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Sample Business Contracts

Master Venture Agreement - Quokka Sports Inc., NBC Olympics Inc. and NBC/Quokka Ventures LLC

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CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. A COMPLETE
COPY OF THIS EXHIBIT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

                            MASTER VENTURE AGREEMENT

THIS MASTER VENTURE AGREEMENT (the "Agreement") is entered into as of February
9, 1999 (the "Effective Date") by and among QUOKKA SPORTS, INC., a Delaware
corporation with its principal place of business at 525 Brannan Street, Ground
Floor, San Francisco, CA 94107 ("Quokka"); NBC OLYMPICS, INC., a Delaware
corporation with its principal place of business at 30 Rockefeller Plaza, New
York, NY 10112 ("NBC"); and NBC/QUOKKA VENTURES, LLC, a Delaware limited
liability company with its principal place of business at 30 Rockefeller Plaza,
New York, NY 10112 ("NQV").

                                    RECITALS

WHEREAS, Quokka is a digital sports media company specializing in the
development of technology for and the production of coverage of international
sporting events via the Internet and other digital media;

WHEREAS, NBC is a subsidiary of a leading television company with a major
broadcast television network, several cable television networks, and television
production facilities;

WHEREAS, NBC has acquired from the International Olympic Committee ("IOC") the
U.S. rights to broadcast the Olympic Games in 2000 and 2004, and the Winter
Olympic Games in 2002;

WHEREAS, NBC and Quokka have formed NQV for the purpose of utilizing their
respective capabilities in the creation and operation of interactive media
coverage of the Events (as defined below) via the Internet and other digital
media; and

WHEREAS, the parties desire to memorialize their obligations and undertakings in
connection with the organization and operation of NQV.

NOW THEREFORE, the parties hereby agree as follows:

                                    AGREEMENT

1.  DEFINITIONS

        The following terms used in this Agreement will have the following
meanings:

        1.1.    "CHANNEL" shall mean the specific Site (as defined below)
                developed by NQV hereunder which may include, among other
                things, Highlight Video and Other Material (as defined in the
                NBC Rights and Services Terms).

        1.2.    "CURRENT CONTENT PLAN" shall have the meaning specified in the
                Operating Agreement.

        1.3.    "EVENTS" shall mean the Games and all events (i) the Interactive
                Media rights to which are owned or otherwise controlled by a
                U.S. National Governing Body that has



                                       1.
<PAGE>   2

                controlling jurisdiction over the selection of the participants
                from a sport in an Olympic Games and (ii) which occur during the
                term of this Agreement to which NBC has broadcast television and
                Internet Medium rights (as hereinafter defined).

        1.4.    "EXPIRATION DATE" shall mean the date occurring on the
                expiration of the Extension Negotiation Period (as defined in
                Section 7.1 of this Agreement) unless the parties agree to
                extend the Agreement during such Extension Negotiation Period.

        1.5.    "GAMES" shall mean each of the international sporting events
                commonly known as the Olympic Games currently planned to be held
                in Sydney, Australia in 2000; Salt Lake City, USA in 2002;
                Athens, Greece in 2004; and such other succeeding Olympic Games
                as the parties may agree pursuant to Section 7.1.

        1.6.    "GAMES PERIOD" shall mean, with respect to each Games other than
                the 2000 Games, the period commencing sixty (60) days after the
                conclusion of the prior Games and continuing through the period
                ending sixty (60) days after the conclusion of such Games. For
                the 2000 Games, the Games Period shall commence upon the
                Effective Date and continue through the period ending sixty (60)
                days after the conclusion of such Games.

        1.7.    "INITIAL CONTENT PLAN" shall mean the first Content Plan
                developed with respect to the first Games.

        1.8.    "INTERNET MEDIUM" shall include: (i) the Internet and World Wide
                Web as are in existence as of the Effective Date and their
                successor or related networks; (ii) any Internet Protocol-based
                methods of transmission and/or delivery or any Internet
                protocol-based networks and their successors; and (iii) any
                medium involving the delivery of content (e.g., text, computer
                code, still images, audio, motion video, tactile, olfactory or
                other sensory impressions) for use by an end user by means of a
                monitor, television screen, viewing screen or other display
                device where delivery of such content occurs by any transmission
                modality (e.g., copper wire, fiber optic or coaxial cable,
                satellite or terrestrial wireless transmission systems) now or
                hereafter devised, provided that the end user has the capacity
                to manipulate the content during its use to enhance, change
                delete or otherwise alter the specific content that is being
                provided. In applying the foregoing definition, if content is
                disseminated by means of any two or more media that are intended
                primarily to be displayed to the end user concurrently and in an
                integrated way through a single display device, the two or more
                media will be considered in the aggregate as a single medium,
                which will be considered Internet Medium if the combined media
                in the aggregate satisfy the above definition.

        1.9.    "LIMITED ACTIVITIES" shall mean those areas of activity set
                forth on the Limited Activity List delivered contemporaneously
                herewith, as it may be updated from time to time in accordance
                with Section 3.2.

        1.10.   "NBC COMPETITOR" shall have the meaning specified in the
                Operating Agreement.

        1.11.   "NBC RIGHTS AND SERVICES TERMS" shall mean the terms set forth
                in Exhibit A.



                                       2.
<PAGE>   3

        1.12.   "OPERATING AGREEMENT" shall mean that certain Operating
                Agreement of NQV between NBC and Quokka of even date herewith,
                as such may be amended from time to time.

        1.13.   PRINCIPLES OF COMPENSATION" shall mean the terms set forth in
                the Principles of Compensation delivered contemporaneously
                herewith, as such may be amended from time to time.

        1.14.   "QUOKKA RIGHTS AND SERVICES TERMS" shall mean the terms set
                forth in Exhibit B.

        1.15.   "QUOKKA WARRANTS" shall mean the warrants to purchase stock in
                Quokka in the form delivered by Quokka to NBC.

        1.16.   "REDUCED SPENDING PLAN" shall have the meaning specified in the
                Operating Agreement.

        1.17.   "SITE" shall mean any collection of content which may include
                data, text, graphics, sound, video, images, photographs,
                animation or any form of content hereafter developed which is
                delivered for use by an end user to a monitor, television
                screen, viewing screen or other display device via any
                transmission modality now known or hereafter developed
                (including the Internet Medium) and which provides the end user
                with the capacity to manipulate the content during its use to
                enhance, change, delete or otherwise alter the specific content
                that is being provided.

        1.18.   "TERMINATION DATE" shall mean the effective date of any
                termination of the either the NBC Rights and Services Terms or
                the Quokka Rights and Services Terms.

