CONFIDENTIAL TREATMENT Confidential treatment has been HAS BEEN REQUESTED FOR requested with respect to the CERTAIN PORTIONS OF THIS information contained within the DOCUMENT "[]" markings. Such marked portions have been omitted from this filing...

EXHIBIT 10.25

CONFIDENTIAL TREATMENT **Confidential treatment has been
HAS BEEN REQUESTED FOR requested with respect to the
CERTAIN PORTIONS OF THIS information contained within the
DOCUMENT "[**]" markings. Such marked portions
have been omitted from this filing and
have been filed separately with the
Securities and Exchange Commission

Content Agreement

This Content Agreement (this "Agreement") is made as of September 29, 1999 (the
"Effective Date"), by and between XxxxxXxxxx.xxx or any successor site, a
division of Xxxxxxxx.xxx, Inc., a California corporation with principal offices
at 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, XX 00000
("ChickClick") and Xxxxx.xxx, a Delaware corporation, with principal offices at
0000 Xxxxxx Xx., Xxxxx 000, Xxx Xxxxxxxxx, XX 00000 ("Xxxxx.xxx").

Background

ChickClick operates a network of World Wide Web sites featuring content for
young women. ChickClick has developed a site currently located at
xxx.xxxxxxxxxx.xxx (the "ChickClick Site"), which connects to a network of
affiliates sites to provide a greater breadth and depth of content.

Xxxxx.xxx sells prestige beauty and accessory products and provides information
about personal care and beauty online, through its World Wide Web site, located
at xxx.Xxxxx.xxx or successor sites (the "Xxxxx.xxx Site").

Xxxxx.xxx wishes to have links established from the ChickClick Site to the
Xxxxx.xxx Site (each, a "Xxxxx.xxx Link") and to co-brand certain areas and
activities on the ChickClick Site.

ChickClick has agreed to establish those links and to co-brand certain areas on
the ChickClick Site, subject to the terms and conditions of this Agreement.

Now therefore, the parties agree as follows:

1. Links/Sponsorship/Promotion. Subject to the terms and conditions of this
Agreement,

1.1 Text Links. ChickClick will develop, implement and maintain a
Xxxxx.xxx Link from each of the pages located at xxx.xxxxxxxxxx.xxx and
xxx.xxxxxxxx.xxx (the "Home Pages") to the Xxxxx.xxx Site, as described in this
Section (mock up attached as Exhibit A). Each of the Xxxxx.xxx Links described
in this Section will consist of up to thirty five characters of text and will
have an "editorial" look and feel (the "Link Text"). The initial content of the
Link Text will be provided to ChickClick by Xxxxx.xxx and updates to the Link
Text will be provided by Xxxxx.xxx at least every five days during the term of
this Agreement. ChickClick will provide reasonable editorial assistance to
Xxxxx.xxx to help ensure that the Link Text has an editorial tone appropriate
for the ChickClick Site. The Link Text will not include any content that is
obscene, derogatory, libelous or otherwise offensive or that infringes the
rights of any third party. ChickClick may reject any Link Text that it
reasonably believes fails to comply with the provisions of this Section or is
otherwise inappropriate for the users of the ChickClick Site with reasonable
notice to Xxxxx.xxx. Xxxxx.xxx will ensure that each Xxxxx.xxx

Link described in this Section will link to an area on the Xxxxx.xxx Site that
displays content only and does not offer products or services for sale. For the
purposes of this section, providing further links to product pages, whether
imbedded in banner ads, sponsorship placement or other content on such Xxxxx.xxx
Site pages, will not constitute an offer for sale.

1.2 Beauty Polls. Twice in each calendar month, ChickClick will develop
and display a "Beauty Poll" for participation by the users of the ChickClick
Site (mock up attached as Exhibit B). The subject matter of the Beauty Poll will
be developed by ChickClick with the assistance of Xxxxx.xxx. Xxxxx.xxx must
approve the contents of Beauty Poll in writing, such approval not to be
unreasonably withheld. The Beauty Poll area will include a statement that the
Beauty Poll is co-presented by ChickClick and Xxxxx.xxx and will include a
Xxxxx.xxx Link. Each Beauty Poll will be displayed on one or more Home Pages
until a mutually agreed upon impression level is met.

