CONFIDENTIAL
                  AMENDED AND RESTATED ANCHOR TENANT AGREEMENT

         This Amended and Restated Anchor Tenant Agreement (this "Agreement"),
dated July 23, 1999 (the Amendment Date) but effective as of October 1, 1998
(the "Effective Date"), is made and entered into by and between America Online,
Inc. ("AOL"), a Delaware corporation, with its principal offices at 22000 AOL
Way, Dulles, Virginia 20166, and The Knot, Inc. ("Interactive Content Provider"
or "ICP"), a Delaware corporation, with its principal offices at 462 Broadway
6th Floor, New York, New York 10013 (each a "Party" and collectively the
"Parties").

                                  INTRODUCTION

         The Parties entered into an Anchor Tenant Agreement effective as of
October 1, 1998 (the "Prior Agreement") and subsequently determined that it
would be mutually beneficial to broaden the relationship contemplated thereby.
Accordingly, the Parties have entered into this Agreement which supersedes the
Prior Agreement. AOL and ICP each desires that AOL provide access to the ICP
Internet Site, the Online Area and the other ICP Programming, subject to the
terms and conditions set forth in this Agreement. Defined terms used but not
otherwise defined in this Agreement shall be as defined on Exhibit B attached
hereto.

                                      TERMS

1.       DISTRIBUTION; PROGRAMMING

         1.1      PROGRAMMING AND DISTRIBUTION. Beginning on a mutually agreed
                  upon date(s) after the Amendment Date, AOL shall provide ICP
                  with the promotions and reserved programming areas set forth
                  on Exhibit A-1. The promotions and reserved programming areas
                  described on Exhibit A-1 and any other promotions provided by
                  AOL to ICP shall be referred to as the "Promotions." Subject
                  to ICP's reasonable approval, AOL will have the right to
                  fulfill its promotional commitments with respect to any of the
                  foregoing by providing ICP comparable promotional or
                  programming placements in appropriate alternative areas of the
                  AOL Network. In addition, if AOL is unable to deliver any
                  particular Promotion, AOL will work with ICP to provide ICP,
                  as its sole remedy, a comparable promotional or programming
                  placement. Except to the extent expressly described herein,
                  the exact form, placement and nature of the Promotions shall
                  be determined by AOL in it's reasonable editorial discretion.
                  ICP shall comply with the programming requirements and provide
                  the Content set forth on Exhibit A and AOL's provision of
                  Promotions in connection with any particular AOL Property
                  shall be conditioned upon ICP's compliance with the
                  programming requirements and provision of the Content set
                  forth on Exhibit A-1 for such AOL Property.

         1.2      ONLINE AREA AND OTHER CONTENT. ICP shall work diligently to
                  develop, implement and maintain the Online Area and the other
                  ICP Programming, which shall consist of the Content described
                  on Exhibit A-2 hereto (the "Programming Plan"). ICP shall
                  produce the Online Area using AOL's "Rainman" forms, in the
                  case of the AOL Service, or using other technology designated
                  by AOL and shall develop the design of the Online Area and
                  other ICP Programming in consultation with AOL and in
                  accordance with any standard design and content publishing
                  guidelines provided to ICP by AOL (including, without
                  limitation, any HTML publishing guidelines). The ICP Internet
                  Site shall consist of the Content described on the Programming
                  Plan. ICP shall not authorize or permit any third party to
                  distribute any Content of ICP through the AOL Network absent
                  AOL's prior written approval; provided, however, that ICP
                  shall not be deemed to have violated this provision as a
                  result of Content in third party areas which either (a)
                  promotes the Wedding subchannel or the Online Area or (b) is
                  wedding-related Content and contextually relevant to the
                  Content in such third party area. The inclusion of any
                  additional Content for distribution through the AOL Network
                  (including, without limitation, any features, functionality or
                  technology) not

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                  expressly described on Exhibit A-2 shall be subject to AOL's
                  prior written approval. Each screen of the Online Area which
                  is linked to from the main screen of the Weddings Area shall
                  contain a promotional link back to the main screen of the
                  Weddings Area; the form and content of such link shall be
                  mutually agreed upon by the Parties.

         1.3      LICENSE. ICP hereby grants AOL a nonexclusive worldwide
                  license to use, market, license, store, distribute, reproduce,
                  display, adapt, communicate, perform, transmit, and promote
                  the ICP Internet Site, the ICP Programming and the Licensed
                  Content (or any portion thereof) through the AOL Network as
                  AOL may determine in its sole discretion, including without
                  limitation the right to integrate Content from the ICP
                  Internet Site and/or ICP Programming by linking to specific
                  areas thereon, provided that the link to any such Content on
                  the AOL Network shall conform to the specifications of an ICP
                  Presence; provided, however, that if ICP gives AOL written
                  notice [****] to a particular [****] or [****] of the Licensed
                  Content (including the ICP Programming) by AOL [****] of the
                  AOL Properties listed on Exhibit A-1 or any co-branded
                  versions thereof and stating a reasonable basis for such
                  [****], AOL shall take action reasonably promptly to [****]
                  such [****] or [****] such [****]; provided, further, that if
                  ICP exercises such right more than [****] (provided, that any
                  subsequent [****] by ICP to a particular use [****] previously
                  [****] to shall not count as a subsequent exercise of such
                  right), AOL shall have the right, at its option, to terminate
                  this Agreement by giving ICP written notice thereof. In the
                  event of such termination during a quarter in which ICP has
                  made a quarterly installment of the carriage fee set forth in
                  section 1.5 applicable to such quarter, AOL shall have the
                  option of (i) making the termination effective as of the end
                  of such quarter or, subject to AOL's right to offset any and
                  all amounts due from ICP to AOL hereunder, to refund a pro
                  rata portion of the carriage fee (i.e., quarterly installment
                  paid by ICP applicable to such quarter divided by the number
                  of days in such quarter multiplied by the number of days after
                  termination remaining in such quarter).

         1.4      OTHER INTERACTIVE AREAS.

                  1.4.1    AOL Approval. ICP shall not be permitted to establish
                           any "pointers" or links between the ICP Programming
                           and any other area on or outside of the AOL Network,
                           including, without limitation, sites on the World
                           Wide Web portion of the Internet, other than
                           temporary editorial links to contextually relevant
                           Content and links described on Exhibit A-2, without
                           the prior written approval of AOL. In addition, AOL
                           may restrict its approval (at any time) to specific
                           portions of Content, Products, or functionality
                           within a Linked Interactive Site. In such case,
                           establishment of the link from the ICP Programming to
                           the Linked Interactive Site will be subject to mutual
                           agreement of the Parties regarding the means by which
                           access will be restricted to the approved portions of
                           the Linked Interactive Site. All Content linked to
                           from ICP Programming, whether or not such links
                           require (or receive) AOL approval, shall be subject
                           to the terms of this Agreement. Any Linked
                           Interactive Site which is (a) described on Exhibit
                           A-2, (b) permanently linked to any ICP Programming,
                           or (c) contains Content which is material to the ICP
                           Programming (e.g. contains a material amount of
                           Content addressing a material topic of such ICP
                           Programming, receives a material amount of AOL Member
                           traffic, or is promoted prominently within such ICP
                           Programming) shall conform to AOL's technical
                           specifications and guidelines, including the
                           Operating Standards set forth on Exhibit F.

                  1.4.2    Management. ICP shall design, create, edit, manage,
                           review, update, and maintain the ICP Internet Site,
                           ICP Programming and the Licensed Content in a timely
                           and professional manner and in accordance with the
                           terms of this Agreement and shall keep the Licensed
                           Content current, accurate and well-organized. ICP
                           shall ensure that the Licensed Content within the ICP
                           Internet Site and ICP Programming is equal to or
                           better

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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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                           than the Content distributed by ICP through any other
                           ICP Interactive Site in all material respects,
                           including without limitation, quality, breadth,
                           timeliness, functionality, features, prices of
                           products and services and terms and conditions,
                           except (a) to the extent inclusion of such Content
                           would otherwise violate this Agreement, (b) as
                           otherwise expressly stated on Exhibit A-2, and (c) to
                           the extent AOL does not approve or accept the
                           inclusion of, or requests specific changes to,
                           additional Content necessary to comply with this
                           sentence. Except as specifically provided for herein,
                           AOL shall have no obligations of any kind with
                           respect to the ICP Internet Site or ICP Programming.
                           ICP shall be responsible for any hosting or
                           communication costs associated with the ICP Internet
                           Site and ICP Programming (including any Linked
                           Interactive Sites), including, without limitation,
                           the costs associated with (i) any agreed-upon direct
                           connections between the AOL Network and the ICP
                           Internet Site or ICP Programming (including the
                           dedicated line for the remote managed gateway) or
                           (ii) a mirrored version of the ICP Internet Site. Any
                           Linked Interactive Sites shall be subject to the
                           license set forth in Section 1.2 above. ICP will
                           permit AOL Members to access and use any ICP
                           Interactive Site free of charge during the Term. AOL
                           Members shall not be required to go through a
                           registration process (or any similar process) in
                           order to access and use the ICP Internet Site, ICP
                           Programming (including any Linked ICP Interactive
                           Site) or the Licensed Content, other than in order to
                           register within ICP's gift registry and the tools and
                           services described on Exhibit A-2 as requiring a
                           registration process, and such registration processes
                           shall be no more burdensome than the registration
                           process utilized by ICP on any other ICP Interactive
                           Site or for non-AOL Members. During the Term and for
                           the [****] period after the expiration or
                           termination thereof, ICP shall allow AOL Members to
                           access and use any ICP Interactive Site on terms and
                           conditions no less favorable than the terms and
                           conditions available to other users of such ICP
                           Interactive Site. In the event ICP fails to comply
                           with any material term of this Agreement, including
                           without limitation ICP's obligations under this
                           Section 1.4 or its promotional obligations under
                           Section 2 and such failure continues beyond two (2)
                           business days after written notice thereof, AOL will
                           have the right (in addition to any other remedies
                           available to AOL hereunder) to decrease the promotion
                           it provides to ICP hereunder and/or to decrease or
                           cease any other contractual obligation of AOL
                           hereunder until such time as ICP corrects its
                           non-compliance, in which event AOL will be relieved
                           of the proportionate amount of any promotional
                           commitment made to ICP by AOL hereunder corresponding
                           to such decrease in promotion.