2.      ADDITIONAL VENTURE AGREEMENTS

        Upon execution of this Agreement, NBC and Quokka will enter into the
        Operating Agreement. NBC and Quokka shall have the further obligation to
        negotiate in good faith to develop, for approval by a Supermajority of
        the Directors, an Initial Content Plan and the Principles of
        Compensation no later than the Drop-Dead Date (as defined in the
        Operating Agreement). When such Principles of Compensation are agreed
        upon, they shall be deemed adopted contemporaneously with this
        Agreement. In the event a Mutual Termination Event (as defined in
        Section 11.4) occurs and this Agreement, including without limitation
        Exhibits A and B, is terminated by NBC, then NBC shall reimburse Quokka
        for one half (1/2) of the reasonable costs of the services of Paul
        Gudelis, Tom Feuer, Lisa Rubarth, Kent Schacht, Bill Murray, Joe
        McQueeney and Robert Vermeolen in preparing the Content Plan and other
        work solely associated with the Channel, in each case, as conducted from
        January 1, 1999 through the Drop-Dead Date.

3.      OPERATIONS OF NQV



                                       3.
<PAGE>   4

        3.1.    NQV will, at its sole cost and expense, except as provided for
                herein, create, develop, produce, host, maintain and market the
                Channel at all times in accordance with the Current Content Plan
                with respect to such Games, as approved in accordance with the
                terms of the Operating Agreement.

        3.2.    NQV will not participate or engage in the Limited Activities
                unless NBC and Quokka mutually agree in writing to permit NQV to
                do so. Subsequent to the Effective Date, either NBC or Quokka
                may add Limited Activities to the Limited Activity List
                delivered contemporaneously herewith; provided, however, that
                neither NBC nor Quokka may add Limited Activities that would
                prevent NQV from participating in any activity reasonably
                related to exercising its rights or carrying out its obligations
                as set forth in this Agreement, the NBC Rights and Services
                Terms or the Quokka Rights and Services Terms.

4.      PROCEDURES FOR SALES OF ADVERTISEMENTS AND SPONSORSHIPS

        NQV will be entitled to sell advertisements or sponsorships on the
Channel (collectively "Advertising") only in accordance with, and subject to the
limitations set forth in, the Advertising Sales Procedures delivered
contemporaneously herewith. Moreover, NBC and Quokka shall only be entitled to
sell Advertising in accordance with such Advertising Sales Procedures.

5.      GRANT OF QUOKKA WARRANTS.

        Concurrently with the execution and delivery of this Agreement, Quokka
shall issue to NQV the Quokka Warrants and each of Quokka, NBC and NQV shall
execute and deliver a Warrant Issuance Agreement in such form as shall be agreed
among the parties.

6.      INVOLVEMENT OF OTHER PARTIES

        6.1.    For the 2000 Games only, to the extent that NQV determines to
                enter into any transaction [ * ], NQV shall make the first
                approach to [ * ] with respect to the right to enter into such
                transaction, and shall, if [ * ] is interested in such a
                transaction, negotiate exclusively with [ * ] for a period of
                [ * ] days after making such offer.

        6.2.    The parties acknowledge and agree that it would be desirable for
                the [ * ] to have its websites located within the Channel and
                that NBC has entered into an agreement with [ * ] to provide
                certain hosting, design and marketing services, a copy of the
                pertinent provisions of which has been delivered to Quokka. NQV
                agrees to assume at its cost all obligations of NBC with respect
                to such hosting, design and marketing as contained in such
                agreement.

7.      RIGHTS OF FIRST NEGOTIATION

        7.1.    [ * ] NQV shall have a Right of First Negotiation with respect
                to continuation of the NBC Rights and Services Terms for the


[ * ] Confidential Treatment Requested


                                       4.
<PAGE>   5

                Games Periods after the 2004 Games (and for all Events during
                such Games Periods) for which NBC has acquired Internet Medium
                rights as of the Effective Date. The "Right of First
                Negotiation" means that prior to negotiating with any third
                party with respect to rights identical to those that NBC has
                granted to NQV pursuant to the NBC Rights and Services Terms,
                NBC shall first negotiate in good faith exclusively with NQV for
                a period of [ * ] days (the "Extension Negotiating
                Period"). Thereafter, NBC shall have no further obligation to
                NQV or Quokka with respect to such rights unless the parties
                shall otherwise agree in writing.

        7.2.    No later than June 1, 1999, NBC shall have a right of first
                negotiation with respect to conventional broadcast rights (to
                the extent Quokka secures such rights) for competitive
                "adventure" sporting events covered by Quokka, and Quokka will
                negotiate exclusively with NBC with respect to such rights for a
                period of sixty (60) days thereafter. Thereafter, Quokka shall
                have no further obligation to NBC with respect to such rights
                unless the parties shall otherwise agree in writing.

8.      BRANDING

        The parties acknowledge that one of the goals of this venture is to
        maximize the revenue of NQV. The parties also acknowledge that the
        Channel will be the official and exclusive location for NBC's Site
        coverage of the Games and will, accordingly, bear the composite
        NBC/Olympic branding, subject in each case to the restrictions contained
        in the NBC Rights and Services Terms, the terms of which are
        incorporated herein by reference. Furthermore, any brands, marks and
        logos licensed to NQV pursuant to the Quokka Rights and Services Terms,
        the terms of which are incorporated herein by reference, shall be used
        to add value to NQV in a manner to be mutually determined in accordance
        with the Current Content Plan.

9.      CONFIDENTIALITY AND NON-DISCLOSURE

        9.1.    Each party agrees that during the term of this Agreement that
                such party may come into possession of Confidential Information
                of the other party(ies). For the purposes of this Agreement,
                "Confidential Information" means any information which the party
                disclosing the information (the "Discloser") identifies orally,
                visually or in writing as confidential or which the party
                receiving the information (the "Receiver") knows or has reason
                to know is confidential to the Discloser. The terms and
                conditions of this Agreement, the Operating Agreement, the NBC
                Rights and Services Terms, the Quokka Rights and Services Terms,
                the Warrants and the Warrant Issuance Agreement shall be
                considered Confidential Information of each party. Confidential
                Information does not include information which is: (a) already
                known by the Receiver at time of disclosure; (b) is or becomes,
                through no act or fault of Receiver, publicly known; (c)
                received by Receiver from a third party without a restriction on
                disclosure or use; (d) independently developed by Receiver
                without reference to Discloser's Confidential Information; or
                (e) required or reasonably necessary to comply with laws,
                statutes, regulations, orders, and other governmental rules,
                including, without limitation, any voluntary filing under the
                Securities Act of 1933, as amended, or the Securities and
                Exchange Act of 1934, as

        [ * ]   Confidential Treatment Requested

                                       5.
<PAGE>   6

                amended. The foregoing notwithstanding, prior to making any
                filing under either the Securities Act of 1933, as amended, or
                the Securities Exchange Act of 1934, as amended, which discloses
                the existence or terms of this Agreement, the Operating
                Agreement, the NBC Rights and Services Terms, the Quokka Rights
                and Services Terms, the Warrants or the Warrant Issuance
                Agreement, Quokka shall, to the extent permitted by law,
                disclose to NBC in advance any portion of such anticipated
                filing and shall provide NBC a reasonable opportunity to review
                and comment on such portion of any such anticipated filing.