1.3 Cool Product. Beginning on the first Monday of October and ending the
last Sunday in October, Xxxxx.xxx will be entitled to present Xxxxx.xxx Products
in the "Cool Product of the Week" area of the Home Pages (the "Cool Product
Area") (mock up attached as Exhibit A). During each [**] the Cool Product Area
will be displayed beginning [**] and ending [**]. The Cool Product Area will
be at least 120x90 pixels, with the entire Cool Product Area appearing above the
fold and will include a Xxxxx.xxx Link containing a Xxxxx.xxx Xxxx. Gloss may
make daily changes to the Cool Product Area, provided, however, that Xxxxx.xxx
supplies the creative elements necessary to implement the change requested [**]
prior to the change.

1.4 ChickClick Boutique. Throughout the term of this Agreement, a
Xxxxx.xxx Link will be included in the navigational bar of the jump page to the
e-commerce area of the ChickClick Site (the "ChickClick Boutique") (mock up
attached as Exhibit C). The "jump page" (mock up attached as Exhibit D)will
reside between the ChickClick Boutique home page and Xxxxx.xxx. The location and
description on the Xxxxx.xxx link is subject to Xxxxx.xxx approval, such
approval not to be unreasonably withheld. In addition, [**] of all banner
advertisements displayed on the ChickClick Site to promote the ChickClick
Boutique will include a Xxxxx.xxx Xxxx (as defined in Section 6.1). These banner
advertisements will not count towards the Impression guarantees set forth in
Section 2.1.

1.5 ChickClick Registration Area. ChickClick will provide the opportunity
for ChickClick users to register on the Xxxxx.xxx Site when they register for
the ChickClick Site ("Co-Registration") (mock up attached as Exhibit E). The Co-
Registration option will appear as a default option on the ChickClick
registration page every time the ChickClick registration page is displayed and
will permit users to "opt out" of the registration selection. The Co-
Registration process will require that a registrant agree to receive email from
Xxxxx.xxx as a condition to registration for the Xxxxx.xxx Site. ChickClick and
Xxxxx.xxx will jointly own any information collected by Chickclick through the
Co-Registration process. The information will be delivered to Xxxxx.xxx on

**Confidential treatment has been
requested with respect to the information
contained within the "[**]" markings.
Such marked portions have been omitted
from this filing and have been filed
separately with the Securities and
Exchange Commission

a weekly basis (or on a more frequent basis if mutually agreed to by the
parties) in a mutually agreed upon format. Xxxxx.xxx may only use the user
information to market or sell Xxxxx.xxx products or services and will not make
such information available to any third party.

1.6 Contests. ChickClick will produce and administer contests (the
"Contests") to promote the ChickClick Registration area described in Section 1.5
(mock up attached as Exhibit F). Xxxxx.xxx will be identified as a co-sponsor of
the Contests and will, [**], provide a prize with a fair market value of at
least Five Hundred Dollars or more to be distributed to winners of the Contests.

1.7 Emails. ChickClick will include a Xxxxx.xxx Link and Xxxxx.xxx
information in emails to registered users of ChickClick who have agreed to
receive product information by email ("Product Emails") (mock up attached as
Exhibit G). ChickClick will send at least [**] of such emails per month. The
Xxxxx.xxx listing in the Product E-mails will be no longer than 350 characters
for the Xxxxx.xxx information in addition to the Xxxxx.xxx URL. Xxxxx.xxx will
be no lower than the second advertiser listed in the Product Emails in which
they participate.

1.8 Banner ads. ChickClick will publish banner and/or sponsorship buttons
supplied by Xxxxx.xxx (the "Xxxxx.xxx Advertisements") on the ChickClick Site.
Xxxxx.xxx will deliver all Xxxxx.xxx Advertisements at least one week prior to
commencement of the delivery of the Xxxxx.xxx Advertisements on the ChickClick
Site. The Xxxxx.xxx Advertisements will not include any content that is obscene,
derogatory, libelous or otherwise offensive or that infringes the rights of any
third party. ChickClick may reject any Xxxxx.xxx Advertisement that it
reasonably believes fails to comply with the provisions of this Section or is
otherwise inappropriate for the users of the ChickClick Site. If the
advertisement is rejected by Chickclick, Chickclick will provide appropriate
notice to Xxxxx.xxx of the rejection as well as reasons supporting the
rejection.