         1.5      CARRIAGE FEE. On or before each of January 7, 1999, April 7,
                  1999, July 7, 1999 and October 7, 1999 ICP shall pay AOL Two
                  Hundred Fifty Thousand Dollars ($250,000). Thereafter, ICP
                  shall pay AOL Three Hundred Thousand Dollars ($300,000)on or
                  before each of January 7, April 7, July 7 and October 7
                  of each year during the Term; provided, however, if ICP
                  elects to continue the [****] set forth on Exhibit A-1.A
                  after the end of the second year of the Term, ICP shall pay
                  AOL an additional carriage fee of [****] per quarter
                  thereafter.


         1.6      MEMBER BENEFITS. ICP will promote through the ICP Internet
                  Site and/or ICP Programming any special or promotional offers
                  made available by or on behalf of ICP through any ICP
                  Interactive Site or any other distribution channel. In
                  addition, ICP shall promote through the ICP Internet Site
                  and/or ICP Programming special offers exclusively available to
                  AOL Members ("AOL Exclusive Offers") (e.g., 10% off purchases
                  in ICP's Wedding gift registry store). ICP shall, at all
                  times, feature at least [****] AOL Exclusive Offer for AOL
                  Members (except as otherwise mutually agreed upon by the
                  Parties). The AOL Exclusive Offer made available by ICP shall
                  provide a substantial member benefit to AOL Members, either by
                  virtue of a meaningful price discount, product enhancement,
                  unique service benefit or other special feature. ICP will
                  provide AOL with reasonable prior notice of AOL Exclusive
                  Offers and other special offers so that AOL can, in its
                  editorial discretion, market the availability of such offers.


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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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         1.7      PREMIER STATUS.

                  1.7.1    (a) AOL Service. So long as ICP is in compliance with
                           this Agreement, ICP shall be the only third party
                           receiving continuous promotion on the main screen of
                           the Weddings subchannel (or any specific successor
                           thereof) of the AOL Service (the "Weddings Area"),
                           for [****] covering the entire spectrum of topics
                           directly related to [****]. In addition, so long as
                           ICP is in compliance with this Agreement, AOL will
                           not enter into an arrangement with a third party to
                           provide a [****] area within the [****] exclusively
                           dedicated to covering the entire spectrum of topics
                           directly related to [****]. So long as ICP is in
                           compliance with this Agreement, the Weddings Area
                           shall be the primary comprehensive programming area
                           on the AOL Service that is dedicated to covering the
                           entire spectrum of topics directly related to [****];
                           provided, however, that this sentence shall not be
                           construed to limit or otherwise affect AOL's
                           editorial discretion within the Weddings Area (e.g.
                           to influence the overall programming plan of, limit
                           the Content that AOL may program into, or to require
                           AOL to include certain Content within, the Weddings
                           Area).

                           The entities set forth in Exhibit H are [****]
                           Providers covering the entire spectrum of topics
                           related to [****] that ICP represents are [****] of
                           ICP (the "ICP Competitors"). With respect to the ICP
                           Competitors, so long as ICP is in compliance with all
                           material terms of this Agreement, ICP will be the
                           [****] third-party Weddings-Only Content Provider
                           providing permanent Weddings-Only Content and
                           programming which covers the entire spectrum of
                           topics related to weddings on the AOL Service [****]
                           with the exception of wedding registries
                           ("Exclusivity"). ICP may provide AOL with an updated
                           list of ICP Competitors ("Competitor List") from time
                           to time; provided, however, that Oxygen Media, Inc.,
                           Women.com Network, and iVillage, Inc. (and their
                           respective properties and affiliates) shall not be
                           deemed ICP Competitors in any event and this [****]
                           shall not prevent AOL from entering into contracts or
                           relationships with [****] Providers who are not on
                           the [****] (a) prior to AOL entering into such
                           contract or relationship or (b) in the case of ICP
                           Competitors added to the Competitor List subsequent
                           to the execution of this Agreement, prior to AOL
                           entering into negotiations regarding such contract or
                           relationship. ICP acknowledges that AOL does not
                           control the Content which appears within third party
                           content areas on the AOL Service or on interactive
                           sites linked to from the AOL Service; provided, that
                           AOL agrees that it will not [****] of the [****] by
                           [****] an ICP Competitor permanently within the AOL
                           Service on [****] which [****] an ICP Competitor
                           (such as, by way of example, permanently placing
                           within the AOL Service a button or banner which reads
                           [****]).

                           In addition, AOL shall not sell or license
                           advertisements to [****] to appear specifically
                           within the editorial and Rainman pages created by ICP
                           as described in Section B.1 of Exhibit A-2
                           (collectively, the "Editorial Packages"); provided
                           that this restriction shall not apply to "run of
                           service", "run of channel" or other non-targeted
                           advertising packages.

                           (b) AOL.com. After the Amendment Date, so long as ICP
                           is in compliance with this Agreement, (i) the Plan
                           Your Wedding Time Saver (or its successor) shall be
                           the primary comprehensive programming area on AOL.com
                           that is dedicated to covering the entire spectrum of
                           topics directly related to [****]; provided, however,
                           that this sentence

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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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                           shall not be construed to limit or otherwise affect
                           AOL's editorial discretion within the Plan Your
                           Wedding Time Saver (e.g. to influence the overall
                           programming plan of, limit the Content that AOL may
                           program into, or to require AOL to include certain
                           Content within, the Plan Your Wedding Time Saver) and
                           (ii) ICP shall have the premier programming rights in
                           the Plan Your Wedding Time Saver described in Exhibit
                           A-1.

                           (c) Netscape. After the Amendment Date, so long as
                           ICP is in compliance with this Agreement, the
                           Weddings Index Page shall be the primary
                           comprehensive programming area on Netscape Netcenter
                           that is dedicated to covering the entire spectrum of
                           topics directly related to [****]; provided,
                           however, that this sentence shall not be construed to
                           limit or otherwise affect AOL's editorial discretion
                           within the Weddings Index Page (e.g. to influence the
                           overall programming plan of, limit the Content that
                           AOL may program into, or to require AOL to include
                           certain Content within, the Weddings Index Page) and
                           (ii) ICP shall have the premier programming rights on
                           the Weddings Index Page described in Exhibit A-1.

                           (d) CompuServe. After the Amendment Date, so long as
                           ICP is in compliance with this Agreement, the
                           Weddings Department of the CompuServe Service (the
                           "Wedding Department") shall be the primary
                           comprehensive programming area on the CompuServe
                           Service that is dedicated to covering the entire
                           spectrum of topics directly related to [****];
                           provided, however, that this sentence shall not be
                           construed to limit or otherwise affect AOL's
                           editorial discretion within the Weddings Department
                           (e.g. to influence the overall programming plan of,
                           limit the Content that AOL may program into, or to
                           require AOL to include certain Content within, the
                           Weddings Department) and (ii) ICP shall have the
                           premier programming rights on the Weddings Department
                           main screen described in Exhibit A-1.

                           (e) AOL Hometown. After the Amendment Date ICP will
                           be a primary third party (non-AOL Affiliate) provider
                           of Content directly related to weddings within the
                           "Wedding" department of Hometown AOL (or any specific
                           successor thereof) expressly promoted by AOL on a
                           continuous basis in AOL Hometown as specified herein.


                  1.7.2    Notwithstanding the foregoing, (and without limiting
                           any actions which may be taken by AOL without
                           violation of ICP's rights hereunder), no provision of
                           this Agreement shall limit AOL's ability (on or off
                           the AOL Network) to (i) undertake activities or
                           perform duties pursuant to existing arrangements with
                           third parties (or pursuant to any agreements to which
                           AOL becomes a party subsequent to the Effective Date
                           as a result of Change of Control, assignment, merger,
                           acquisition or other similar transaction); provided,
                           however, that [****] that, to [****], as of the
                           Effective Date it is [****] with [****] that would
                           [****] to [****] of Section 1.7.1 in any [****];
                           provided, further that in the event of [****] of the
                           [****] and a [****] of Section 1.7.1, ICP shall have
                           the right, [****], written notice ([****] in
                           reasonable [****] and the [****] of Section 1.7.1) if
                           [****] does [****] the [****] of Section 1.7.1 that
                           is the [****] of such [****]; (ii) advertise, promote
                           or market, or sell advertising or promotions to, any
                           third party Weddings-Only Content Provider, including
                           without limitation the ICP Competitors, or for any
                           wedding-related products or services, including
                           wedding registries; provided that, AOL will not
                           directly guarantee promotions or advertisements for
                           [****] on the [****] main screen (other than
                           registries), but AOL shall not be deemed to have
                           breached this provision by providing such promotions
                           and advertisements on the [****] main screen on a ROS
                           (i.e., run of service) basis so long as AOL [****]
                           any ROS promotions or advertisements for

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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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                           [****] from the [****] main screen within [****]
                           after AOL receives written notice from ICP thereof,
                           (iii) create contextual links to wedding-related
                           Content or editorial commentary on wedding-related
                           topics; or (iv) enter into arrangements with third
                           parties, including [****], to provide programming
                           and/or marketing areas dedicated to particular
                           wedding-related topics (such as, without limitation,
                           local wedding services, honeymoons, engagement rings,
                           financial planning, etc.); provided that, in
                           connection with such arrangements, AOL shall not
                           guarantee promotions for any [****] on the [****]
                           main screen other than as provided in subparagraph
                           1.7.2(ii).