        9.2.    The Receiver shall hold the Confidential Information in
                confidence and shall not disclose the Confidential Information
                to third parties nor use the Confidential Information for any
                purpose other than as permitted in this Agreement and the other
                agreements executed contemporaneously herewith. The Receiver
                shall not, at any time during or after the term of this
                Agreement, disclose the Confidential Information to any person
                except its employees, consultants and other agents who have a
                need to know such Confidential Information and who have agreed
                to be bound by terms and conditions substantially similar to,
                and no less restrictive with respect to limitations on use and
                disclosure than, those of this Agreement. Notwithstanding the
                foregoing, Quokka may disclose the terms of Agreement to
                bankers, investment counselors and potential investors or
                acquirors in connection with any potential investment in or
                acquisition of Quokka, provided that prior to receiving such
                information such entities have agreed to limit access to only
                those persons within their organization who have a need to know
                such Confidential Information for the purpose of evaluating such
                potential investment or acquisition or similar transaction and
                who have agreed to be bound by terms and conditions
                substantially similar to, and no less restrictive with respect
                to limitations on use and disclosure than, those of this
                Agreement. Furthermore, notwithstanding the foregoing, NBC may
                disclose the terms of the Agreement to [ * ] in connection with
                [ * ] in connection with the potential acquisition of up to
                [ * ] of NBC's economic interest in the Class B Interests,
                provided that prior to receiving such information such entity
                has agreed to limit access to only those persons within their
                organization who have a need to know such Confidential
                Information for the purpose of evaluating such potential
                investment or acquisition or similar transaction and who have
                agreed to be bound by terms and conditions substantially similar
                to, and no less restrictive with respect to limitations on use
                and disclosure than, those of this Agreement.

        9.3.    Upon termination or expiration of this Agreement for any reason,
                at Discloser's direction, a Receiver shall return or destroy all
                copies of Confidential Information in its possession that is
                received exclusively from the other party.

        9.4.    NBC and Quokka agree to issue a mutually agreeable press release
                relating to the creation of NQV promptly as practicable after
                the Effective Date.


[ * ] Confidential Treatment Requested


                                       6.
<PAGE>   7

10.     LIMITATIONS OF LIABILITY

        EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN EITHER THE NBC RIGHTS AND
SERVICES TERMS OR THE QUOKKA RIGHTS AND SERVICES TERMS, AS APPLICABLE, IN NO
EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER FOR ANY CONSEQUENTIAL, SPECIAL,
INDIRECT OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT,
INCLUDING ITS EXHIBITS. THE FOREGOING IS NOT INTENDED TO LIMIT NQV'S
INDEMNIFICATION OBLIGATIONS AS SET FORTH IN ARTICLE 8 OF THE OPERATING
AGREEMENT.

11.     TERM AND TERMINATION

        11.1.   This Agreement, including without limitation Exhibits A and B,
                shall continue in effect from the Effective Date until the
                earlier of the Termination Date or the Expiration Date unless
                terminated earlier in accordance with Section 11.2, 11.3 or 11.4

        11.2.   This Agreement, including without limitation Exhibits A and B,
                may be terminated by: (1) either party upon the dissolution of
                NQV; (2) either NBC or Quokka due to a material breach of the
                Operating Agreement, Warrants or Warrant Issuance Agreement by
                the other party which has not been cured by such party within
                thirty (30) days of the receipt of written notice of such
                breach; (3) by NQV or Quokka due to a material breach by NBC of
                the terms hereof, including without limitations Exhibits A and
                B, which has not been cured by NBC within thirty (30) days of
                the receipt of written notice of such breach by NBC; (4) by NQV
                or NBC due to a material breach by Quokka of the terms hereof,
                including without limitation Exhibits A and B, which has not
                been cured by Quokka within thirty (30) days of the receipt of
                written notice of such breach by Quokka; or (5) by Quokka
                (solely in the case where there are two Class A Directors) or
                NBC due to a material breach by NQV of the terms hereof or of
                the Operating Agreement which has not been cured by NQV within
                thirty (30) days of the receipt of written notice of such breach
                by NQV. The foregoing notwithstanding, in each of cases (2) -
                (5) above, in the event that the breach in question is not
                curable, then the breaching party shall only be entitled to a
                forty-eight (48) hour notice period prior to termination by the
                other party.

        11.3.   NBC shall have thirty (30) days from the date it receive notice
                of approval of a Reduced Spending Plan to terminate this
                Agreement, including without limitation Exhibits A and B. Notice
                of approval of a Reduced Spending Plan shall be deemed to have
                been received by NBC on the date of approval of a Reduced
                Spending Plan if any Class B Director is present at the vote on
                approval of a Reduced Spending Plan.

        11.4.   Either NBC or Quokka shall have the right to terminate this
                Agreement, including without limitation Exhibits A and B, at any
                time within ten (10) days after a Mutual Termination Occasion. A
                "Mutual Termination Occasion" arises under either of the
                following circumstances: (i) in the event that a Supermajority
                of the Directors fails to approve an Initial Content Plan by the
                Drop-Dead Date; or (ii) in the event that a Supermajority of the
                Directors fails to approve Principles of Compensation by the
                Drop


                                       7.
<PAGE>   8


                Dead Date. Termination of this Agreement, including without
                limitation Exhibits A and B, pursuant to the terms of this
                Section 11.4 by either NBC or Quokka shall be deemed a "Mutual
                Termination Event."

12.     GENERAL PROVISIONS

        12.1.   This Master Venture Agreement, and the application of
                interpretation hereof, shall be governed exclusively by its
                terms and by the laws of the State of Delaware (without giving
                effect to principles of conflicts of laws).

        12.2.   If any provision of this Master Venture Agreement or the
                application thereof to any person or circumstance shall be held
                to be invalid, illegal or unenforceable to any extent, the
                remainder of this Master Venture Agreement and the application
                thereof shall not be affected and shall be enforceable to the
                fullest extent permitted by law.

        12.3.   The headings in this Master Venture Agreement are inserted for
                convenience only and in no way intended to describe, interpret,
                define, or limit the scope, extent or intent of this Master
                Venture Agreement or any provision hereof.

        12.4.   Any notice, demand or communication required or permitted to be
                given by any provision of this Master Venture Agreement shall be
                in writing and shall be deemed effectively given: (i) upon
                personal delivery to the party to be notified, (ii) when sent by
                confirmed telex or facsimile if sent during normal business
                hours of the recipient; if not, then on the next business day,
                (iii) five (5) days after having been sent by registered or
                certified mail, return receipt requested, postage prepaid, (iv)
                one (1) day after deposit with a nationally recognized overnight
                courier, specifying next day delivery, with written verification
                of receipt, or (v) if earlier, upon receipt. All communications
                shall be delivered to the Company's address or facsimile number
                as such appears in the Company's records as of the date hereof
                or to such other address or facsimile number as the Company may
                designate by ten (10) days advance written notice to the other
                parties hereto.