1.9 Holiday Pages. ChickClick will develop with Xxxxx.xxx co-branded pages
for the 1999 holiday season (the "Holiday Pages") for inclusion in the
Chickclick Site (mock up attached as Exhibit H). The Holiday Pages will include
a link to the ChickClick Site as well as to xxx.XXX.xxx ("IGN") and
xxx.XxxxxXxxxxxxx.xxx ("PS") (two sites owned by Xxxxxxxx.xxx, Inc.) and will
include content chosen by ChickClick. Xxxxxxxx.xxx will serve [**] impressions
to drive traffic to the Holiday Pages using the network of Xxxxxxxx.xxx sites,
including, but not limited to, the ChickClick, IGN and PS web sites, from
November 22, 1999 to December 23, 1999. These impressions will include 468x60
banners, 120x90 Margin spots, 144x50 Sponsor buttons, and 200x200 Interstitials

1.10 Xxx Xxx Event. The parties will co-sponsor a live event, as mutually
agreed by the parties. The live event will provide at least [**] "offline
impressions," including the number of invitations and actual attendance for the
event.

2. Impressions.

2.1 Delivery. ChickClick shall provide [**] Impressions ("Impression
Guarantee") through the course of this agreement. The following minimum number
of Impressions (as defined below) will be provided on a monthly basis :

a. Beauty Poll. In conjunction with each Beauty Poll, ChickClick
will deliver a minimum of [**] Impressions.

b. Contests. In conjunction with the Contests, ChickClick will
deliver a minimum of [**] Impressions.

c. Email. In conjunction with the Product Emails, ChickClick will
deliver a minimum of [**] Impressions.

d. Banner Advertisements. In conjunction with the Xxxxx.xxx
Advertisements, ChickClick will deliver a minimum of [**] Impressions.

e. Holiday Pages. In conjunction with the Holiday Pages, ChickClick
will serve a minimum of [**] Impressions over the life of the Holiday Pages
microsite using the network of Xxxxxxxx.xxx sites, including, but not limited
to, the ChickClick, IGN and PS web sites.

f. Cool Product. In conjunction with the Cool Product Pages, ChickClick
will deliver a minimum of [**] on a weekly basis and [**] impressions for the
month of October.

g. ChickClick Boutique. In conjunction with the ChickClick Boutique,
ChickClick will deliver a minimum of [**] Impressions per month

h. Text Links. In conjunction with the Text Links, ChickClick will
deliver a minimum of [**] Impressions per month.

j. Definition of Impression. For purposes of this Agreement,
"Impression" means the display during a page view of a Gloss.com-branded text
link, graphical button, box, banner advertisement or email promotion which
enables the

user to link to a page designated by Xxxxx.xxx or provides a direct link to the
Xxxxx.xxx website. No more than [**] impressions shall be displayed on a
single web page. If Xxxxx.xxx finds that more than [**] impressions are being
delivered on a single page, Xxxxx.xxx will cache the page for later retrieval
and will provide a copy of the page along with notice of the same to Chickclick.
ChickClick will make whatever changes are necessary to comply with the section.