                  1.7.3    AOL shall have the right to terminate AOL's
                           commitments set forth in Section 1.7.1 and ICP's
                           programming rights described on Exhibit A, in whole
                           or in part, if ICP is not one of [****] dedicated to
                           wedding-related topics and/or the Content on the ICP
                           Programming is not commensurate with such market
                           position, as determined by evaluating ICP, the ICP
                           Internet Site and/or the ICP Programming, as a whole,
                           based on relevant criteria including the following:
                           (a) based on a mutually-approved (which approval
                           shall not be unreasonably withheld or delayed)
                           cross-section of third-party reviewers who are
                           recognized authorities in such market and (b) with
                           respect to all material quality averages or standards
                           in such industry, including each of the following:
                           (i) scope and quality of Content, (ii) scope,
                           selection and pricing of products and services, (iii)
                           quality and brands of products and services, (iv)
                           customer service and fulfillment associated with the
                           marketing and sale of products and services and (v)
                           user traffic, as measured by page views, and audience
                           reach, as measured by share or percentage of Internet
                           online users as reported by Media Metrix or similar
                           organization reasonably determined by AOL.

2.       PROMOTION. Each Party shall cooperate with and reasonably assist the
         other Party in supplying material for marketing and promotional
         activities. ICP shall perform the promotional obligations set forth on
         Exhibit E attached hereto.

3.       REPORTING; PAYMENT.

         3.1      USAGE AND OTHER DATA. AOL shall make available to ICP a
                  monthly report specifying for the prior month aggregate usage
                  and Impressions with respect to ICP's presence on the AOL
                  Network, which are similar in substance and form to the
                  reports provided by AOL to other content partners similar to
                  ICP. ICP will supply AOL with quarterly (or monthly upon
                  request by AOL) reports which reflect total impressions by AOL
                  Members to the ICP Internet Site and any Linked ICP
                  Interactive Site during the prior month, total impressions by
                  all users to the ICP Internet Site and any Linked ICP
                  Interactive Site during the prior month and the number of and
                  dollar value associated with the transactions involving AOL
                  Members and aggregated registration information (which shall
                  be considered Confidential Information) obtained from AOL
                  Members at the ICP Internet Site or Linked ICP Interactive
                  Site during the period in question. ICP represents that all
                  URLs related to the ICP Internet Site are listed on Exhibit
                  A-2 and ICP shall provide AOL with an update of such list
                  promptly upon any change thereto. ICP shall provide detailed
                  information to AOL regarding (i) AOL Advertisements sold by
                  ICP or its agents and (ii) any advertising or paid promotional
                  activity on the ICP Internet Site and any Linked ICP
                  Interactive Sites. AOL shall provide detailed information to
                  ICP regarding any AOL Advertisements sold by AOL or its agents
                  which give rise to Advertising Revenues. In reporting any
                  advertising arrangement, each Party shall indicate the name of
                  the advertiser, the terms of the advertising arrangement and
                  the amount paid (or to be paid) to the Party or its agents.


         3.2      PROMOTIONAL COMMITMENTS. ICP shall provide to AOL a quarterly
                  report documenting its compliance with any promotional
                  commitments it has undertaken pursuant to this Agreement in
                  the form attached as Exhibit E hereto.

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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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         3.3      PAYMENT SCHEDULE. Except as otherwise specified herein, each
                  Party agrees to pay the other Party all amounts received and
                  owed to such other Party as described herein on a quarterly
                  basis within sixty (60) days of the end of the quarter in
                  which such amounts were collected by such Party. The first
                  quarter for which payment is to be made shall (i) begin on the
                  first day of the month following the month of execution of
                  this Agreement and (ii) include the portion of the month of
                  execution following the Effective Date (unless this Agreement
                  was executed on the first day of a month, in which case the
                  quarter shall be deemed to begin on the first day of such
                  month).

         3.4      WIRED PAYMENTS. All payments by ICP hereunder shall be paid in
                  immediately available, non-refundable U.S. funds wired to the
                  "America Online" account, Account Number [****], or such other
                  account of which AOL shall give ICP written notice.

4.       ADVERTISING AND MERCHANDISING

         4.1      ADVERTISING SALES. AOL owns all right, title and interest in
                  and to the advertising and promotional spaces within the AOL
                  Network (including, without limitation, advertising and
                  promotional spaces on any AOL forms or pages preceding or
                  framing the ICP Internet Site, ICP Programming, any AOL pages
                  on which ICP Programming resides and the Editorial Packages);
                  provided that ICP shall retain all right, title and interest
                  in and to the Licensed Content subject to the license set
                  forth in this Agreement. The specific advertising inventory
                  within any AOL forms or pages shall be as reasonably
                  determined by AOL. AOL shall have the exclusive right, but not
                  the obligation, to sell or license Products and Advertisements
                  through each Community Center (as defined in Exhibit A). AOL
                  hereby grants ICP the right to license or sell promotions,
                  advertisements, links, pointers or similar services or rights
                  ("Advertisements") through the Online Area ("AOL
                  Advertisements"), subject to AOL's approval for each AOL
                  Advertisement.

         4.2      ADVERTISING POLICIES. Any AOL Advertisements sold by ICP or
                  its agents shall be subject to AOL's then-standard advertising
                  policies, and ICP shall not sell an AOL Advertisement in a
                  category in which AOL or the applicable AOL Property has an
                  [****] (or other similarly [****]) relationship with a third
                  party. ICP shall not sell an AOL Advertisement to any other
                  Interactive Service; [****] that ICP may sell an AOL
                  Advertisement for a wedding-related product or service of an
                  [****], provided that such advertisement does not promote such
                  [****] as an [****] and such AOL Advertisement, or such
                  product or service, does not contain a direct link to any
                  promotion or advertisement for an [****] as an [****]. ICP
                  shall ensure that any AOL Advertisement sold by ICP complies
                  with all applicable federal, state and local laws and
                  regulations.

         4.3      INTERACTIVE COMMERCE. Any merchandising permitted hereunder
                  through the ICP Internet Site and/or ICP Programming
                  (including any registries) shall be subject to (i) the
                  then-current requirements of AOL's merchant certification
                  program, (ii) AOL's standard terms and conditions applicable
                  to its interactive marketing partners, (iii) prior approval by
                  AOL of all products, goods and services to be offered through
                  the ICP Internet Site or the ICP Programming, and (iv) ICP
                  will take all reasonable steps necessary to conform its
                  promotion and sale of Products through the ICP Internet Site
                  and ICP Programming to the then-existing technologies
                  identified by AOL which are optimized for the AOL Service
                  including, without limitation, any "quick checkout" tool which
                  AOL may implement to facilitate purchase of Products by AOL
                  Members through the ICP Internet Site. ICP shall not conduct
                  any merchandising through the ICP Programming through
                  auctions, fee-based clubs or any method other than a direct
                  sales format or a wedding registry without AOL's prior written
                  consent, nor shall ICP promote any auctions or fee-based clubs
                  on the ICP Programming; provided, however, that ICP may
                  promote its existing [****] through the ICP Weddings Main
                  Screen Space. In addition, ICP shall not, through the ICP
                  Programming, (i) offer any Products on behalf of a third party
                  by linking to such third party's site,

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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
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         (ii)     establish any merchandising area or registry in the format of
                  a "shopping mall" or an aggregation of third party stores or
                  Products, or (iii) otherwise promote or advertise any third
                  party engaged in the activities described in clauses (i) or
                  (ii) of this sentence, in each case without AOL's prior
                  written consent. AOL hereby approves the offer, sale or
                  license of all Products in the categories set forth in Exhibit
                  I subject to AOL's continuing right to withdraw or restrict
                  its approval if the offer, sale or license of any Product(s)
                  or category(ies) of Products would violate AOL's contractual
                  commitments to third parties. ICP shall provide AOL with
                  detailed quarterly reports in mutually agreed upon form
                  detailing all transactions on the Online Area. ICP shall give
                  AOL commerce and merchandising partners a preferential
                  opportunity in connection with any merchandising or commerce
                  arrangements that ICP desires to enter into on the ICP
                  Internet Site and/or ICP Programming.