        12.5.   Each party hereby agrees to execute such other and further
                instruments necessary to comply with any laws, rules or
                regulations or in connection with perfecting or protecting or
                enforcing any provision of this Agreement including assignments
                or rights granted to such party hereunder.

        12.6.   This Agreement may not be assigned in whole or in part by any
                party without the other parties' prior written consents or as
                set forth in the Operating Agreement.

        12.7.   Whenever the singular number is used in this Master Venture
                Agreement and when required by the context, the same shall
                include the plural, and the masculine gender shall include the
                feminine and neuter genders and vice versa. This Master Venture
                Agreement is prepared and executed in the English language only
                and any translation of this Master Venture Agreement into any
                other language shall have no effect.



                                       8.
<PAGE>   9

        12.8.   The failure of any party to seek redress for violation of or to
                insist upon the strict performance of any covenant or condition
                of this Master Venture Agreement shall not prevent a subsequent
                act, which would have originally constituted a violation, from
                having the effect of an original violation.

        12.9.   The rights and remedies provided by this Master Venture
                Agreement are cumulative, and the use of any one right or remedy
                by any party shall not preclude or waive the right to use any or
                all other remedies. Such rights and remedies are given in
                addition to any other rights the parties may have by law,
                statute, ordinance or otherwise.

        12.10.  Except for the Operating Agreement for this venture, the Warrant
                Issuance Agreement, the Warrants, the NBC Rights and Services
                Terms and the Quokka Rights and Services Terms and such other
                documents referenced herein, this Agreement and the Exhibits
                attached hereto set forth the entire and exclusive understanding
                and agreement of the parties as to the subject matter hereof,
                and supersede any and all prior or contemporaneous oral or
                written agreements or understandings among the parties as to the
                subject matter of this Agreement. This Agreement may be changed
                only by a document in writing signed by both parties. Waiver by
                any party of a breach of any provision contained herein must be
                in writing, and no such waiver shall be construed as a waiver of
                any succeeding breach of such provision or a waiver of the
                provision itself.

        12.11.  This Master Venture Agreement may be executed in counterparts,
                each of which shall be deemed an original but all of which shall
                constitute one and the same instrument.



                                       9.
<PAGE>   10

        IN WITNESS WHEREOF, the parties hereto have executed this Master Venture
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                        QUOKKA SPORTS, INC



                                        By:  /s/ LES SCHMIDT
                                           -------------------------------------
                                           Name:  Les Schmidt
                                           Title: Chief Financial Officer


                                        NBC OLYMPICS, INC.



                                        By:  /s/ RANDEL FALCO
                                           -------------------------------------
                                           Name:  Randel Falco
                                           Title: President


                                        NQV/QUOKKA VENTURES, LLC



                                        By:  /s/ G. MICHAEL NOVELLY
                                           -------------------------------------
                                           Name:  G. Michael Novelly
                                           Title: Chief Financial Officer




                                      10.
<PAGE>   11

                                    EXHIBIT A

                        NBC RIGHTS AND SERVICES AGREEMENT

Unless otherwise defined herein, capitalized terms have the meaning ascribed to
them in the Master Venture Agreement.

1.   DEFINITIONS:

     "Event Video" shall mean moving video and accompanying synchronous audio
of the Events, including Opening and Closing Ceremonies, whether derived from
the NBC Television Network feed, the host feed, or any other feeds ("Other
Feeds") available to NBC at the Events, provided that NQV shall reimburse NBC
for any additional costs associated with obtaining such Other Feeds.

     "Highlight Video" shall mean moving video clips and accompanying
synchronous audio of the Events, including Opening and Closing Ceremonies, which
do not exceed in the aggregate: (i) for any individual match, round of
competition, race or game substantively broadcast (i.e., more than a [*] second
clip) by the NBC Television Network in Primetime (as defined hereafter), the
lesser of [*] minutes or [*] of the duration of the particular individual match,
round of competition, race or game being reported upon; (ii) for any individual
match, round of competition, race or game substantively broadcast (i.e., more
than a [*] second clip) by NBC Television in any time period that is not
Primetime, the lesser of [*] minutes or [*] of the duration of the particular
individual match, round of competition, race or game being reported upon; and
(iii) for any individual match, round of competition, race or game not broadcast
in any substantive part (i.e., more than a [*] second clip) by NBC Television,
the lesser of [*] minutes or [*] of the duration of the particular individual
match, round of competition, race or game being reported upon; provided, that
notwithstanding the foregoing, no single clip of such video shall be more than
[*] seconds in length; and, provided, further, that NQV may not aggregate such
clips, or provide a means for end users to aggregate such clips, from any single
event in a manner which would avoid the limitations contained in this paragraph.

     "NBC Television" shall mean the NBC Television Network, CNBC, MSNBC or any
other NBC-produced coverage on a network broadcast, cable or DBS service.

     "Other Video" shall mean historical Event footage as well as any
non-competition video consisting of segments, features and other programming
(e.g., "Up Close and Personal") related to the Events, whether occurring prior
to, during or after the Events.

     "Primetime" shall mean the hours of 7 p.m. to 12 a.m. in each U.S. time
zone.

     "United States Broadcast Territory" shall mean the United States and its
territories and possessions, excluding Puerto Rico.

     [*]  Confidential Treatment Requested


                                       1.

<PAGE>   12
2.   GUIDING PRINCIPLES REGARDING EVENT VIDEO

     a)   NBC represents and warrants that it has been granted a license for the
          exclusive Internet Medium rights in the United States Broadcast
          Territory in and to the Games for at least [*] and that it has been
          granted a license for the exclusive broadcast, cable and Internet
          Medium rights in the United States Broadcast Territory in and to each
          associated U.S. Olympic Trials to which NBC has the broadcast rights
          for at least [*] and the [*] day period following each such Games. NBC
          shall use commercially reasonable efforts to extend the duration of
          the foregoing rights on either an exclusive or non-exclusive basis.
          Quokka acknowledges and agrees that notwithstanding anything to the
          contrary contained herein or in any other document or agreement
          contemplated hereby, no rights with respect to Event Video are
          conveyed herein to Quokka or NQV other than as expressly set forth in
          Sections 3 hereof, and that all rights to Event Video owned or held by
          NBC shall remain NBC's except as otherwise granted.

     b)   Quokka further acknowledges and agrees that NBC may use, promote,
          market, sell, display, perform, distribute, incorporate interactive
          elements in its broadcast signal for distribution by broadcast, cable
          or DBS and otherwise exploit the Event Video, or sell, license or
          otherwise transfer such rights to third parties other than NQV, in
          any medium (including the Internet Medium) via any transmission
          modality now known or hereafter developed, subject to the constraints
          of Section 2(c) hereof. Quokka further acknowledges that NBC will
          have the right to incorporate interactive elements within its
          broadcast video signal for distribution through normal broadcast,
          cable or DBS channels.

     c)   In order to protect the rights granted to NQV herein, NBC represents
          and warrants that it has not and shall not use or distribute, nor
          shall it license the use or distribution of, Event Video, for use
          either in whole or in part whether including Other Material and still
          photographs taken from Event Video or not, over the Internet Medium
          except in such circumstance where such Event Video is used and/or
          available to the end user solely by itself, or with limited value
          added elements "Value Added Elements", such that the Value Added
          Elements would be [*]

3.   RIGHTS GRANTED TO NQV

     a)   NBC grants to NQV an exclusive non-transferable license to produce,
          distribute, promote and market the Channel as the "official" and
          exclusive location for NBC's Site coverage of the Events.

     b)   Subject to Sections 2(b) and 2(c), NBC grants to NQV for use in the
          creation and operation of the Channel the exclusive, non-transferable
          license to incorporate

     [*]  Confidential Treatment Requested


                                       2.