2.2 Remedy. If ChickClick fails to deliver at least [**]

Impressions which represents [**] of the Impression Guarantee upon the six
(6) months anniversary of this Agreement, Xxxxx.xxx will suspend payment under
Section 5.1 for the next three (3) months or until such number has been
achieved, whichever comes first. If this number has not been achieved upon the
nine (9) month anniversary of this Agreement, at its discretion, Xxxxx.xxx may
elect to either: (a) terminate this Agreement or (b) continue to suspend
payments until such traffic has been achieved, at which time payments from
Xxxxx.xxx to ChickClick will be resumed. In either case, ChickClick must still
deliver to Xxxxx.xxx an amount of traffic equivalent to the amount paid for by
Xxxxx.xxx ("Traffic Overpayment"). Traffic Overpayment shall be calculated as
the total amount of all Monthly Fees paid by Xxxxx.xxx divided by the "Deal CPM"
[**] Upon termination of this Agreement under (a) above or under Section 8, if
the aggregate number of Impressions actually delivered by ChickClick under this
Agreement (other than the impressions expressly excluded herefrom) exceeds the
number of Impressions paid for by Xxxxx.xxx under Section 5.1 as of the
effective date of termination (as measured by dividing the total amounts paid by
Xxxxx.xxx by the Deal CPM ("Unpaid Impressions"), then Xxxxx.xxx will pay within
thirty (30) days following such effective date an amount equivalent to the
number of Unpaid Impressions multiplied by the Deal CPM , up to a maximum of the
monthly fees (or prorated portion thereof) payable under Section 5.1 for the
number of months (or portion thereof) elapsed prior to the effective date of
termination. In addition, if Xxxxx.xxx continues to suspend payment under (b)
above, then at such time as the aggregate number of Impressions actually
delivered by ChickClick under this Agreement (other than the impressions
expressly excluded herefrom) equals the amount paid by Xxxxx.xxx under Section
5.1 prior to such time, then Xxxxx.xxx will resume payment of fees under Section
5.1 in accordance with the payment schedule set forth in Section 5.4, prorating
the monthly fees for portions of months then remaining. If ChickClick fails to
provide the minimum number of Impressions set forth in any Section of this
Agreement, Xxxxx.xxx's sole and exclusive remedy and ChickClick's sole and
exclusive obligation shall be to continue delivering Impressions until it
delivers the total number of promised Impressions.

3. Exclusivity. Xxxxx.xxx shall be the exclusive Third Party Online Beauty
Retailer featured, promoted, advertised or displayed on the Chickclick home
page, Estronet home page, Cool Products area and ChickClick Boutique, and, in
consideration for the payments made under Section 5.2 and so long as the terms
of Section 1.5 are in effect pursuant to Section 5.2, the Co-Registration
process. "Third Party Online Beauty Retailer" shall be defined as any entity
whose primary business is the sale of beauty products from various
manufacturers, but, for clarity, does not include any manufacturer of beauty
products, such as Revlon or Clinique, it being understood that the exclusivity

under this Section does not apply to any manufacturer-direct sales and service.
Except as provided in this Section, however, ChickClick shall be free to
feature, promote, advertise, or sponsor (or display advertisements of) and link
to any Third Party Online Beauty Retailer that may sell or otherwise distribute
beauty products and services online.

4. Other Terms.

4.1 Press Release. XxxxxXxxxx.xxx and Xxxxx.xxx will create and issue a
mutually agreeable press release. Except as provided in this Section, each party
agrees that it will not issue any press release or promotional material
concerning this Agreement without the prior written consent of the other party.

4.2 Account Manager. Both parties will appoint a dedicated account manager
to act as primary contact and to facilitate any requests for information or
assistance made by the other party. Each party will notify the other party of
the dedicated account manager's name and contact information on or before the
Effective Date. Each party may change account manager with written notice to the
other party.

4.3 Xxxxx.xxx Site Information. Xxxxx.xxx will provide ChickClick with any
information reasonably required to implement the Xxxxx.xxx Links. Xxxxx.xxx will
give ChickClick reasonable advance notice in the event Xxxxx.xxx changes its
universal record locator (URL) for the Xxxxx.xxx Site.

4.4 Orders. Xxxxx.xxx will be solely responsible for processing orders,
payment processing, shipping, cancellations, returns, and related customer
service for every order placed by a customer on the Xxxxx.xxx Site.

5. Payment.

5.1 Monthly Fee. Xxxxx.xxx will pay ChickClick a monthly fee of [**]
commencing on the Effective Date.

5.2 Registration Fee. Xxxxx.xxx shall receive the first [**] registered names
as detailed in Section 1.5 at no additional fee. From registrant [**], Xxxxx.xxx
will pay ChickClick [**] per registrant. From registrant [**], Xxxxx.xxx will
pay ChickClick [**] per registrant. After [**] registered users, ChickClick will
remove Xxxxx.xxx from the Co-Registration process, effectively terminating
Section 1.5 of the contract. Xxxxx.xxx may elect to continue Section 1.5 for the
remainder of the contract to continue the registration process after the [**]
registrant from ChickClick by providing written notice to ChickClick. If
Xxxxx.xxx elects to continue receiving registrants after the [**] registrant in
Section 1.5, Xxxxx.xxx will pay ChickClick [**] per user from user [**] until
the end of the term of the Agreement. ChickClick will invoice Xxxxx.xxx monthly
for fees due under this Section 5.2. Such invoice will include a report of the
number of new registrants for which payment is due under this Section 5.2.

