COPYRIGHT CO-LICENSE AGREEMENT

THIS COPYRIGHT CO-LICENSE AGREEMENT ("Agreement") is made as of November 24, 1998 ("Effective Date") by and between INTERNET WORLD MEDIA, INC., a Delaware corporation ("IWM"), and internet. com LLC, a Delaware limited liability company ("internet. com").

Recitals

A. IWM publishes INTERNET WORLD and BOARDWATCH magazines and The Directory of Internet Service Providers (collectively, the "Publications"), which focus on information technologies and the Internet industry, and produces INTERNET WORLD and ISPCON trade shows and conferences (collectively, the Trade Shows");

B. IWM currently owns a 19.9% interest in internet. com. internet. com's business consists of producing and operating a network of Internet Web sites connected to (internet. com) that contains news and resources for the Internet industry, directories of Internet products and services, back issues of the Publications and information about IWM's INTERNET WORLD and ISP CON trade shows and conferences, including the copyrighted works set forth in Schedule A (the "internet. com Copyrights");

C. Pursuant to the terms and conditions provided herein and for no other purpose: internet. com desires to acquire from IWM, and IWM desires tog rant to internet. com, a license to use the copyrighted works embodied in the Publications or used in connection with the IWM Business, as defined herein; and IWM desires to acquire from internet. com and internet. com desires to grant to IWM, a license to use the internet. com Copyrights in connection with the IWM Business, as defined herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions.

1.1 "internet. com Business" shall mean the business of producing and operating a network of Internet Web sites connected to (internet. com) that contains news and resources for the Internet industry, directories of Internet products and services, back issues of the Publications and information about IWM's INTERNET WORLD and ISPCON trade shows and conferences.

1.2 "internet. com Copyrights" shall mean the entire text and format of the following features of the (internet. com) Web site, in all updates transmitted during the term of this Agreement: the DR. WEBSITE, ISDEX and INTERNET STOCK REPORT columns.

1.3 "IWM Business" shall mean IWM's business of publishing and distributing the Publications, and producing INTERNET WORLD and ISPCON trades how sand conferences.

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