<PAGE>   13
     into the Channel and distribute by means of the Internet Medium throughout
     the United States Broadcast Territory Highlight Video from all Event Video
     owned by NBC or licensed to NBC where NBC has the right to sublicense such
     rights to the Event Video. To the extent that during the Term NBC is
     granted a license or is otherwise permitted to distribute by means of the
     Internet Medium Highlight Video outside the United States Broadcast
     Territory, then the license granted hereunder shall automatically expand to
     match such corresponding territory. Subject to Sections 2(b) and 2(c), NBC
     further grants to NQV for use in the creation and operation of the Channel
     the exclusive, non-transferable license to incorporate into the Channel and
     distribute by means of the Internet Medium throughout the world still
     photographs and sequential still photographs taken from Highlight Video
     from all Event Video owned by NBC or licensed to NBC where NBC has the
     right to sublicense such rights to the Event Video. Notwithstanding the
     foregoing, NQV's rights hereunder with respect to the Event Video
     (including still photographs therefrom) shall be subject to the right of
     NBC, in its sole discretion, to impose restrictions on the display or other
     use of Event Video (including still photographs therefrom) due to: (i)
     NBC's inability to grant such rights to NQV as a result of contractual
     limitations or restrictions imposed by, or conflicts with any legal rights
     held by the IOC or any other person or entity possessing intellectual
     property or other rights in such Event Video; (ii) any conflicts with NBC's
     current sponsors or advertisers or the IOC's, United States Olympic
     Committee's ("USOC"), Sydney Organizing Committee of the Olympic games
     ("SOCOG"), Salt Lake Olympic Organizing Committee's ("SLOOC"), the 2004
     Games Organizing Committee's sponsors or advertisers; (iii) transactions by
     NQV or Quokka with NBC Competitors; (iv) competition with NBC's broadcast,
     cable or direct broadcast satellite ("DBS") coverage; or (v) violations of
     NBC's, NBC Sports', the IOC's, the USOC's or other Olympic organizations'
     editorial policies and practices. In the event that NBC shall be obligated
     to pay any non de minimis amounts to third parties (other than the IOC,
     USOC or any U.S. NGB with respect to the Games and U.S. Olympic Trials) by
     reason of the licensing or use of any Event Video to or by NQV, then NBC
     shall, to the extent practicable, promptly notify NQV of such amounts, and
     if NQV elects to use (or has used) such Event Video, then it shall be
     solely responsible for any such charges. NBC will use commercially
     reasonable efforts to make all Event Video available to NQV regardless of
     whether NBC uses such Event Video in any broadcast coverage of Events. NBC
     will provide NQV with reasonable and timely means of technical access to
     all Event Video, but in no event by a quality of method and/or timeliness
     no less than the quality of method and/or timeliness provided to NBC's
     local affiliates and any company which may license any Internet Medium
     rights to the Event Video.

(c)  NBC grants to NQV for use in the creation and operation of the Channel the
     non-exclusive, non-transferable license to incorporate into the Channel and
     distribute by means of the Internet Medium throughout the United States
     Broadcast Territory all Other Video owned by NBC or licensed to NBC where
     NBC has the right to sublicense such rights to the Other Video. NBC grants
     to NQV for use in




                                       3.
<PAGE>   14
     the creation and operation of the Channel the non-exclusive,
     non-transferable license to incorporate into the Channel and distribute by
     means of the Internet Medium throughout the world all research and other
     materials whether text, audio, video, still footage, written or fixed in
     any other medium owned by NBC or licensed to NBC (collectively with the
     Other Video sometimes referred to herein as the "Other Material") where NBC
     has the right to sublicense such rights to the Other Material. To the
     extent that during the Term NBC is granted a license or is otherwise
     permitted to distribute by means of the Internet Medium the Other Video
     outside the United States Broadcast Territory, then the license granted
     hereunder shall automatically expand to match such corresponding territory.
     Subject to Sections 2(b) and 2(c), NBC further grants to NQV for use in the
     creation and operation of the Channel the exclusive, non-transferable
     license to incorporate into the Channel and distribute by means of the
     Internet Medium throughout the world still photographs and sequential still
     photographs taken from Other Material owned by NBC or licensed to NBC where
     NBC has the right to sublicense such rights to the Other Material.
     Notwithstanding the foregoing, NQV's rights hereunder with respect to the
     Other Material (including still photographs therefrom) shall be subject to
     the right of NBC, in its sole discretion, to impose restrictions on the
     display or other use of Other Material (including still photographs
     therefrom) due to: (i) NBC's inability to grant such rights to NQV as a
     result of contractual limitations or restrictions imposed by, or conflicts
     with any legal rights held by the IOC or any other person or entity
     possessing intellectual property or other rights in such Other Material;
     (ii) any conflicts with NBC's current sponsors or advertisers or the IOC's,
     USOC's, SOCOG's, SLOOC's, the 2004 Games Organizing Committee's sponsors or
     advertisers; (iii) transactions by NQV or Quokka with NBC Competitors; (iv)
     competition with NBC's broadcast, cable or DBS coverage; or (v) violations
     of NBC's, NBC Sports', the IOC's, the USOC's or other Olympic
     organizations' editorial policies and practices. In the event that NBC
     shall be obligated to pay any non de minimis amounts to third parties
     (other than for the specific Event rights granted by the IOC, USOC or any
     U.S. NGB) by reason of the licensing or use of any Other Material to or by
     NQV, then NBC shall, to the extent practicable, promptly notify NQV of such
     amounts, and if NQV elects to use or has used such Other Material, then it
     shall be solely responsible for any such charges. NBC will use commercially
     reasonable efforts to make all Other Material available to NQV regardless
     of whether NBC uses such Other Material in any broadcast coverage of
     Events. NBC will provide NQV with reasonable and timely means of technical
     access to all Other Material, but in no event by a quality of method and/or
     timeliness no less than the quality of method and/or timeliness provided to
     NBC's local affiliates and any company which may license any Internet
     Medium rights to the Event Video.

d)   Recognizing the priority of its broadcast needs, NBC shall use reasonable
     commercial efforts to provide at no additional cost to NQV the following:





                                      4.
<PAGE>   15
          (i)  Reasonable access on a twenty-four hour basis to NBC's television
               production, transmission archive and storage facilities, wherever
               located, for purposes of retrieving the Event Video and Other
               Material in a timely manner for the Channel, subject to NBC's
               reasonable rules and policies regarding such access and
               availability of space;

          (ii) Reasonable and timely access to the Commentator Information
               System (CIS);

         (iii) Access to and timely assistance from such production personnel as
               shall be reasonably necessary to facilitate the retrieval of
               Event Video and Other Material for the Channel;

          (iv) The participation of a reasonable variety of on-air personnel,
               selected by NBC in its sole discretion, during the Games and from
               time to time prior to and after the Games, such participation to
               include appearances on the Channel on a live or delayed basis;

           (v) Reasonable access to venues, athletes, coaches, Event officials
               and spectators (to the extent NBC is able to facilitate the
               same), for appearances on the Channel.