5.3 New Customer Fee. In the event the number of NewCustomers (as defined
below) from the ChickClick Site to the Xxxxx.xxx Site exceeds an aggregate of
[**] during the term of this Agreement, Xxxxx.xxx will pay ChickClick [**]
within thirty (30) days of the end of the calendar month in which that number of
New Customers is achieved. "New Customers" means any person who enters the
Xxxxx.xxx site directly from a link from ChickClick and makes a purchase for the
first time during their visit to Xxxxx.xxx.

5.4 Payment Terms. Xxxxx.xxx will make all payments to ChickClick due
under Section 5.1 within thirty (30) days of the Effective Date and on monthly
anniversaries of the Effective Date thereafter. Xxxxx.xxx will make all payments
to ChickClick due under Section 5.2 within thirty (30) days following receipt of
the invoice specified in Section 5.2. Payments made under this Agreement after
the date such payments are due will incur interest at a rate equal to 1.5% per
month or the highest rate permitted by applicable law, whichever is lower.

5.5 Reports. Each payment by Xxxxx.xxx will include a report setting
forth the number of New Customers and new registrants, as applicable, for the
applicable monthly period.

5.6 Taxes. All amounts payable under this Agreement are exclusive of all
sales, use, value-added, withholding, and other taxes and duties. Xxxxx.xxx will
pay all taxes and duties assessed in connection with this Agreement and its
performance by any authority within or outside of the U.S., except for taxes
payable on ChickClick's net income. ChickClick will be promptly reimbursed by
Xxxxx.xxx for any and all taxes or duties that ChickClick may be required to pay
in connection with this Agreement or its performance.

5.7 Records and Audit Rights. Each party will keep all records relating
to New Customers and registrants for a period of two years after the expiration
of the term of this Agreement. In the event of any discrepancy between new
registrants or New Customers reported by ChickClick and those reported by
Xxxxx.xxx, the parties will cooperate and share such information as is
reasonably requested in order to resolve the discrepancy. In addition, each
party may audit such records of the other party during normal business hours ,
at its own expense (except as set forth below), using an independent certified
public accountant. If, upon performing such audit, it is determined that
ChickClick has been underpaid by more than 5% of the total fee due under this
Agreement, Xxxxx.xxx will bear all reasonable expenses and costs of such audit
in addition to its obligation to make full payment hereunder, and if ChickClick
has been underpaid by 5% or less, Xxxxx.xxx will pay the deficiency and
ChickClick will bear all reasonable expenses and costs of such audit, and if
Xxxxx.xxx has overpaid, , ChickClick will bear all reasonable expenses and costs
of such audit, and ChickClick will promptly reimburse Xxxxx.xxx for any
overpayment.

6. Trademark and Other.

6.1 Trademark Use and License. Unless otherwise stated in this Agreement, each
Xxxxx.xxx Link will be indicated by, and in the form of, one of the logos or
other trademarks attached hereto as Exhibit I (the "Xxxxx.xxx Marks"). Xxxxx.xxx
hereby grants ChickClick, for the term of this Agreement, a non-exclusive
license to use, reproduce, display, and distribute materials including, the
Xxxxx.xxx Marks in conjunction with ChickClick's activities under this
Agreement. Xxxxx.xxx reserves the right to update the Xxxxx.xxx Marks, wherein
the update shall be provided to Chickclick in the form of a new Exhibit A. . In
the event that Xxxxx.xxx determines that ChickClick's use of the Xxxxx.xxx Marks
is inconsistent with Xxxxx.xxx's quality and usage standards, then following
Xxxxx.xxx's written request, ChickClick will within thirty (30) days, conform
the use of the applicable Xxxxx.xxx Xxxx(s) to comply with the appropriate
standards. If ChickClick fails to conform the use of the Xxxxx.xxx Xxxx(s)
within such period, then Xxxxx.xxx may revoke ChickClick's right to use the
Xxxxx.xxx Marks under the terms of this Agreement.

