Sample Business Contracts


Interactive Advertising Agreement - LowestFare.com, 2Can Media Inc. and Frommers.com


                       Interactive Advertising Agreement

Lowestfare.com                               Frommers.com
Global Discount Travel Services, LLC         Macmillan Digital Publishing USA
980 Kelly Johnson Drive                      201 West 103rd Street
Las Vegas, NV  89119                         Indianapolis, IN 46280

2Can Media, Inc.
20700 Ventura Blvd.
Woodland Hills, CA 91364

                       Sponsorship/Booking Engine Program:

Subject to the terms and conditions of this Agreement, Lowestfare.com, a
Division of Global Discount Travel ("Lowestfare.com") will become the official
integrated travel booking-engine of Frommers.com (the "MDP Website"), a division
of Macmillan Digital Publishing USA ("MDP"), and 2Can Media, Inc. ("2Can") shall
be responsible for all billing and provide services for the placement and
maintenance of all ads except MDP house ads. In addition, 2Can shall provide
certain MDP Website tracking reports to Lowestfare.com and the MDP Website. The
Effective Date of this agreement shall begin October 15, 1998.

1. MDP Obligations

      a.    MDP and Lowestfare.com shall work together to develop a customized,
            co-branded booking engine (the "Co-branded Booking Engine") on the
            MDP Website where users can book travel using the Lowestfare.com
            proprietary travel booking engine (the "Engine"). MDP retains final
            approval over the design of the co-branded booking engine bridge
            pages; such consent shall not be unreasonably withheld.

      b.    The MDP Website shall display a minimum of [CONFIDENTIAL TREATMENT
            REQUESTED] banner impressions per month on the MDP Website. These
            impressions will be run of site and link directly to the Co-branded
            Booking Engine or the Lowestfare.com website.

      c.    The MDP Website shall display a fixed Lowestfare.com branded button
            on the MDP Website homepage, which shall appear above the fold and
            links directly to the Co-branded Booking Engine. This placement will
            exist for the term of this agreement.

      d.    The MDP Website shall display a fixed Lowestfare.com-branded button
            on all U.S. and International destination pages on the MDP Website.
            Such button shall link directly to the Co-branded Booking Engine.
            This placement will exist for the term of this agreement.

      e.    MDP shall coordinate PR and publicity effort via joint press release
            with Lowestfare.com highlighting the partnership set forth in this
            Agreement. Such press release shall be written by MDP and MDP shall
            obtain prior approval from Lowestfare.com.

      f.    The MDP Website shall include an exclusive sponsorship position in
            four "Hot 
<PAGE>   2

            Spots of the Month" promotions. The specific months of the
            sponsorship shall be chosen by Lowestfare.com from the MDP Website's
            editorial calendar

      (Exhibit B). Selections made after October 1 shall be subject to
      availability. All sponsorship links will be to the Co-branded Booking
      Engine. In addition each Hot Spot of the Month sponsorship will include
      the following:

      (i)   MDP Website homepage promotional billboard (see example at
            www.frommers.com) during each month of sponsorship/[CONFIDENTIAL
            TREATMENT REQUESTED] impressions per sponsorship.

      (ii)  Eight (8) e-mail newsletter promotions per month of sponsorship (32
            total/CONFIDENTIAL TREATMENT REQUESTED] impressions per sponsorship.

      (iii) In-house banner campaign promoting Lowestfare.com's sponsorship of
            the Hot Spot/[CONFIDENTIAL TREATMENT REQUESTED] impressions each
            month of sponsorship.

      (iv)  Exclusive Hot Spot of the Month impressions reserved for sponsor
            only/[CONFIDENTIAL TREATMENT REQUESTED] impressions each month of
            sponsorship. Sponsor receives all impressions generated for each
            month of sponsorship within the Hot Spot of the Month pages.

      (v)   Names collected via contest entry process given to Lowestfare.com
            for database collection and marketing efforts for each month of
            sponsorship.

