0001047469-04-008051 Sample Contracts

RESIGNATION AGREEMENT
Resignation Agreement • March 15th, 2004 • Interactive Network Inc /Ca • Cable & other pay television services • Delaware

The Resignation Agreement (this “Agreement”) by and among Expedia, Inc., a Washington corporation (the “Company”), and Richard N. Barton (the “Executive”), is dated as of February 5, 2003 (the “Execution Date”). Any capitalized terms used but not specifically defined herein shall have the meaning set forth in the Employment Agreement dated as of February 7, 2002 entered into by and between the Executive and the Company (the “Employment Agreement”).

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Contract
Limited Liability • March 15th, 2004 • Interactive Network Inc /Ca • Cable & other pay television services • Delaware

AMENDMENT NO. 2, dated as of June 24, 2003 (this “Amendment”), to the AMENDED AND RESTATED LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (as previously amended, supplemented or otherwise modified, the “Partnership Agreement”) of VIVENDI UNIVERSAL ENTERTAINMENT LLLP (the “Partnership”) dated as of May 7, 2002, by and among USI ENTERTAINMENT INC., a Delaware corporation, as general partner, USANI HOLDINGS XX, INC., a Delaware corporation, UNIVERSAL PICTURES INTERNATIONAL HOLDINGS BV, a corporation organized under the laws of The Netherlands, UNIVERSAL PICTURES INTERNATIONAL HOLDINGS 2 BV, a corporation organized under the laws of The Netherlands, NYCSPIRIT CORP. II, a Delaware corporation, INTERACTIVECORP (formerly known as USA Interactive and, prior thereto, as USA Networks, Inc.), a Delaware corporation, USANi SUB LLC, a Delaware limited liability company, NEW-U STUDIOS HOLDINGS, INC., a Delaware corporation, and BARRY DILLER, as limited partners, VIVENDI UNIVERSAL, S.A., a société a

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2004 • Interactive Network Inc /Ca • Cable & other pay television services • New York

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Gregory R. Blatt (“Executive”) and InterActiveCorp, a Delaware corporation (the “Company”), and is effective November 5, 2003 (the “Effective Date”).

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