higher amount, any inventory purchased by Lowestfare under the
      contract, prior to terminating the contract, Tripod will offer Lowestfare
      (pursuant to a written notice which shall set forth in reasonable detail
      the material terms of such offer, or provide a copy of the offer to
      purchase) an opportunity to match or exceed the offered price. Lowestfare
      must respond to any notice from Tripod regarding such additional offer
      within three (3) business days of receipt by Lowestfare of such notice. If
      Lowestfare fails to respond or responds in the negative, Lycos is under no
      further obligation to Lowestfare with respect to such inventory.

3.    Payment. Lowestfare will pay Tripod 1/3 of the first year's payment upon
      the contract's signing, 1/3 on Feb. 1, 1999 and the remaining 1/3 on June
      1, 1999. In the Renewal
<PAGE>   3

      Term, the same schedule of payments will apply. If payment is not made
      within 30 days of invoice date, Tripod at its option, may terminate the
      contract. In addition, advertiser/agency shall be liable to Tripod for all
      attorney's fees and other costs of collection. Interest will accrue on any
      past due amounts at the rate of one and one-half (1 1/2%) percent per
      month, but not in excess of the lawful maximum. Tripod shall have the
      right to hold the advertiser and/or its agency or agent jointly and
      severally liable for all amounts due.

4.    Frequency and Discounts. If Tripod fails to provide the guaranteed number
      of impressions, Tripod will make good on this contract by providing
      advertiser with additional impressions within one hundred twenty (120)
      days of the end of the Renewal Term, and if there is no Renewal Term, the
      Initial Term (the "Cure Period"). In the event that Tripod fails to
      deliver the guaranteed number of impressions during the Cure Period.
      Tripod will refund a pro rata portion of the amount paid by
      advertiser/agency under the contract. Tripod will not make good for
      under-delivery due to delays caused by advertiser/agency.

5.    Licenses and Indemnification. The advertiser/agency represents that the
      advertiser is the owner or is licensed to use the entire contents and
      subject matter contained in its advertising and collateral information,
      including, without limitation: (a) the names and/or pictures of persons;
      (b) any copyrighted material, trademarks and/or depictions of trademarked
      goods or services; and (c) any testimonials or endorsements contained in
      any advertisement submitted to Tripod. In consideration of Tripod
      acceptance of such advertisements and information for publication, the
      advertiser and agency will jointly and severally indemnify and hold Tripod
      harmless against all loss, liability, damage and expense of any nature
      (including attorney's fees) arising out of the copying, printing,
      distributing, or publishing of advertiser's/agency's advertisements. If
      advertiser possesses any preexisting copyright interests in the
      advertisements, advertiser grants Tripod the right to use, reproduce, and
      distribute the advertisements.

6.    Key Words and Phrases. Each advertiser may be given a "first right" to its
      exact company name and trademarks for keyword/phrase advertising. Tripod
      may pre-empt an existing key work/phrase advertiser by submitting a
      three-month advertising contract. The existing contract-holder for the key
      word/phrase will be provided with a two-week notification of preemption
      and will receive a pro-rated refund for any unfulfilled number of
      guaranteed impressions. If two or more advertisers have the same name or
      trademark, the allocation will be on a first-come basis and the existing
      contract will take precedence.

7.    Rejections. Tripod reserves the right, without liability (unless Lycos has
      not acted in good faith), to reject, omit or exclude any advertisement or
      to reject or terminate any links for any reason at any time, with or
      without notice to the advertiser/agency, and whether or not such
      advertisement or link was previously acknowledged, accepted, or published.

8.    Limitation of Liability. Tripod shall not be liable for any errors in
      content or omissions.
<PAGE>   4

      Should an error appear in an advertisement, Tripod liability will be
      limited to the cost of the advertisement (prorated for the publishing
      completed). Tripod will not be liable for any delays in delivery and/or
      non-delivery in the event of an act of God, action by any government
      entity, transportation, strike, network difficulties, electronic
      malfunction, etc. or any feasibility, reliability, or effectiveness
      related to the Tripod site. Tripod does not represent or warrant that the
      Tripod site will meet the objectives or needs of advertiser/agency or any
      third party. In no event will Tripod be liable for any failure,
      disruption, downtime, interruption, miscalculation, delay, inaccuracy, or
      any other nonperformance related to the Tripod site.


9.    Choice of Law and Forum. This contract shall be interpreted and construed
      in accordance with the laws of the Commonwealth of Massachusetts, without
      regard to its conflicts of laws provision, and with the same force and
      effect as if fully executed and performed therein. Each party hereby
      consents to the personal jurisdiction of the Commonwealth of
      Massachusetts, acknowledges that venue is proper in any state or Federal
      court in the Commonwealth of Massachusetts, agrees that any action related
      to this Agreement must be brought in a state or Federal court in the
      Commonwealth of Massachusetts, and waives any objection that may exist,
      now or in the future, with respect to any of the foregoing.

10.   Miscellaneous. This contract cannot be sold, assigned or transferred by
      advertiser/agency to any party. However, Lowestfare has the right to
      assign this contract to its successors, affiliates or subsidiaries now
      existing or hereafter organized provided such party is not a direct
      competitor of Lycos, Inc. If any portion of the contract is found
      unenforceable for any reason, the remainder will remain in full force and
      effect. No waiver by Tripod shall operate as a waiver of any other
      provision or any subsequent default. This document represents the entire
      agreement of the parties; Tripod will not be bound by the representations
      of any agents, brokers, or other third parties. Any modifications must be
      in writing and signed by an authorized representative of Tripod.

The undersigned is legally empowered with due corporate authority to enter into
this Contract and agrees to be bound by the Terms and Conditions of this

          Advertiser or Agent                          Tripod, Inc.
______________________________________  ________________________________________

______________________________________  ________________________________________
             Signature                                 Signature
<PAGE>   5

______________________________________  ________________________________________
               Date                                       Date