      (vi)  2Can Media will provide [CONFIDENTIAL TREATMENT REQUESTED] banner
            impressions per each month of sponsorship on their network of
            websites. A representative list of 2CAN Media Network sites is
            attached in Exhibit E. Impressions will not be applied on the
            following 2Can Media websites: Teen Magazine Online, Mass Music,
            National Inquirer Online, PCGame, or Rick Dees.

      g. MDP shall provide guaranteed impressions as set forth in Exhibit C.

2. Lowestfare.com Obligations

      a.    Lowestfare.com shall be responsible for hosting, upkeep and
            fulfillment duties on all linked pages of the Engine and will use
            its best efforts to provide commercially reasonable backup resources
            to make those pages available to end users of the MDP Website 24
            hours per day. These resources will include computer and networking
            capacity that provide Web page response times for end users
            substantially equivalent to Lowestfare.com booking engine response
            times.

      b.    Users of the MDP Website who choose to call the Lowestfare.com
            Internet Customer Service Center in Las Vegas, NV (USA) will be
            handled with the same high level of customer service as is offered
            to all other users of Lowestfare.com's Internet products.

      c.    Hotspot of the Month Sponsorship

            (i)   Lowestfare.com shall provide one vacation package per
                  one-month sponsorship. Each prize must include a minimum of
                  two round-trip airfare tickets to the highlighted destination
                  and accommodations for at least 5 nights to the highlighted
                  destination. Each Hot Spot of the Month prize shall have a
                  published value of at least $3,000 but must not exceed
                  $10,000.
<PAGE>   3

            (ii)  Choice of four Hot Spot of the Month sponsorships must be
                  chosen no later than October 1, 1998. The list of Hot Spot of
                  the Month destinations are outlined in Attachment B.

            (iii) Names collected remain the property of MDP and may not be
                  shared with or sold to any company other than Lowestfare.com.

      d.    The package outlined above does not preclude MDP or the MDP Website
            from accepting advertising from individual carriers, lodgers, rental
            car agencies, tour providers, other travel providers or other online
            travel sites. Notwithstanding the foregoing, no advertising shall
            appear on the Co-branded Booking Engine with the exception of MDP
            in-house/internal advertising.

      e.    Lowestfare.com will supply creatives to 2Can Media as described in
            Exhibit A.

      f.    Lowestfare.com shall verify credit card information, process all
            transactions originating on the MDP Website via the Engine, and
            handle the fulfillment and post-transaction customer service, and
            collect all applicable sales and other taxes for all orders received
            from end users.

      Lowestfare.com will provide MDP with monthly reports of number of visitors
      to Lowestfare.com from the MDP Website as well as number of completed
      bookings from these visitors. Reports should be delivered by the end of
      the first week in the following month and should be e-mailed to Christy
      Miller at [email protected].

3. 2Can Media Obligations

      a.    2Can shall provide access and detailed tracking reports to
            Lowestfare.com and MDP to evaluate effectiveness of the MDP
            campaign. Reporting may include, but is not limited to the
            following:

            (i)   Total delivered impressions by day/week/month by banner
            (ii)  Total "adclicks" delivered by day/week/month by banner
            (iii) Cumulative "adclicks" for the campaign by banner
            (iv)  Total "impressions" and "adclicks" 
            (v)   Total cumulative report for all banners

      b.    All monthly 2Can Media reports as described above should be
            delivered to Steve Lay at [email protected], or as determined by
            Lowestfare.com, and Christy Miller at [email protected] at the end of
            each month for the length of this agreement.

4. Pricing and Payment

For and in consideration of the agreements contained herein, lowestfare.com
agrees to pay 2Can Media, as an agent for MDP, the following non-refundable
fees:

      a.    [CONFIDENTIAL TREATMENT REQUESTED] per month ([CONFIDENTIAL
            TREATMENT REQUESTED] annual cost) for the Term of this Agreement.

      b.    Two months' pre-payment ([CONFIDENTIAL TREATMENT REQUESTED]) is due
            upon execution of this Agreement.

      c.    All payments are due 30 days net from receipt of invoice.
<PAGE>   4

      d.    All payments under this Agreement shall be sent to:

            2Can Media
            20700 Ventura Blvd.
            Woodland Hills, CA  91364

5. Term and Termination

      a.    The term of this Agreement shall be one (1) year from the Effective
            Date (the "Term"). Thereafter, Lowestfare.com will be given first
            right of refusal to renew this Agreement for additional one (1) year
            terms, for a period of two (2) additional years (each such renewal
            shall be considered a Term), subject to the consent of MDP and under
            the following conditions:

      b.    A full review of the program as described in this Agreement will be
            executed by both parties in June of each year to assess
            effectiveness of campaign and next steps as mutually agreed upon by
            both parties

      c.    MDP will honor the same discounted rate of [CONFIDENTIAL TREATMENT
            REQUESTED]for Lowestfare.com relative to the present
            agreement-pricing model against fair market value for the program at
            the end of the first twelve months. Fair market value will be
            derived from similar elements used in pricing the present agreement
            (traffic estimates, promotional value, booking engine exclusivity,
            etc.), and must reflect true market value as deemed appropriate by
            both parties.

      d.    Either party may terminate this Agreement upon sixty (60) days prior
            written notice to the other party, if the other party breaches any
            material term of this Agreement, unless such breach is cured within
            a thirty (30) day period.

      e.    The election of either party to terminate this Agreement pursuant to
            Paragraphs 5.d. hereof shall not serve to waive, limit, bar or
            otherwise extinguish any rights that party may have to pursue and
            recover any damages that party may have suffered or incurred due to
            the breach of any term or condition of this Agreement.

6. Warranty and Indemnification

      a.    Lowestfare.com warrants and represents that it has the right, power
            and authority to enter into this Agreement; that Lowestfare.com's
            execution and delivery of this Agreement will not violate any
            material contractual or other obligation, that nothing in the
            agreement, including the Engine, will infringe the copyright,
            trademark, U.S. patent or any other right of any person or entity
            and will not infringe any copyright or other personal or proprietary
            right of any person or entity. Lowestfare.com further warrants and
            represents to the best of their knowledge that the Engine is free of
            any software virus, worm, virus macro, Trojan Horse, or other such
            component designed to permit unauthorized access, to disable, erase,
            or otherwise harm or maliciously alter software, hardware or data.
            The Engine shall be Year 2000 Compliant. "Year 2000 Compliant" shall
            mean that the Engine shall not experience any abnormality,
            malfunction, or degradation in its operation simply as a result of
            changing date values in connection with moving from the calendar
            year 1999 to the calendar year 2000. Lowestfare.com shall indemnify
            and hold MDP and its affiliates and their respective partners,
            directors, officers, employees, agents, successors, assigns and
            licensees harmless from and against any loss, liability, damage or
            expense (including reasonable
<PAGE>   5

            attorneys' fees and legal costs) arising out of a claim by a third
            party and resulting from any breach or alleged breach of
            Lowestfare.com representations and warranties contained in this
            Agreement. Lowestfare.com shall have the sole right to control the
            defense of any such claim and shall consult with MDP prior to
            settlement thereof. MDP agrees to provide reasonable assistance to
            Lowestfare.com at Lowestfare.com's expense, in the defense of same.
            MDP shall have the right to approve any settlement which does not
            provide a full and complete release of MDP liability in connection
            with the settlement of such indemnified claim.

      b.    MDP represents and warrants to Lowestfare.com that it has the right,
            power and authority to enter into this Agreement; that it is the
            owner and copyright holder of www.frommers.com, that MDP's execution
            and delivery of this Agreement will not violate any material
            contractual or other obligation; that nothing in the Agreement as
            provided to Lowestfare.com by MDP will be libelous, obscene, or
            invade the right of privacy or violate or infringe the copyright,
            trademark or any other right of, any person or entity; that
            Lowestfare.com's exercise of its rights under this Agreement
            pursuant to the terms of this Agreement will not violate or infringe
            the copyright, U.S. trademark or any other right of any person or
            entity. MDP shall indemnify and hold Lowestfare.com and its
            affiliates and their respective partners, directors, officers,
            employees, agents, successors, assigns and licensees harmless from
            and against any loss liability, damage or expense (including
            reasonable attorneys' fees and legal costs) arising out of a claim
            by a third party and resulting from any breach or alleged breach of
            MDP's representations and warranties contained in this Agreement.
            MDP shall have the sole right to control the defense of any such
            claim and shall consult with Lowestfare.com prior to settlement
            thereof. Lowestfare.com agrees to provide reasonable assistance to
            MDP at MDP's expense, in the defense of same. Lowestfare.com shall
            have the right to approve any settlement which does not provide a
            full and complete release of Lowestfare.com liability in connection
            with the settlement of such indemnified claim.