5.       CUSTOMIZED ICP PROGRAMMING AND ICP INTERNET SITE

         5.1      PERFORMANCE. ICP shall optimize all ICP Programming and the
                  ICP Internet Site for distribution hereunder according to AOL
                  specifications and guidelines (including, without limitation,
                  any HTML publishing guidelines) and the Operating Standards
                  set forth on Exhibit F attached hereto.

         5.2      CUSTOMIZATION. ICP shall customize all ICP Programming and the
                  ICP Internet Site for AOL Members as follows:

                      (a) ICP shall customize and co-brand the ICP Internet Site
                      for distribution over certain AOL Properties as more
                      particularly described on Exhibit A-1. The customization
                      and co-branding described in Exhibit A-1 represents the
                      manner in which AOL currently contemplates that such
                      customization and co-branding will appear. ICP shall make
                      any reasonable changes to the customization and/or
                      co-branding requirements of any AOL Property that may
                      occur during the Term.

                      (b) ICP shall ensure that AOL Members accessing the ICP
                      Programming or linking to the ICP Internet Site do not
                      receive advertisements, promotions or links (i) for any
                      Interactive Service or (ii) in violation of the applicable
                      AOL Property's then-standard advertising policies. ICP
                      shall ensure that AOL Members accessing the ICP
                      Programming or linking to the ICP Internet Site do not
                      receive advertisements, promotions or links in a category
                      in which AOL or the applicable AOL Property has an [****]
                      another [****] to a third party; provided, however, that
                      if ICP is in violation of the terms of this Section 5.2(b)
                      due to AOL's failure to inform ICP of such category and
                      such violation is not willful or repeated, then AOL's
                      [****] shall [****] require that ICP promptly (within two
                      (2) business days) [****] any such [****], or [****] (or
                      otherwise [****] of [****]).

                      (c) ICP shall provide continuous navigational ability for
                      AOL Members to return to an agreed-upon point on the
                      applicable AOL Property (for which AOL shall supply the
                      proper address) from ICP Internet Site or ICP Programming
                      (e.g., the point on the applicable AOL Property from which
                      such site is linked), which, at AOL's option, may be
                      satisfied through the use of a hybrid browser format. ICP
                      shall ensure that navigation back to the AOL Network from
                      the ICP Internet Site, whether through a particular
                      pointer or link, the "back" button on an Internet browser,
                      the closing of an active window, or any other return
                      mechanism, shall not be interrupted by ICP through the use
                      of any intermediate screen or other device not
                      specifically requested by the user, including without
                      limitation through the use of any html pop-up window or
                      any other similar device. Rather, such AOL traffic shall
                      be pointed directly back to the AOL Network as designated
                      by AOL.

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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
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                      (d) Upon AOL's request, ICP shall use AOL's tools and
                      technology for all community-related utilities and
                      functionality (including, without limitation, chat,
                      message boards, and web page community services such as
                      AOL Hometown) within ICP Programming and the ICP Internet
                      Site and any registration or similar processes permitted
                      hereunder (once AOL's registration tools become available)
                      to the extent technically feasible and to the extent such
                      tools and technology can be integrated in a substantially
                      similar manner as ICP's current tools in terms of user
                      experience.

         5.3      LINKS ON ICP INTERNET SITE. The Parties will work together on
                  mutually acceptable links (including links back to AOL) within
                  the ICP Internet Site in order to create a robust and engaging
                  AOL member experience. ICP shall take reasonable efforts to
                  ensure that AOL traffic is generally either kept within the
                  ICP Internet Site or ICP Programming or channeled back into
                  the AOL Network. To the extent that AOL notifies ICP in
                  writing that, in AOL's reasonable judgment, links from the ICP
                  Internet Site or ICP Programming cause an excessive amount of
                  AOL traffic to be diverted outside of such site and the AOL
                  Network in a manner that has a detrimental effect on the
                  traffic flow of the AOL audience, then ICP shall immediately
                  reduce the number of links out of such site(s). In the event
                  that ICP cannot or does not so limit diverted traffic from
                  such site, AOL reserves the right to terminate such links from
                  the AOL Network to such site.

         5.4      REVIEW. ICP shall allow appropriate AOL personnel to have
                  access to all ICP Programming and the ICP Internet Site for
                  the purpose of reviewing such sites to determine compliance
                  with the provisions of this Section 5.

6.       TERM, TERMINATION, SITE AND CONTENT PREPARATION, PRESS RELEASES.


         6.1.     TERM. Unless earlier terminated as set forth herein, the
                  initial term of this Agreement shall commence on the Effective
                  Date and expire on January 6, 2003. Provided that AOL provides
                  at least [****] to the [****] during the final year of the
                  initial term, AOL shall have the right, at its option, to
                  renew this Agreement for a two (2) renewal term on the same
                  terms and conditions set forth herein, by giving ICP written
                  notice of such election not later than ninety (90) days prior
                  to the expiration of the initial term. The Parties acknowledge
                  that AOL may give such notice whether or not it has provided
                  ICP with the required Impressions as of such date and AOL
                  shall have the remainder of the final year of the initial term
                  to provide such Impressions. If AOL [****] to provide the
                  [****] by the end of the final year of the initial term, AOL's
                  right to renew this Agreement shall be null and void
                  notwithstanding that AOL may have provided written notice of
                  its election to renew this Agreement. Upon the expiration of
                  the term of this Agreement without renewal by AOL, or upon the
                  earlier termination of this Agreement, AOL shall have the
                  right, at its option, [****] to [****], to use one or more ICP
                  trademarks or tradenames as keywords and/or text-based links
                  from the AOL Network to any ICP Interactive Site. Upon the
                  expiration or earlier termination (other than by reason of a
                  material breach of this Agreement by ICP) of the term of this
                  Agreement without renewal by AOL, AOL agrees to give notice to
                  each AOL Member then-registered in ICP's gift registry through
                  the AOL Service, which notice shall inform such AOL Members as
                  to how ICP's registry can be located after such expiration or
                  termination of this Agreement.


         6.2.     AOL TERMINATION RIGHTS.(a) AOL shall have the right to
                  terminate all of ICP's rights and AOL's obligations with
                  respect to AOL Hometown [****] by giving ICP thirty (30) days
                  prior written notice thereof; provided, however, that if AOL
                  exercises such termination right and subsequently desires to
                  include on AOL Hometown a community area devoted to
                  comprehensive weddings content and information, then AOL shall
                  discuss in good faith such opportunity with ICP prior to
                  entering into a definitive written agreement with another
                  provider thereof.

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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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                  (b) AOL shall have the right to terminate its obligations with
                  respect to Netscape Netcenter, including without limitation
                  AOL's obligations under Section 1.7.1(c) and with respect to
                  the ICP Weddings Index Page Space (as defined on Exhibit A) at
                  any time after the date that is [****] after the Amendment
                  Date by giving ICP written notice thereof (which notice may be
                  given prior to the date that is [****] after the Amendment
                  Date); provided, however, if AOL exercises such termination
                  right, AOL will provide ICP with a [****] on the Weddings
                  Index Page of Netscape Netcenter.

                  (c) AOL shall have the right to terminate its obligations with
                  respect to the CompuServe Service, including without
                  limitation AOL's obligations under Section 1.7.1(d) and with
                  respect to the ICP Weddings Department Screen Space (as
                  defined on Exhibit A) at any time after the date that is
                  twenty-six (26) months after the Amendment Date by giving ICP
                  written notice thereof (which notice may be given prior to the
                  date that is [****]); provided, however, if AOL exercises such
                  termination right, AOL will provide ICP with a [****] on the
                  main screen of the Weddings Department of the CompuServe
                  Service.

         6.3      TERMINATION FOR BREACH. Either Party may terminate this
                  Agreement at any time in the event of a material breach by the
                  other Party which remains uncured after thirty (30) days
                  written notice thereof.

         6.4      TERMINATION FOR BANKRUPTCY/INSOLVENCY OR CHANGES IN BUSINESS.
                  Either Party may terminate this Agreement immediately
                  following written notice to the other Party if the other Party
                  (i) ceases to do business in the normal course, (ii) becomes
                  or is declared insolvent or bankrupt, (iii) is the subject of
                  any proceeding related to its liquidation or insolvency
                  (whether voluntary or involuntary) which is not dismissed
                  within ninety (90) calendar days or (iv) makes an assignment
                  for the benefit of creditors.

         6.5      TERMINATION OF PRIOR AGREEMENT. Effective as of the Effective
                  Date, the Prior Agreement shall terminate and be of no further
                  force and effect and the Parties shall have no liability for
                  matters accruing thereunder after the Effective Date except
                  for provisions of the Prior Agreement that expressly survive
                  the term of the Prior Agreement.

         6.6      SITE AND CONTENT PREPARATION. ICP shall achieve Site and
                  Content Preparation within sixty (60) days after the Amendment
                  Date; provided that all Content required to be provided by ICP
                  under the Prior Agreement (e.g., the Online Area) shall
                  continue to be provided immediately upon the Amendment Date.
                  "Site and Content Preparation" shall mean that ICP shall have
                  completed all necessary production work for the ICP Internet
                  Site, all ICP Programming and any other related areas or
                  screens (including programming all Content thereon);
                  customized and configured the ICP Internet Site, and all ICP
                  Programming in accordance with this Agreement; and completed
                  all other necessary work (including, without limitation,
                  undergone all AOL site testing set forth on Exhibit F) to
                  prepare the ICP Internet Site, all ICP Programming and any
                  other related areas or screens to launch on the AOL Network as
                  contemplated hereunder.