6.2 Ownership. ChickClick will retain all right, title and interest in
and to the ChickClick Site. Xxxxx.xxx will retain all right title and interest
in and to the Xxxxx.xxx Site and the Xxxxx.xxx Marks, subject to the express
license granted herein.

7. Confidential Information.

7.1 Obligations. Each party ("Receiving Party") agrees to treat as
confidential all proprietary information disclosed to it by the other party
("Disclosing Party") including marketing information, customer data, and the
terms of this Agreement ("Confidential Information"). Receiving Party agrees not
to publish or disclose the Disclosing Party's Confidential Information to others
except to those employees and subcontractors to whom disclosure is necessary in
order to carry out the purposes of this Agreement. All tangible materials
embodying such Confidential Information will remain the sole property of
Disclosing Party and will be delivered to Disclosing Party by Receiving Party
upon Disclosing Party's request. Receiving Party will inform all its employees
and subcontractors who receive Confidential Information of the confidential
nature of such Confidential information and of their obligation to keep same
confidential and not to use it other than as permitted hereunder. Xxxxx.xxx
agrees that the user information provided to it under Section 1.6 is
ChickClick's Confidential Information. ChickClick agrees that the New Customer
information provided under Section 5.3 is Xxxxx.xxx's Confidential Information.

7.2 Exceptions. Neither party will have any obligation with respect to
any Confidential Information which: (a) was rightfully known to Receiving Party
prior to receipt of such Confidential Information from Disclosing Party; (b) is
lawfully obtained by Receiving Party from a third party under no obligation of
confidentiality; (c) is or becomes generally known or available without any act
or failure to act by Receiving Party; (d) is developed independently by
Receiving Party. Either party may disclose the Confidential Information of the
Disclosing Party if required by court order or legal requirement and the party
subject to the order has given the other party a reasonable opportunity (and has
provided reasonable cooperation based on advice of counsel,) to

contest or limit the scope of such required disclosure (including application
for a protective order).

8. Term and Termination.

8.1 Term. This Agreement will commence on the Effective Date and remain
in effect for [**] (the "Initial Term"), unless terminated earlier under
this Section 8. The parties may renew this Agreement for yearly periods after
the Initial Term by mutual agreement.

8.2 Termination for Breach or Insolvency. Either party may terminate this
Agreement at any time prior to the expiration of its stated term in the event
that: the other party breaches any material term or condition of this Agreement
and fails to cure such breach within thirty (30) days of written notice; or
either party becomes the subject of a voluntary petition in bankruptcy or any
voluntary proceeding relating to insolvency, receivership, liquidation, or
composition for the benefit of creditors; or either party becomes the subject of
an involuntary petition in bankruptcy or any involuntary proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of
creditors, if such petition or proceeding is not dismissed within sixty (60)
days of filing.

8.3 Effect of Termination. The provisions of Sections 2.2 (Impressions:
Remedy); 5 (Payment), to the extent obligations have accrued as of the
expiration or termination of this Agreement, 7 (Confidential Information), 9
(Limitation of Liability), 10 (Indemnification) and 11 (General) will survive
any expiration or termination of this Agreement. If ChickClick terminates this
Agreement due to Xxxxx.xxx's material breach within the first 90 days of this
Agreement, Xxxxx.xxx agrees to reimburse Xxxxxxxx.xxx for the cost of developing
the pages as described in this agreement for an amount not to exceed [**]. If
the contract is terminated due to the material breach of ChickClick, Xxxxx.xxx
will receive an Impression delivery equal to the total amount of money paid
under Section 5.1, divided by the agreed upon CPM of [**] less any Impressions
already delivered to that point under this Agreement (e.g. [**] Impressions,
less the actual number of Impressions delivered to date).

9. Limitation of Liability. EXCEPT WITH RESPECT TO ITS OBLIGATIONS UNDER
SECTION 10, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OR REVENUE, PROFITS, OR DATA,
ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification.