      c.    IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
            INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
            LIMITATION, DAMAGES FROM LOST PROFITS OR GOODWILL, WHETHER OR NOT
            THAT PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH
            DAMAGE.

      d.    EXCEPT FOR THE WARRANTIES SET FORTH IN THIS PARAGRAPH, EACH PARTY
            PROVIDES ALL MATERIALS AND SERVICES PERFORMED BY SUCH PARTY UNDER
            THIS AGREEMENT "AS IS". MDP MAKES NO WARRANTIES WITH RESPECT TO THE
            MDP WEBSITE OR THE CO-BRANDED BOOKING ENGINE, EXPRESS OR IMPLIED,
            AND MDP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING BUT NOT
            LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
            A PARTICULAR PURPOSE. LOWESTFARE.COM MAKES NO WARRANTIES WITH
            RESPECT TO THE LOWESTFARE.COM BOOKING ENGINE, EXPRESS OR IMPLIED,
            AND LOWESTFARE.COM EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES,
            INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
            MERCHANTABILITY AND FITNESS FOR A
<PAGE>   6

            PARTICULAR PURPOSE.

7. Ownership

Each party owns and shall retain all rights, title and interest in and to its
names, logos and service marks, proprietary features and proprietary technology,
trade secrets, patents, copyrights, trademarks, know-how and other proprietary
rights of any type under the laws of any governmental authority, domestic or
foreign, including rights in and to all applications and registrations relating
to any of the foregoing (the "Intellectual Property Rights"), or other rights of
each party, including any such rights in and to any information or works
contributed by such party to the Co-Branded Booking Engine shall at all times be
and remain the sole and exclusive property of such party. All present and future
rights in and title to the Engine are reserved to Lowestfare.com for its
exclusive use and MDP shall have no proprietary rights and shall acquire no
proprietary rights to the Engine by virtue of this Agreement. All present and
future rights in and title to the MDP Website (including the right to exploit
the MDP Website over any present or future technology) are reserved to MDP for
its exclusive use and Lowestfare.com shall have no proprietary rights and shall
acquire no proprietary rights to the MDP Website by virtue of this Agreement.
Except as specifically permitted herein, Lowestfare.com may not copy or make any
use of the MDP Website. Except as specifically permitted herein, neither party
shall use the trademarks, trade names, service marks, trade dress, logos or
titles of the other party, or the names of any individual participant in, or
contributor to, such party's intellectual property, or any variations or
derivatives thereof, for any purpose, without such party's prior written
approval.

8. Confidentiality

      a.    Confidential Information. Each party hereto (the "Disclosing Party")
            will disclose to the other party ("Recipient") information in
            connection with the performance of this Agreement. All information
            disclosed by the Disclosing Party to the Recipient during the term
            of this Agreement, including but not limited to technical and
            business information relating to Disclosing Party's products,
            research and development, production, costs, engineering processes,
            profit or margin information, finances, customers, marketing, and
            future business plans, shall be deemed "Confidential Information."
            All Confidential Information shall remain the sole property of
            Disclosing Party and Recipient shall have no rights to or in the
            Confidential Information. Recipient agrees that it shall hold the
            Confidential Information in strict confidence. Recipient further
            agrees that it shall not make any disclosure of the Confidential
            Information (including methods or concepts utilized in the
            Confidential Information) to anyone without the express written
            consent of Disclosing Party, except to employees, consultants or
            agents to whom disclosure is necessary to the performance of this
            Agreement and who shall be bound by the terms hereof, or to the
            extent it is required to disclose such information in the context of
            any administrative or judicial proceeding; provided that prior
            written notice of such required disclosure and an opportunity to
            oppose or limit disclosure is given to Disclosing Party.