     (e)  NBC grants to NQV a non-exclusive, non-transferable license during the
          term of the Master Venture Agreement to use the composite NBC/Olympic
          logo on the Channel in connection with the production, operation,
          promotion, marketing and distribution of the Channel pursuant to the
          Master Venture Agreement, in all media in connection with all third
          party promotion, advertising and sponsorship of the Channel and in
          connection with Derivative Products (as herein defined). The rights
          granted herein are solely for the use of the NBC/Olympic logo and do
          not include any right to use the NBC mark (in any variation) or the
          Olympic mark (in any variation) standing alone. Notwithstanding the
          foregoing, the use of the composite NBC/Olympic logo shall be subject
          to the right of NBC, in its sole discretion, to impose restrictions
          due to: (i) NBC's inability to grant such rights to NQV as a result of
          contractual limitations or restrictions imposed by, or conflict with
          any legal rights held by the IOC, the USOC or any other person or
          entity possessing intellectual property or other rights in the
          composite NBC/Olympic logo; (ii) any conflicts, as may be applicable,
          with NBC's current sponsors or advertisers or the IOC's, USOC's,
          SOCOG's, SLOOC's, the 2004 Games Organizing Committee's sponsors or
          advertisers; (iii) transactions by NQV or Quokka with NBC Competitors;
          (iv) competition with NBC's broadcast, cable or DBS coverage; or (v)
          violations of NBC's, NBC Sports', the IOC's, the USOC's or other
          Olympic organizations' editorial policies and practices. NQV
          acknowledges that this is a license and that no ownership interest in
          and to the NBC/Olympic logo is transferred, and that the NBC/Olympic
          logo used alone or with other elements together with the goodwill
          of the entities symbolized thereby shall remain the property of NBC
          and the IOC, respectively. To the extent that any



                                       5.
<PAGE>   16
     goodwill is generated by the activities of NQV with respect to the
     composite NBC/Olympic logo, the parties agree that all such goodwill shall
     accrue to and be owned by NBC and the IOC. NQV agrees not to challenge or
     contest NBC or the IOC's ownership interest respectively, in the NBC and
     Olympic marks, the rights of NBC and the IOC in the NBC/Olympic logo, the
     validity of the NBC and Olympic marks and the NBC/Olympic logo, and agrees
     that it will do nothing inconsistent with such ownership and all use of the
     NBC/Olympic logo shall accrue to and benefit and be on behalf of NBC and
     the IOC. NQV agrees that it will not set up any adverse claim against NBC
     or the IOC, their parents, affiliates or subsidiaries, as a result of the
     use of the NBC/Olympic logo and that it will fully cooperate with NBC in
     any and all activities necessary to maintain NBC's and IOC's rights in the
     NBC/Olympic logo, including cooperating with NBC in recording this
     agreement with appropriate governmental entities, where necessary. NQV
     shall comply with all applicable laws and regulations and shall not
     authorize use by third parties of the NBC/Olympic logo without NBC's
     permission. NQV is subject to all the restrictions imposed on the use of
     the NBC/Olympic logo mark by agreements between NBC and third parties,
     including but not limited to the IOC, the USOC, SOCOG, SLOOC, the 2004
     Games Organizing Committee or NBC's current sponsors or advertisers. All
     rights to the NBC/Olympic logo not expressly granted are hereby reserved by
     NBC. NQV's use of the composite NBC/Olympic logo will be subject to the
     prior written approval of NBC, which approval shall not be unreasonably
     withheld or delayed. NQV agrees to maintain the quality of the Channel at a
     level that meets or exceeds industry standards and is at least commensurate
     with the quality of NBC's interactive services. NQV agrees to supply NBC
     with specimens of all uses of the NBC/Olympic logo. NQV agrees to correct
     promptly, to the extent practicable, all deficiencies in its use of the
     NBC/Olympic logo and to take measures reasonably designed to correct
     objective defects in the availability and delivery of the NBC/Olympic logo
     on the Channel. NQV shall comply with all guidelines provided by NBC with
     respect to the reproduction and use of the composite NBC/Olympic logo
     including conformance with NBC's various trademark and logo guidelines
     provided to NQV which may be amended from time to time, including if
     required by the use of said guidelines use of appropriate trademark symbols
     after the first and most prominent use of the marks on each page or panel
     of materials, and inclusion of NBC's standard trademark attribution legends
     in all such materials. This license cannot be sub-licensed, assigned or
     otherwise transferred by NQV to any third person without the prior written
     consent of NBC. The license granted by NBC hereunder shall automatically
     and immediately terminate upon the expiration or termination of the Master
     Venture Agreement or this agreement, as it may be extended, provided
     however that with respect to Derivative Products only, the license granted
     by NBC hereunder shall automatically and immediately terminate on the
     earlier of the sale of the last of the remaining Derivative Products
     inventory or six (6) months after the expiration or termination of the
     Master Venture Agreement.





                                       6.
<PAGE>   17
     f)   In addition, in order to protect the rights granted to NQV herein, NBC
          represents and warrants that it has not and shall not license a
          substantial portion of the rights set forth in Section 3(c) to any
          entity for use in connection with the Internet Medium.

     g)   Subject to the reservation of rights to NBC set forth in Section 2
          hereof, NBC hereby grants to NQV an exclusive right to produce,
          promote, market, sell and distribute Derivative Products as well as a
          non-exclusive, non-transferable license to use Highlight Video as well
          as the Other Material in connection with production, marketing,
          promotion, and distribution of any Derivative Products; provided, that
          prior to engaging in any such activities, NQV must provide a notice to
          NBC describing any such Derivative Products and any marketing,
          promotion or distribution plans therefor in reasonable detail and
          obtain the prior written consent of NBC. "Derivative Products" shall
          mean goods or services derived specifically from the Channel or any
          portion thereof to which NQV can, in NBC's reasonable judgment,
          provide significant added value. In the event that NBC intends to use
          Highlight Video in any product to which NBC, in its reasonable
          judgment believes, NQV can add significant value, NBC will notify the
          Operating Venture and will discuss in good faith the possibility of
          NQV producing and distributing any such product. Nothing contained in
          this Section 3(g) shall be construed to preclude NBC from using Event
          Video or Other Material in the production, marketing or sale of
          products by NBC, provided that NBC does not use portions of the Event
          Video or Other Material that actually incorporate enhancements made by
          the Operating Entity.