         6.7      PRESS RELEASES. Each Party will submit to the other Party, for
                  its prior written approval, which will not be unreasonably
                  withheld or delayed, any press release or any other public
                  statement ("Press Release") regarding the transactions
                  contemplated hereunder. Notwithstanding the

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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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                  foregoing, either Party may issue Press Releases and other
                  disclosures as required by law or as reasonably advised by
                  legal counsel without the consent of the other Party and in
                  such event, the disclosing Party will provide at least five
                  (5) business days prior written notice of such disclosure. The
                  failure to obtain the prior written approval of the other
                  Party shall be deemed a material breach of this Agreement,
                  whereby the non-breaching Party may terminate this Agreement
                  immediately following written notice to the other Party, and
                  the cure provision of Section 6.2 of this Agreement shall not
                  apply.


7.       WARRANTS. ICP hereby grants to AOL a warrant (the "Warrant")
         representing the right for a eight (8) year period to purchase shares
         of ICP's Common Stock (the "Common Stock") equal to two and one-half
         percent (2.5%) of all of ICP's capital stock, on a fully-diluted basis,
         as of the Amendment Date, at a price per share equal to seven and
         20/100 Dollars ($ 7.20). Upon execution of this Agreement, ICP shall
         issue the Warrant and will enter into a Stock Subscription Warrant on
         the form attached hereto as Exhibit K (the "Warrant Agreement"), which
         will document the grant of the Warrant hereby made to AOL. The rights,
         preferences and privileges of the Warrant and the Common Stock issuable
         upon exercise of the Warrant shall be as set forth in the Warrant
         Agreement. AOL shall have the right to terminate this Agreement in the
         event of a material breach by ICP of the Warrant Agreement that remains
         uncured beyond thirty (30) days following written notice thereof.



8.       TERMS AND CONDITIONS. The terms and conditions set forth on the
         Exhibits attached hereto are hereby made a part of this Agreement.

         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
         of the Effective Date.


AMERICA ONLINE, INC.                       THE KNOT, INC.


By: _________________________________      By: _________________________________

Print Name:  ________________________      Print Name: _________________________

Title: ______________________________      Title:  _____________________________

Date: _______________________________      Date:  ______________________________

                                            Tax ID/EIN#:  ______________________




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                                    EXHIBIT A

             EXHIBIT A-1: CARRIAGE PLAN AND PROGRAMMING REQUIREMENTS

A.       Anchor Tenancy. ICP shall receive distribution within the AOL Service
         as follows: AOL shall (a) continuously and prominently place an
         agreed-upon ICP link, branded logo or banner (an "Anchor Tenant
         Button") on the Weddings Area main screen so long as AOL, in its sole
         discretion, maintains buttons for wedding registries on the Weddings
         Area main screen , which Anchor Tenant Button shall link to the Online
         Area, (b) provide ICP with a standard Anchor position for the first two
         years of the initial term, and thereafter at ICP's option for an
         additional [****] as set forth in Section 1.5, in (1) the Shopping
         Channel (or its successor on the AOL Service or AOL.com) Wedding
         Registries department, (2) the wedding registries area (or its
         successors) within the Shopping department of Netscape Netcenter, so
         long as ICP is entitled to premier status on Netscape Netcenter
         pursuant to Section 1.7.1(c), and (3) the wedding registries area (or
         its successors) within the Shopping Channel of the CompuServe Service,
         so long as ICP is entitled to premier status on the CompuServe Service
         pursuant to Section 1.7.1(d) (which Shopping Channels and department
         may, at AOL's option, be designed and developed by AOL as a single
         cross-platform product), (c) provide ICP with carriage on the area
         within the Digital City content area on the AOL Service that promotes
         weddings content and which is currently known as the "Wedding Guide"
         area; provided that, if AOL eliminates such area, AOL shall not be
         required to provide ICP with such carriage and ICP shall not be
         required to provide the DCI Promotions (as defined on Exhibit E), and
         (d) provide ICP with the keyword "Knot" together with such other of the
         keywords listed on Exhibit G as AOL may provide at its discretion,
         which keywords shall link to the Online Area. The Weddings Area will be
         accessible through the Romance and Womens subchannels (or any specific
         successor(s) thereof). The Parties agree and acknowledge that (i) AOL
         may, at any time, relaunch the Weddings Area, (ii) such relaunch may
         occur with such other or additional Content, wedding registries or
         areas as AOL may choose in its discretion (other than in the ICP
         Weddings Main Screen Space), and (iii) upon relaunch of the Weddings
         Area, AOL may issue press releases announcing the launch of the
         Weddings Area. Subject to the provisions contained herein, the AOL
         Keywords "Bridal", "Groom(s)", "Bride(s)", and "Wedding(s)" shall link
         to the Weddings Area. -

B.       Reserved Programming Space. Beginning on a mutually agreed upon date(s)
         after the Amendment Date, AOL will provide approximately [****] of the
         Programmable Space for ICP to provide Content on the Weddings Area main
         screen (the "ICP Weddings Main Screen Space"). AOL will provide
         approximately [****] of the Programmable Space for ICP to provide
         Content on the Plan Your Wedding Time Saver main screen of AOL.com (the
         "ICP Wedding Time Saver Space"). AOL will provide approximately [****]
         of the Programmable Space for ICP to provide Content on the Weddings
         Index Page of Netscape Netcenter (the "ICP Weddings Index Page Space").
         AOL will provide approximately [****] of the Programmable Space for ICP
         to provide Content on the Wedding Department main screen of the
         CompuServe Service (the "ICP Wedding Department Screen Space"). The
         main screen of the Weddings Area, the main screen of the Plan Your
         Wedding Time Saver on AOL.com, the Weddings Index Page on Netscape
         Netcenter and the main screen of the Weddings Department on the
         CompuServe Service are collectively referred to herein as the "ICP
         Programming Space Screens." The ICP Weddings Main Screen Space, the ICP
         Wedding Time Saver Space, the ICP Weddings Index Page Space and the ICP
         Wedding Department Screen Space are collectively referred to herein as
         the "ICP Programming Space." Within each of the ICP Programming Space
         Screens, AOL will provide ICP with approximately [****] of the
         Programmable Space "above the fold" on such screen. AOL shall provide
         ICP with prominent branding near the title on each of the main screen
         of the Plan Your Wedding Time Saver on AOL.com , the Weddings Index
         Page on Netscape Netcenter, the main screen of the Weddings Department
         on the CompuServe Service and on each page of the Editorial Packages.
         In the event AOL, in its sole discretion, allocates to ICP more than
         the aforementioned percentage of any of the aforementioned areas or
         screens, ICP shall program such additional space in accordance with
         this Agreement, including without limitation this Exhibit A.

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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
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         ICP shall have programming control of the Content within the ICP
         Programming Space, provided that (i) such Content shall be subject to
         the terms of this Agreement, shall link solely to ICP Programming for
         the applicable AOL Property as described in the Programming Plan and
         shall be directly related to the Content described on Exhibit A, (ii)
         ICP shall not sell or place paid advertisements, promotions or
         sponsorship links, or any other branded Content (except with ICP's
         Marks or, subject to the terms of this Agreement, AOL's Marks), within
         the ICP Programming Space and no more than [****] of the ICP Weddings
         Main Screen Space shall contain promotions, or links for any
         merchandising permitted to be conducted or promoted by ICP on the ICP
         Weddings Main Screen Space pursuant to Section 4.3 and (iii) AOL shall
         retain all right, title and interest in and to, and shall have sole
         control over, the components of the AOL Look and Feel within the ICP
         Programming Space. AOL shall have sole control over the remaining
         Programmable Space and all Non-Programmable Space, including the
         exclusive right to sell advertising, select branding, marks and logos
         and program Content within such screens; provided that, ICP shall have
         the right to reasonably disapprove any Content (exclusive of
         advertisements, promotions and registries) from an ICP Competitor
         contained on AOL's portion of the Programmable Space of the Weddings
         Area main screen ("AOL Programmable Space") as long as such disapproval
         is based upon editorial redundancy and is not based upon a business or
         competitive reason of ICP, including but not limited to, the fact that
         such Content is from a Weddings-Only Content Provider and/or an ICP
         Competitor. AOL shall notify ICP of any Content (exclusive of
         advertisements , promotions and registries) from an ICP Competitor
         contained on the AOL Programmable Space; provided that; (i) AOL's
         inadvertent failure to notify ICP of such Content shall not constitute
         a breach of contract, and (ii) ICP shall have two (2) business days to
         disapprove of such Content as provided herein by written notification
         to AOL specifying all reasons for disapproval. If ICP reasonably
         disapproves of such Content as provided herein, AOL shall promptly take
         commercially reasonable steps to discontinue the display of such
         Content on the AOL Programmable Space.

C.       Customization and Co-Branding Programming Requirements:

         AOL.com: ICP shall create a version of the ICP Internet Site customized
         for distribution through AOL.com (the "ICP-AOL.com Site") by (x)
         displaying on each page of the ICP-AOL.com Site headers and footers of
         size and type determined by AOL and which contain both AOL.com and ICP
         branding, links to AOL.com, and (y) programming each page of the
         ICP-AOL.com Site with a co-branded domain name (i.e., theknot.aol.com
         or some other AOL-approved treatment). The ICP-AOL.com Site shall
         contain Content as described in the Programming Plan. All terms and
         conditions of this Agreement applicable to the ICP Internet Site shall
         apply to the ICP-AOL.com Site except as expressly otherwise stated.