      b.    Return of Information. After termination of this Agreement, upon
            written request, Recipient shall return within ten (10) business
            days all originals and copies thereof of any requested Confidential
            Information disclosed by Disclosing Party which has been fixed in
            any tangible means of expression.
<PAGE>   7

      c.    Exceptions. Nothwithstanding the other provisions of this Agreement,
            nothing received by Recipient shall be considered to be Confidential
            Information of the other, if: (i) it has been published or is
            otherwise readily available to the public other than by a breach of
            this Agreement; (ii) it has been rightfully received by Recipient
            from a third party without confidentiality limitations; (iii) it was
            known to Recipient prior to its first receipt by Recipient, as shown
            by files existing at the time of initial disclosure, or. (iv) is
            required to be disclosed by a court of competent jurisdiction, by
            Federal, state or local laws or by Federal, state or local agencies
            including as part of any filing with the Securities and Exchange
            Commission.

      d.    No Disclosure of Terms of this Agreement. Each party agrees that,
            without the prior written consent of the other party, it will not
            disclose to any third party the material terms of this Agreement,
            except as required by law or regulatory body. The existence of this
            Agreement may be disclosed without prior written consent.

9. Miscellaneous

      a.    The relationship between MDP, Lowestfare.com and 2Can will be that
            of independent contractors, and none of the parties nor any of their
            respective officers, agents or employees will be held or construed
            to be partners, joint ventures, fiduciaries, employees or agents of
            the other.

      b.    This Agreement and its performance shall be governed by the laws of
            the state of New York, without giving effect to any conflict of laws
            provisions. The parties hereto consent and submit to the
            jurisdiction of the state and federal courts in the state of New
            York in all questions and controversies arising out of this
            Agreement.

      c.    Except with respect to the performance of a party's payment
            obligations under this Agreement (which shall be unconditional),
            neither party shall be liable for delay or failure in its
            performance hereunder to the extent that such failure or delay is
            caused by any act of God, war natural disaster, strike, lockout,
            labor dispute, work stoppage, fire, serious accident, act of
            government or any other cause, whether similar or dissimilar, beyond
            the reasonable control of that party.

      d.    Neither party may assign, convey, subcontract or delegate this
            Agreement, or any of such party's rights, duties or obligations
            hereunder, without the prior written consent of the other party;
            provided however that either party may assign, delegate or
            subcontract any or all of its rights, duties and obligations here
            under to an affiliate or subsidiary or in the event of a major
            internal corporate reorganization without the other party's consent.

      e.    All rights, remedies and obligations of the parties shall accrue and
            apply solely to the parties and their successors and permitted
            assigns and there is no intent to benefit any third parties.

      f.    This Agreement contains the entire agreement between the parties
            relating to the subject matter hereof, supersedes any prior
            understandings or agreements (whether oral or written) between the
            parties regarding the subject matter, and may not be amended or
            modified except in writing as mutually agreed by the parties.

      g.    The Exhibits to this Agreement are incorporated into this Agreement
            and form a part hereof for all intents and purposes.
<PAGE>   8

      h.    No waiver of a breach of any provision of this Agreement by either
            party shall constitute a waiver of any subsequent breach of the same
            or any other provision hereof, and no waiver shall be effective
            unless made in writing and signed by a duly authorized
            representative of the waiving party.

      i.    This Agreement may be executed in separate counterparts, each of
            which when so executed and delivered shall be an original, but all
            such counterparts shall together constitute but one and the same
            instrument. Execution may be effected by delivery of facsimiles of
            signature pages (and the parties shall follow such delivery by
            prompt delivery of originals of such pages).
<PAGE>   9

x _________________________________     x ______________________________________
  Doug Bennett                            Gail Golden
  President                               CEO
  Macmillan Digital Publishing, USA       Lowestfare.com, A Division
                                          of Global Discount Travel Services,
                                          L.L.C.

Date: _____________________________     Date: __________________________________


x__________________________________

Michael Beller
Vice President of Sponsorship and Syndication
2Can Media, Inc

Date: _____________________________


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