4.   SERVICES TO BE PROVIDED BY NBC TO NQV

     a)   As set forth in the promotion commitment delivered by NBC to NQV, NBC
          will provide meaningful on-air promotion for the Channel on its
          broadcast and cable television networks (e.g., NBC, CNBC, MSNBC), and
          to the extent that it engages in promotional efforts on behalf of its
          broadcast or cable coverage, NBC shall use commercially reasonable
          efforts to incorporate into such promotional efforts meaningful
          promotion for the Channel other than on-air promotion which may
          include each of the following elements (to such extent as NBC shall
          determine in good faith):

               (i)    print advertisements;

               (ii)   radio promotions;

               (iii)  preparation of promotional materials through NBC's
                      Affiliate Promotion Services Department;

               (iv)   promotion through NBC's Press Department, which may, at
                      NBC's sole discretion, include satellite feeds,
                      appearances on THE TODAY SHOW or other NBC programs.



                                       7.
<PAGE>   18
     b)  In addition to the personnel covered by Section 3(d) hereof, NBC will
         provide reasonable access to NBC personnel to provide services as
         reasonably requested by NQV. In keeping with the Principles of
         Compensation which are attached to the Master Venture Document as
         Exhibit D, NBC will charge NQV for such personnel providing services to
         NQV, and will be reimbursed for reasonable expenses of such personnel
         incurred in connection with providing services to NQV. Such amounts
         will be invoiced monthly and will be payable 30 days after receipt of
         invoice by NQV.

     c)  To the extent that NBC has any such relationships, NBC will use
         commercially reasonable efforts to provide access to NQV to its
         strategic partners and others with whom it has business relationships
         [ * ] or editorial relationships (writers, newspapers, etc.) for the
         purposes of furthering possible relationships or promotional
         opportunities between NQV and such other entities or individuals.

     d)  NBC will use reasonable commercial efforts to assist in the
         coordination and integration of programming between its broadcast and
         cable properties' coverage of Events and the Channel.

     e)  NBC will use reasonable commercial efforts to assist NQV with all
         Events-related operational needs and logistics at the sites of the
         Events, including but not limited to, office and work space, wiring and
         communications, transportation, housing, accreditation, clothing and
         hospitality, it being understood that NQV will be responsible for any
         incremental costs incurred in connection therewith.

5.   OTHER TERMS AND CONDITIONS

     a)  These NBC Rights and Services Terms ("Terms") will remain in effect
         until the earlier of the Expiration Date and the Termination Date (as
         such terms are defined in the Master Venture Agreement) unless earlier
         terminated by any party in accordance with Sections 11.2, 11.3 or 11.4
         of the Master Venture Agreement.

     b)  NBC warrants and represents that it has the right to grant the licenses
         granted herein, subject to all restrictions contained herein, in the
         Master Venture Agreement and in the Operating Agreement. Except with
         respect to any music, NBC will defend, indemnify and hold harmless NQV
         and Quokka, and their respective affiliates, officers, directors,
         employees and agents from and against any and all third party claims,
         actions, suits or proceedings, as well as any and all losses,
         liabilities, damages, costs and expenses (including, without
         limitation, reasonable attorneys fees) arising out of or accruing from:
         (i) with respect to Event Video only, the exercise of any of the rights
         granted hereunder by NBC to NQV infringes the copyright, trademark or
         other proprietary rights of any third party in any jurisdiction; (ii)
         the use or distribution of any Event Video is defamatory or libelous,
         or violates the rights of privacy or publicity of any third


[ * ] Confidential Treatment Requested


                                       8.


<PAGE>   19
party; or (iii) relating to the breach of any warranty or representation
contained herein. Upon the assertion of any claim or the commencement of any
suit or proceeding against NQV or Quokka by any third party that may give rise
to liability of NBC hereunder, NQV and/or Quokka, as the case may be, shall
promptly notify NBC of the existence of such claim and shall give NBC reasonable
opportunity to defend and/or settle the claim at its own expense and with the
counsel of its own selection. NQV and/or Quokka shall cooperate with NBC and
shall at all times have the right to participate in, but not control, such
defense and/or settlement with its own counsel and at its own expense.




                                       9.
<PAGE>   20

                                    EXHIBIT B

                      QUOKKA RIGHTS AND SERVICES AGREEMENT

Unless otherwise defined herein, capitalized terms have the meaning ascribed to
them in the Master Venture Agreement and the NBC Rights and Services Terms.

1.   RIGHTS GRANTED BY QUOKKA TO NQV

     a)   Quokka grants to NQV a worldwide, royalty free, non-exclusive,
          non-transferable license to promote, and use in connection with
          Channel, all Quokka Technology (as defined herein) and Quokka
          Technology Improvements (as defined herein) owned by Quokka and/or
          licensed to Quokka (where Quokka has the right to relicense without
          payment of more than de minimis amounts to third parties); provided,
          that Quokka shall not license any Quokka Technology or Quokka
          Technology Improvements to any other person or entity for use in
          connection with such portion of any Site which contains content
          relating to the Games and which is promoted to a United States
          audience. For purposes of clarification, the foregoing proviso shall
          not apply to any portion of a Site which does not include content
          related to the Games (i.e., NBA or NFL content) or which is targeted
          to a non-United States audience and not promoted in the United States
          (i.e., Yahoo U.K.). The term "Quokka Technology" shall mean any
          technology now or hereafter developed, purchased, or licensed or
          otherwise acquired by Quokka (including without limitation any idea,
          concept, invention, device, design, research, apparatus, machine,
          practice, process, method, product, improvement, formula, algorithm,
          technical development or plan, production technique, schematic, block
          diagram, flow chart, test procedure, mask work, software (including
          all of the written materials prepared by or for Quokka for any such
          software, including, but not limited to user manuals), software
          systems, codes (including HTML formatting code, source code, object
          code), utilities, design processes, program logic, interactive
          program structures, retrieval software systems, user interface
          designs, and any other procedures and methods or operation) which can
          be or may be used in connection with the development and/or delivery
          of content to an end user by means of the Internet Medium. In
          connection with such right and license, Quokka shall provide at no
          charge NQV with copies of all tangible materials other than hardware
          constituting or relating to Quokka Technology necessary in order to
          exploit such Quokka Technology.

     b)   Quokka hereby grants to NQV a non-exclusive, non-transferable license
          to use Quokka Technology in connection with the production,
          marketing, promotion and distribution of Derivative Products.

     c)   All improvements, alterations, and other changes to the Quokka
          Technology made by or under the authority of Quokka ("Quokka
          Technology Improvements"), shall be deemed assigned to and inure to
          the sole benefit of Quokka; provided, that



                                       1
<PAGE>   21
          notwithstanding the foregoing, any improvements, alterations, and
          other changes to the Quokka Technology made by NQV ("Operating Entity
          Technology Improvements"), shall be deemed assigned to and inure to
          the sole benefit of NQV. NQV shall grant Quokka a non-exclusive,
          royalty free license to use NQV Technology Improvements during the
          term of the Master Venture Agreement.