10.1 ChickClick Obligations. ChickClick hereby agrees to defend, indemnify
and hold harmless Xxxxx.xxx and its subsidiaries, and their directors, officers,
employees,

and agents against any and all claims, actions, losses, damages, costs, and
expenses (including reasonable attorneys' fees) (any or all of the foregoing
hereinafter referred to as "Losses") arising out of or based on any claim
related to the ChickClick Site or arising from any materials on the ChickClick
site including, without limitation, ad banners, Contests, or Beauty Polls, or
arising from ChickClick products or activities (or omissions) other than those
claims described in Section 10.2 below. ChickClick's obligations under this
Section are hereby expressly conditioned on the following: (a) Xxxxx.xxx
provides ChickClick with prompt notice of any such claim; (b) Xxxxx.xxx permits
ChickClick to assume and control the defense of such action, with counsel chosen
by ChickClick (who will be reasonably acceptable to Xxxxx.xxx); and (c)
Xxxxx.xxx provides ChickClick with any information or assistance requested by
ChickClick, at ChickClick's expense. ChickClick agrees not to settle a claim
that adversely affects Xxxxx.xxx's rights without prior written approval from
Xxxxx.xxx, which will not be unreasonably withheld or delayed.

10.2 Xxxxx.xxx's Obligations. Xxxxx.xxx hereby agrees to defend, indemnify
and hold harmless ChickClick and its subsidiaries, and their directors,
officers, employees, and agents against any and all Losses arising out of or
based on any claim related to the Xxxxx.xxx Site, Xxxxx.xxx's products or
activities (or omissions) with respect to any customer of Xxxxx.xxx, or the
content of the Xxxxx.xxx Advertisements or Link Text. Xxxxx.xxx's obligations
under this Section are hereby expressly conditioned on the following: (a)
ChickClick provides Xxxxx.xxx with prompt notice of any such claim;
(b)ChickClick permits Xxxxx.xxx to assume and control the defense of such
action, with counsel chosen by Xxxxx.xxx (who will be reasonably acceptable to
ChickClick); and (c) ChickClick provides Xxxxx.xxx with any information or
assistance requested by Xxxxx.xxx, at Xxxxx.xxx's expense. Xxxxx.xxx agrees not
to settle a claim that adversely affects Chickclick's rights without prior
written approval from ChickClick or Xxxxxxxx.xxx, which will not be unreasonably
withheld or delayed.

11. General.

11.1 Waivers/Modifications. Any waiver modification or amendment to any
provision of this Agreement will be effective only if in writing and executed by
both parties. The waiver by either party of any default or breach of this
Agreement will not constitute a waiver of any other or subsequent default or
breach.

11.2 Notices. All notices required to be given under this Agreement will
be deemed given when delivered personally or sent by confirmed facsimile or U.S.
certified mail, return receipt requested, to the address shown in the preamble
above, or as may otherwise be specified by either party to the other in writing.

11.3 Severability. If any provision of this Agreement is found illegal or
unenforceable, it will be enforced to the maximum extent permissible, and the
legality and enforceability of the other provisions of this Agreement will
remain in full force and effect.

11.4 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of California applicable to agreements
entered into, and to be performed entirely, within California between California
residents.

11.5 No Partnership. The relationship of the parties hereto is solely that
of independent contractors, and not partners, joint venturers or agents. Neither
party has any authority to bind the other in connection with this Agreement.

11.6 Entire Agreement. This Agreement, including any exhibits attached
hereto, is the complete and exclusive agreement between the parties with respect
to the subject matter hereof, and supersedes and replaces any and all prior or
contemporaneous agreements regarding such subject matter.

11.7 No Assignment. Neither party may assign this Agreement without the
other party's written consent except in the event of a reorganization, merger,
consolidation or sale of all or substantially all of its assets. Any assignment
in violation of this Section will be null and void.

In Witness Whereof, the parties have entered into this Agreement as of the
Effective Date.

Xxxxx.xxx.xxx: Xxxxxxxx.xxx, Inc.

By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------- ----------------------

Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx
------------------------- ----------------------

Title: VP Business Development Title: VP, Sales 9/29/99
----------------------- -----------------------

EXHIBIT

SPECIFICATIONS

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