         COMPUSERVE: ICP shall create a version of the ICP Internet Site
         customized for distribution through the CompuServe Service (the "ICP-CS
         Site") by (x) displaying framing (including headers, footers and left
         side navigation/menu bars) on each page of the ICP-CS Site of size and
         type determined by AOL and which contain, as and to the extent
         determined by AOL, CompuServe and ICP branding, links to the CompuServe
         Service, a search box and promotional spaces to be programmed/served by
         AOL (provided AOL agrees knot to promote ICP Competitors in such
         spaces), (y) programming each page of the ICP-CS Site with a co-branded
         domain name (i.e., theknot.compuserve.com) and (z) matching the look
         and feel of the CompuServe Service on the ICP-CS Site. The ICP-CS Site
         shall contain Content as described in the Programming Plan. All terms
         and conditions of this Agreement applicable to the ICP Internet Site
         shall apply to the ICP-CS Site except as expressly otherwise stated.

         NETSCAPE: ICP shall create a version of the ICP Internet Site
         customized for distribution through Netscape Netcenter (the "ICP-NS
         Site") by (x) displaying a "C-frame" header, footer and left-side menu
         bar on each page of the ICP-NS Site as well as the additional standard
         programming elements as set forth in the Programming Plan, with such
         C-frame of size and type determined by AOL with the headers and footers
         containing both Netscape and ICP branding, links to Netscape Netcenter,
         a search box and two (2) promotional spaces to be programmed/served by
         AOL (provided that ICP shall not be required to implement the C-frame
         to the extent not technically feasible, but ICP shall in any event
         implement the headers and

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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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         footers as described above), (y) programming each page of the ICP-NS
         Site with a co-branded domain name (i.e., theknot.netscape.com or some
         other AOL-approved treatment) and (z) matching the look and feel of
         Netscape Netcenter on the ICP-NS Site.

D.       AOL Hometown:

         Within the "Wedding" department of the "Family Life" sub-category of
         the "Family & Home" category of AOL Hometown, ICP will be entitled to
         the following:

         -        [****] with corporate brand or logo through the front page of
                  the "Family & Home" category of AOL Hometown AOL, which
                  banners link to the ICP Internet Site.

         -        [****] of which may include an AOL-approved graphic (50 x 50
                  pixels in size) on the front page of the "Weddings" department
                  of AOL Hometown which text-fields directly link to a Community
                  Center.

         -        [****] in size) with corporate brand or logo on the top
                  navigation bar of the front page of the "Weddings" department,
                  each page of the corresponding Community Center linked to from
                  such department, and any Member Page developed within such
                  department, which banner will link to the ICP Internet Site.

         All additional Promotions on Hometown AOL not specified herein will be
         determined at AOL's sole discretion.

                       EXHIBIT A-2: DESCRIPTION OF CONTENT

A.       ICP Programming.

     I.  Online Area

         1. Overview/Purpose of Site: The one stop resource that provides brides
         and grooms, their families and their guests the information, goods and
         services that they need to have the engagement, wedding, honeymoon and
         home that they want. From engagement, to the registry process, from the
         honeymoon through to the set-up of the newlywed home, The Knot provides
         the answers to today's couples every need.


         2. Categories of Programming:

         -- Original Content: Planning, beauty, fashion, grooms issues, wedding
         gowns/dresses, bridesmaids, searchable databases of
         gown/apparel/wedding photographers/local services/venues/planning
         information, wedding ceremony and reception music, relationships,
         honeymoon planning, romantic travel, books and book reviews, tuxedos
         and formalwear, diamonds, engagement, Ethnic Weddings among them
         Jewish/Asian/Afro-centric/ Latino and Greek, gay and lesbian weddings,
         religion, new home, decorating, etiquette, advice experts, gifts,
         registering, 2nd+ weddings, Families, Inter-weddings.

         -- Member Generated Content (e.g., chat, live events, message boards,
         personals and classifieds): Message boards and hosted live chat
         pertaining to topics described in the original content.

         -- Classifieds and listings: Not limited to but including local wedding
         venues, vendors and services, honeymoon destinations.

         -- Third Party Content: A broad range of wedding book authors,
         honeymoon books and experts, Honeymoon Magazine, wedding related
         content from online content providers, and other content relevant to
         the categories described above in original content, subject to the
         restrictions, terms and conditions contained in the Agreement.

         -- Update Frequency: Daily, weekly and monthly and permanent features.

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         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
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         -- Commerce: Knot registry, Knot shop, Aloha Honeymoon Travel Auctions,
         subject to the restrictions, terms and conditions contained in the
         Agreement.

         -- Topics Covered: See the original content.

         - Games: Trivia and surveys.

         3.       Categories of Links:


         -- Permanent: sites editorially relevant to the topics described in the
         original content Section above. Links to co-branded and non-co-branded
         content areas that feature ICP content or brand. All links from Online
         Area subject to AOL approval and other terms and conditions contained
         in this Agreement.

         -- Temporary: Links to content and sites, editorially relevant to the
         topics described in the original content section above. All links from
         Online Area subject to AOL approval and other terms and conditions
         contained in this Agreement.

         4.       Technologies Employed: Windows NT, Perl, SQL, Java.

B.       Other ICP Programming:

AOL SERVICE PROGRAMMING PLAN:

     Partner provides: Comprehensive wedding-related content, the substantial
     portion of which does not require registration; provided that access to
     advice and functionality related to wedding planning may require
     registration subject to the terms of this Agreement.

--------------------------------------------------------------------------------
     SECTION 1 - GENERAL CONTENT REQUIREMENTS
--------------------------------------------------------------------------------

     The content described below will be promoted from the Weddings @ AOL
     screen. The topics and order of the topics below may change at AOL's
     discretion and approval.

     Gown of the Day

     Tool Box

     Wedding of the Week

      Plan the honeymoon
      --Advice from The Knot

     Plan the Wedding
     --Advice from The Knot



     The Knot's Bridal Gown search and Wedding Checklist will be carried on the
     page.

     In addition, The knot will produce 5 editorial packages and 3 Rainman
     screens per year as defined: Overall Requirements:


                                       15
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-    The Knot will receive 60% of programming space at a minimum to be used in
     accordance with Section B of Exhibit A-1.

-    Create these areas within 60 days after AOL's request.

-    The look and feel will be determined and approved by AOL.

-    Promotion within the AOL Service will be determined by AOL.

-    These areas promoted by AOL and will be supported through the Knot


     5 Editorial Packages Requirements:

-    1-3 Rainman screens

-    Topics determined by AOL (e.g., Spring Entertainment) with consultation by
     ICP

-    An AOL ad banner position, size to be determined by AOL

-    Weekly updates unless another schedule is determined by AOL

-    Sponsorships, at AOL's discretion

-    Unlike real estate which does not have a specific period of time, the
     editorial packages will run for a period of time as determined by AOL. AOL
     will provide ICP with the timing guidelines prior to production.


     3 Rainman Screens Requirements:

-    Topics determined by AOL (e.g., Honeymoons) with consultation by ICP

-    An AOL ad banner position, size to be determined by AOL

-    Weekly updates unless another schedule is determined by AOL

-    Sponsorships, at AOL's discretion

-    AOL will choose the content topics from topics covered by ICP


AOL.COM PROGRAMMING PLAN:

     Partner provides: Comprehensive wedding-related content, the substantial
     portion of which does not require registration; provided that access to
     advice and functionality related to wedding planning may require
     registration subject to the terms of this Agreement.

--------------------------------------------------------------------------------
     SECTION 1 - GENERAL CONTENT REQUIREMENTS
--------------------------------------------------------------------------------


     The Knot's content will be integrated prominently on the Plan Your Wedding
     Time Saver, a one-page step-by-step guide to wedding planning that can be
     done on the Web. The content described below will all be carried on this
     one page. The topics and order of the topics below may change, but The
     Knot's prominence on the page will not. All links from AOL.COM must go to
     co-branded pages, which will include AOL.com headers, footers and domain
     name.

     Plan your wedding budget

      --Advice from The Knot

      --Budgeteer widget from The Knot


      Choose the date for your wedding

      --Advice from The Knot


     The Guests

     --Who-to-invite advice from The Knot


      Choose a wedding site

      -- Advice from The Knot


      Choose a reception hall

      -- Advice from The Knot


                                       16
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<PAGE>   17


      Wedding Etiquette

      --Advice from The Knot

      --Weekly update of The Knot's Etiquette Q & A column


      Find a photographer

      --Advice from The Knot


      Find a caterer

      --Advice from The Knot


      Plan the honeymoon

      --Advice from The Knot

     The Knot's Bridal Gown search and Wedding Checklist will be carried on the
     page.

     In addition, The Knot will produce 5 editorial packages and 3 HTML screens
     per year as defined:

     Overall Requirements:

-    The Knot will receive 60% of programming space at a minimum to be used in
     accordance with Section B of Exhibit A-1

-    Create these areas within 60 days after AOL's request

-    The look and feel will be determined and approved by AOL.

-    Promotion within the AOL Service will be determined by AOL.