     (d)  Quokka grants to NQV a non-exclusive, non-transferable license during
          the term of the Master Venture Agreement to use the Quokka logo on
          the Channel in connection with the production, operation, promotion,
          marketing and distribution of the Channel pursuant to the Master
          Venture Agreement, in all media in connection with all promotion,
          advertising and sponsorship of the Channel including by authorized
          third parties and in connection with Derivative Products (as herein
          defined). NQV acknowledges that this is a license and that no
          ownership interest in and to the Quokka logo is transferred, and that
          the Quokka logo used alone or with other elements together with the
          goodwill of the entity symbolized thereby shall remain the property
          of Quokka. To the extent that any goodwill is generated by the
          activities of NQV in the Quokka logo, the parties agree that all such
          goodwill shall accrue to and be owned by Quokka. NQV agrees not to
          challenge or contest Quokka's ownership interest in the mark, the
          rights of Quokka in the Quokka logo, the validity of the Quokka mark
          and the Quokka logo, and agrees that it will do nothing inconsistent
          with such ownership and all use of the Quokka logo shall accrue to
          and benefit and be on behalf of Quokka. NQV agrees that it will not
          set up any adverse claim against Quokka, its parents, affiliates or
          subsidiaries, as a result of the use of the Quokka logo and that it
          will fully cooperate with Quokka in any and all activities necessary
          to maintain Quokka's rights in the Quokka logo, including cooperating
          with Quokka in recording this agreement with appropriate governmental
          entities, where necessary. NQV shall comply with all applicable laws
          and regulations and shall not authorize use by third parties of the
          Quokka logo without Quokka's permission. All rights to the Quokka
          logo not expressly granted are hereby reserved by Quokka. NQV is
          subject to all the restrictions imposed on the use of the Quokka logo
          mark by agreements between Quokka and third parties. NQV's use of the
          Quokka logo will be subject to the prior written approval of Quokka,
          which approval shall not be unreasonably withheld or delayed. NQV
          agrees to supply Quokka with specimens of all uses of the Quokka logo
          upon request. NQV agrees to correct promptly, to the extent
          practicable, all deficiencies in its use of the Quokka logo and to
          take measures reasonably designed to correct objective defects in the
          availability and delivery of the Quokka logo on the Channel. NQV
          shall comply with all guidelines provided by Quokka with respect to
          the reproduction and use of the Quokka logo including conformance
          with Quokka's various trademark and logo guidelines provided to NQV
          which may be amended from time to time, including if required by the
          use of said guidelines use of appropriate trademark symbols after the
          first and most prominent use of the marks on each page or panel of
          materials, and inclusion of Quokka's standard trademark attribution
          legends in all such materials. This license cannot be sub-licensed,
          assigned or otherwise transferred by NQV to any third person without



                                       2
<PAGE>   22
          the prior written consent of Quokka. The license granted by Quokka
          hereunder shall automatically and immediately terminate upon the
          expiration or termination of the Master Venture Agreement or this
          agreement, as it may be extended, provided however that with respect
          to Derivative Products only, the license granted by Quokka hereunder
          shall automatically and immediately terminate on the earlier of the
          sale of the last of the remaining Derivative Products inventory or six
          (6) months after the expiration or termination of the Master Venture
          Agreement.

     e)   Any content created by Quokka related to the Events which is
          customarily viewed directly by the end-user (i.e., not Quokka
          Technology or Quokka Technology Improvements), including without
          limitation, text, graphics, and photos, shall be owned and retained by
          NQV.

2.   SERVICES TO BE PROVIDED BY QUOKKA TO NQV

     a)   Quokka will provide all personnel necessary to create, develop,
          operate, host and maintain the Channel in accordance with the Current
          Content Plan and NQV's annual budget, as well as all related support
          for NQV. In keeping with the "Principles of Compensation", Quokka will
          charge NQV for such personnel providing services to NQV, and will be
          reimbursed in accordance with NQV's annual budget for reasonable
          expenses of such personnel incurred in connection with providing
          services to NQV. Such amounts will be invoiced monthly and will be
          payable 30 days after receipt of invoice by NQV.

     b)   For a period of at least fourteen (14) days prior to and during the
          period of the Games, Quokka will provide meaningful Internet promotion
          for the Channel through its principal website.

     c)   To the extent that Quokka has any such relationships, Quokka will use
          commercially reasonable efforts to provide access to NQV to its
          strategic partners and others with whom it has business relationships
          or editorial relationships for the purposes of furthering possible
          relationships or promotional opportunities between NQV and such other
          entities or individuals.

3.   OTHER TERMS AND CONDITIONS

     a)   These Quokka Rights and Services Terms ("Terms") will remain in effect
          until the earlier of the Expiration Date and the Termination Date
          unless earlier terminated by any party in accordance with Sections
          11.2, 11.3 or 11.4 of the Master Venture Agreement.

     b)   Quokka warrants and represents that it has the right to grant the
          rights granted herein. Quokka will defend, indemnify and hold harmless
          NQV and NBC, and their respective affiliates, officers, directors,
          employees and agents from and


                                       3
<PAGE>   23
against any and all third party claims, actions, suits or proceedings, as well
as any and all losses, liabilities, damages, costs and expenses (including,
without limitation, reasonable attorneys fees) arising out of or accruing from
breach of any warranty or representation made by Quokka herein. Quokka will
defend, indemnify and hold harmless NQV and NBC, and their respective
affiliates, officers, directors, employees and agents from and against any and
all third party claims, actions, suits or proceedings, as well as any and all
losses, liabilities, damages, costs and expenses (including, without
limitation, reasonable attorneys fees) arising out of any claim, suit, action
or proceeding alleging that any Quokka Technology or Quokka Technology
Improvements infringe any copyright, trademark, trade secret, trade dress,
patent or other intellectual property right or proprietary right of any third
party. In the event that some or all of the Quokka Technology or Quokka
Technology Improvements are held by a court of competent jurisdiction to
infringe, then Quokka shall have the option, at its expense, to (i) modify such
Quokka Technology or Quokka Technology Improvements to be non-infringing , or
(ii) obtain for NQV a license to continue using such Quokka Technology or
Quokka Technology Improvements. Upon the assertion of any claim or the
commencement of any suit or proceeding against NQV or NBC by any third party
that may give rise to liability of Quokka hereunder, NQV and/or NBC, as the
case may be, shall promptly notify Quokka of the existence of such claim and
shall give Quokka reasonable opportunity to defend and/or settle the claim at
its own expense and with the counsel of its own selection. NQV and/or NBC shall
cooperate with Quokka and shall at all times have the right to participate in,
but not control, such defense and/or settlement with its own counsel and at its
own expense.







                                       4