-    These areas promoted by AOL and will be supported through the Knot


     5 Editorial Packages Requirements:

-    1-3 HTML pages

-    Topics determined by AOL (e.g., Spring Entertainment) with consultation by
     ICP

-    An AOL ad banner position, size to be determined by AOL

-    Weekly updates unless another schedule is determined by AOL

-    Sponsorships, at AOL's discretion

-    Unlike real estate which does not have a specific period of time, the
     editorial packages will run for a period of time as determined by AOL. AOL
     will provide ICP with timing guidelines prior to production.


     3 HTML pages Requirements:


-    Topics determined by AOL (e.g., . Honeymoons) with consultation by ICP

-    An AOL ad banner position, size to be determined by AOL

-    Weekly updates unless another schedule is determined by AOL

-    Sponsorships, at AOL's discretion - AOL will choose the content topics from
     topics covered by ICP

--------------------------------------------------------------------------------
      SECTION 2 -  OTHER REQUIREMENTS
--------------------------------------------------------------------------------

1.   Branding requirements: ICP shall host the pages of the ICP Internet Site on
     the following domain:
     theknot.aol.com
     In addition. ICP shall co-brand the
     pages of the ICP Internet Site with headers and footers, for code which
     can be found at:
     http://proto.netscape.com:8080/mega/index.html
     ID=partner, password=c0nt3nt


                                       17
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<PAGE>   18


2.   Required reporting from Partner. The Knot must provide the server logs of

     its Web sites that contain co-branded content. It should send the logs at

     least weekly to an FTP site for AOL to retrieve. They should be in CERN

     format and should contain HTTP referrers.





COMPUSERVE PROGRAMMING PLAN:

     Partner provides: Comprehensive wedding-related content, the substantial
     portion of which does not require registration; provided that access to
     advice and functionality related to wedding planning may require
     registration subject to the terms of this Agreement.

-------------------------------------------------------------------------------
     SECTION 1 - GENERAL CONTENT REQUIREMENTS
-------------------------------------------------------------------------------


     The Knot's content will serve as the Weddings offering on CompuServe. The
     CompuServe Weddings Department main screen will be created and maintained
     by the Knot and hosted on CompuServe. At CompuServe's discretion at least
     six of the static links listed below will be featured at any one time. The
     Knot enable sponsorships and other placement within the Weddings main
     screen. The topics and order of the topics below may change, but The Knot's
     prominence on the page will not. Except as specified, all links from
     CompuServe will go to co-branded pages on the Knot's generally available
     web site, which will include CompuServe left hand and top navigation and
     domain name.



     -- ICP shall create two mutually agreed upon features (e.g., Weddings 202:
     The Knot's Guide to Second Weddings and All Inclusive Weddings: The Knot's
     Guide for Complete Weddings Escapes) hosted on CompuServe. This content
     will be original ICP content first appearing on CompuServe and shall not be
     promoted through any other distribution channel for a period of six (6)
     months after its first appearance on CompuServe.


     Plan your wedding budget

     --Advice from The Knot

     --Budgeteer widget from The Knot


     Choose the date for your wedding

     --Advice from The Knot


     The Guests

     --Who-to-invite advice from The Knot


     Choose a church

     -- Advice from The Knot


                                       18
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<PAGE>   19


     Choose a wedding site

     -- Advice from The Knot


     Choose a reception hall

     -- Advice from The Knot


     Wedding Etiquette

     --Advice from The Knot

     --Weekly update of The Knot's Etiquette Q & A column


     Find a photographer

     --Advice from The Knot


     Find a caterer

     --Advice from The Knot


     Plan the honeymoon

     --Advice from The Knot


     Checklist widget

     --Advice from The Knot

     --Checklist widget from The Knot

     The Knot's Bridal Gown search and Wedding Checklist will be carried on the
     page.

     In addition to the links specified above, at CompuServe's option and
     direction, the Knot will create and feature additional content within the
     CompuServe Weddings Department as specified by CompuServe, including, but
     not limited to, content featured on the Knot's main site, newly created
     content specifically relating to women, or content created by the Knot for
     other AOL brands or third parties. The Knot will also work with CompuServe
     to create at least 2 major and 4 minor promotions for the CompuServe
     Weddings Department, including contests, special features and exclusive
     content as mutually agreed upon by the Parties. The CompuServe Weddings
     Department main screen will be updated no less than once per week, and the
     "Weddings 202: CompuServe Guide to Second Weddings" and "All inclusive
     Weddings: a Guide for Complete Weddings Escapes" main screens will be
     updated at least monthly.

--------------------------------------------------------------------------------
      SECTION 2 -  OTHER REQUIREMENTS
--------------------------------------------------------------------------------

1.   Branding requirements: At CompuServe's discretion, The Knot will co-brand
     each of its pages and host them on the following domain:
     theknot.compuserve.com

2.   Required reporting from Partner. The Knot will provide reporting to
     CompuServe as reasonably determined by CompuServe

3.   Keywords to be granted to Partner: The Knot


NETCENTER PROGRAMMING PLAN:

     Partner provides: Comprehensive wedding-related content, the substantial
     portion of which does not require registration; provided that access to
     advice and functionality related to wedding planning may require
     registration subject to the terms of this Agreement.


                                       19
CONFIDENTIAL
<PAGE>   20

--------------------------------------------------------------------------------
     SECTION 1 - GENERAL CONTENT REQUIREMENTS
--------------------------------------------------------------------------------


     The Knot's content will be integrated prominently on the Plan Your Wedding
     Time Saver, a one-page step-by-step guide to wedding planning that can be
     done on the Web. The content described below will all be carried on this
     one page. The topics and order of the topics below may change, but The
     Knot's prominence on the page will not. All links from netscape.com must go
     to co-branded pages. (See illustration of co-branded article page below.)

     Plan your wedding budget

      --Advice from The Knot

      --Budgeteer widget from The Knot


      Choose the date for your wedding

      --Advice from The Knot


     The Guests

      --Who-to-invite advice from The Knot


      Choose a wedding site

      -- Advice from The Knot


      Choose a reception hall

      -- Advice from The Knot


      Wedding Etiquette

      --Advice from The Knot

      --Weekly update of The Knot's Etiquette Q & A column


      Find a photographer

      --Advice from The Knot


      Find a caterer

      --Advice from The Knot


      Plan the honeymoon

      --Advice from The Knot

     In addition, The Knot's Bridal Gown search and Wedding Checklist will be
     carried on the page.


--------------------------------------------------------------------------------
      SECTION 2 -  OTHER REQUIREMENTS
--------------------------------------------------------------------------------

3.   Branding requirements: The Knot must co-brand each of its pages and host
     them on the following domain:


     theknot.netscape.com


     The code for the co-branding guidelines can be found at:


     http://proto.netscape.com:8080/mega/index.html

     ID=partner, password=c0nt3nt


     Implementing the code will require minor changes to the parts of the code
     that apply specifically to The Knot.


                                       20
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<PAGE>   21

4.   Required reporting from Partner. The Knot must provide the server logs of
     its Web sites that contain co-branded content. It should send the logs at
     least weekly to an FTP site for AOL to retrieve. They should be in CERN
     format and should contain HTTP referrers.

AOL HOMETOWN:

     I.   ICP will, in accordance with the programming plan set forth in Section
          B below, do the following:

          (i)  subject to AOL's approval, program two (2) AOL-designated
               promotional fields of the front page of the Wedding department of
               AOL Hometown (referred to herein as a "Department Page")
               consisting of the type of Content described in Section II.2 below
               and update such promotional fields with new Content on no less
               than a weekly basis; and

          (ii) design, develop, manage and maintain a community area, located
               within AOL Hometown (together with the Content contained therein)
               linked to from each of the promotional fields on the Department
               Page. Each such community area is referred to herein as a
               "Community Center" and collectively are referred to as the
               "Community Centers". ICP will develop and implement each
               Community Center, consisting of the specific Content described in
               Section II.2 below.

     II.

     II.1 Promotional Text Fields of Department Page(s)

          -    ICP will program the top two promotional text fields on the
               Department page described above.

          -    These promotional text fields will be programmed with
               contextually appropriate content which directly links to the
               Partner's Community Center or other page registered within AOL
               Hometown (displaying the AOL Hometown frameset). The promotional
               text fields will NOT link to a domain other than
               hometown.aol.com.

          -    Each promotional field will contain the following:

               (1)  Graphic: a 50 pixel x 50 pixel square click-able graphic,
                    provided in .GIF format

                    (a)  NOTE: If no graphic is provided, a default, clickable
                         wing-ding will appear.

               (2)  Text: 60 CHARACTERS TOTAL: Three lines of twenty characters
                    each (spaces included)

               (a)  First line of twenty (20) characters is a hyperlinked
                    headline (dispatches to same URL that the graphic does)

               (b)  Second two (2) lines of twenty (20) characters each: normal
                    text, not hyperlinkable.

          -    These promotional text fields will be refreshed on a weekly
               basis.

     II.2 Community Center

          -    ICP WILL PRODUCE AT LEAST ONE "COMMUNITY CENTER" FOR THE
               "WEDDINGS" DEPARTMENT OF AOL HOMETOWN CONSISTING OF, AT A
               MINIMUM, THE FOLLOWING CONTENT (ADDITIONAL CONTENT MAY BE
               PROVIDED SUBJECT TO AOL'S APPROVAL):

               (1)  strong "Join our community" messaging

               (2)  strong "build a home page now" messaging

               (3)  a selection and listing of one or more of the best Member
                    Page(s) (weekly basis)

               (4)  at least five (5) of the following programming items:

                    (a)  Top Ten member page lists

                    (b)  Homesteader contests


                                       21
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<PAGE>   22


                    (c)  Homesteader (of the week)

                    (d)  Community home page tours

                    (e)  Newsletter

                    (f)  Message board links (using AOL tools only, when
                         available)

                    (g)  Chat links (using AOL tools only, when available)

                    (h)  Homepage building recipes (how-to or quick steps)

                    (i)  Clip art, animations, etc. to be used by Hometown AOL
                         user in building Member Page(s)

          -    The content within the Community Center will be updated on no
               less than a weekly basis.

         SCHEDULE OF EVENTS

          -    ICP will provide AOL with a schedule of events, which will
               include a description of the content/theme for promotions and
               events and the start dates of these promotions and events. The
               schedule of events will cover no less than three months of
               promotions and be provided prior to the execution of this
               Agreement.



                                       22
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<PAGE>   23


                            EXHIBIT B -- DEFINITIONS


DEFINITIONS.  The following definitions shall apply to this Agreement:

ADVERTISING REVENUES. Aggregate amounts collected plus the fair market value of
any other compensation received (such as barter advertising) by ICP or ICP's
agents, as the case may be, arising from the license or sale of AOL
Advertisements, less applicable Advertising Sales Commissions; provided that, in
order to ensure that AOL receives fair value in connection with AOL
Advertisements, ICP shall be deemed to have received no less than the
Advertising Minimum in instances when ICP makes an AOL Advertisement available
to a third party at a cost below the Advertising Minimum.

ADVERTISING MINIMUM. (i) [****] entries per month or (ii) such different rate or
rates as AOL may establish based upon market conditions and publish during the
Term.

ADVERTISING SALES COMMISSION. In the case of an AOL Advertisement, actual
amounts paid as commission to third party agencies in connection with sale of
the AOL Advertisement.

AFFILIATE. Any agent, distributor or franchisee of AOL, or an entity in which
AOL holds at least a nineteen percent (19%) equity interest.

AOL SERVICE. The narrow-band U.S. version of the America Online(R) brand
service, specifically excluding (a) AOL.com and any other AOL Interactive Site,
(b) the international versions of an America Online service (e.g., AOL Japan),
(c) the CompuServe(R) brand service and any other CompuServe products or
services, (d) Netscape Netcenter(TM) and any other Netscape(R) products or
services, (e) "ICQ(TM)," "AOL NetFind(TM)," "AOL Instant Messenger(TM),"
"Digital City(TM)," "NetMail(TM)," "Real Fans", "Love@AOL", "Entertainment
Asylum," "AOL Hometown" or any similar independent product, service or property
which may be offered by, through or with the U.S. version of the America
Online(R) brand service, (f) any programming or content area offered by or
through the U.S. version of the America Online(R) brand service over which AOL
does not exercise complete operational control (including, without limitation,
Content areas controlled by other parties and member-created Content areas), (g)
any yellow pages, white pages, classifieds or other search, directory or review
services or Content offered by or through the U.S. version of the America
Online(R) brand service, (h) any property, feature, product or service which AOL
or its affiliates may acquire subsequent to the Effective Date and (i) any other
version of an America Online service which is materially different from the
narrow-band U.S. version of the America Online brand service, by virtue of its
branding, distribution, functionality, Content or services, including, without
limitation, any co-branded version of the service and any version distributed
through any broadband distribution platform or through any platform or device
other than a desktop personal computer.

AOL.com. AOL's primary Internet-based Interactive Site marketed under the
"AOL.COM(TM)" brand, specifically excluding (a) the AOL Service, (b) any
international versions of such site, (c) CompuServe.com, Netscape Netcenter, any
other CompuServe or Netscape products or services or interactive sites, (d)
"ICQ(TM)," "AOL NetFind(TM)," "AOL Instant Messenger(TM)," "NetMail(TM)" or any
similar independent product or service offered by or through such site or any
other AOL Interactive Site, (e) any programming or Content area offered by or
through such site over which AOL does not exercise complete operational control
(including, without limitation, Content areas controlled by other parties and
member-created Content areas), (f) any programming or Content area offered by or
through the U.S. version of the America Online(R) brand service which was
operated, maintained or controlled by the former AOL Studios division, (g) any
yellow pages, white pages, classifieds or other search, directory or review
services or Content offered by or through such site or any other AOL Interactive
Site, (h) any property, feature, product or service which AOL or its affiliates
may acquire subsequent to the Effective Date and (i) any other version of an
America Online Interactive Site which is materially different from AOL's primary
Internet-based Interactive Site marketed under the "AOL.COM(TM)" brand, by
virtue of its branding, distribution, functionality, Content or services,
including, without limitation, any co-branded versions and any version
distributed through any broadband distribution platform or through any platform
or device other than a desktop personal computer.

AOL HOMETOWN. AOL's interactive service, marketed under the "AOL Hometown" brand
available to users of the AOL Network and the World Wide Web portion of the
Internet through which such users may publish and maintain World Wide Web pages,
use community tools and engage in other interactive activities, specifically
excluding (a) the AOL Service and AOL.com, (b) any international versions of
such service and such site, (c) the CompuServe(R) brand service, Netscape
Netcenter, "ICQ," "AOL NetFind(TM)," "AOL Instant Messenger(TM)," "NetMail(TM)"
or any similar independent product or service offered by or through any other
AOL Interactive Site, (d) any programming or Content area offered by or through
such site over which AOL does not exercise complete operational control
(including, without limitation, Content areas controlled by other parties and
member-created Content areas, such as, without limitation, partner community
center pages and Member Pages), (e) any yellow pages, white pages, classifieds
or other search, directory or review services or Content offered by or through
such site or any other AOL Interactive Site, (f) any property, feature, product
or service which AOL or its affiliates may acquire subsequent to the Effective
Date and (h) any other version of an America Online Interactive Site which is
materially different from AOL's primary interactive service marketed under the
"AOL Hometown" brand, by virtue of its branding, distribution, functionality,
Content or services, including, without limitation, any co-branded versions and
any version distributed through any broadband distribution platform or through
any platform or device other than a desktop personal computer.

AOL PROPERTY. Any product, service or property owned, operated, marketed,
distributed, or authorized to be distributed by or through AOL or its
Affiliates, including, without limitation, the AOL Service, AOL.com, the
CompuServe Service, Netscape Netcenter and AOL Hometown.

AOL LOOK AND FEEL. The distinctive and particular elements of graphics, design,
organization, presentation, layout, user interface, navigation, trade dress and
stylistic convention (including the digital implementations thereof) within the
AOL Network and the total appearance and impression substantially formed by the
combination, coordination and interaction of these elements.

AOL MEMBER(S). Authorized users (including any sub-accounts under an authorized
master account) of the AOL Network.

AOL NETWORK. (i) The AOL Service, (ii) AOL.com, (iii) the CompuServe Service,
(iv) CompuServe.com, (v) Netscape Netcenter and (vi) any other product or
service owned, operated, distributed or authorized to be distributed by or
through AOL or its Affiliates worldwide through which such party elects to offer
the ICP Internet Site, ICP Programming and/or Licensed Content (which may
include, without limitation, AOL-related Internet sites, "offline" information
browsing products, international versions of the AOL brand service, or
Compuserve) and (vii) any of the foregoing products and services authorized by
AOL or its Affiliates to be distributed through a third party, including on a
private label basis (including without limitation AOL's Custom Netcenter
product).

CHANGE OF CONTROL. (a) The consummation of a reorganization, merger or
consolidation or sale or other disposition of substantially all of the assets of
a party or (b) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under such Act) of more than 50% of either (i) the then outstanding
shares of common stock of such party; or (ii) the combined voting power of the
then outstanding voting securities of such party entitled to vote generally in
the election of directors.

COMPUSERVE SERVICE. The standard HTML version of the narrow-band U.S. version of
the CompuServe brand service, specifically excluding (a) any international
versions of such service (e.g., NiftyServe), (b) any web-based service including
"compuserve.com", "cserve.com" and "cs.com", or any similar product or service
offered by or through the U.S. version of the CompuServe brand service, (c)
Content areas owned, maintained or controlled by CompuServe affiliates or any
similar "sub-service," (d) any programming or Content area offered by or through
the U.S. version of the CompuServe brand service over which CompuServe does not
exercise complete or substantially complete operational control (e.g.,
third-party Content areas), (e) any yellow pages, white pages, classifieds or
other search, directory or review services or Content (f) any co-branded or
private label branded version of the U.S. version of the CompuServe brand
service, (g) any version of the U.S. version of the CompuServe brand service
which offers Content, distribution, services or functionality materially
different from the Content, distribution, services or functionality associated
with the standard, narrow-band U.S. version of the CompuServe brand service,
including, without limitation, any version of such service distributed through
any platform or device other than a desktop personal computer, (h) any property,
feature, product or service which CompuServe or its

---------------
         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                                       23
CONFIDENTIAL
<PAGE>   24

affiliates may acquire subsequent to the Effective Date, (i) the America Online
brand service and any independent product or service which may be offered by,
through or with the U.S. version of the America Online brand service and (j) the
HMI versions of the CompuServe brand service.

COMPUSERVE.com. CompuServe's primary Internet-based Interactive Site marketed
under the "CompuServe.com(TM)" brand, specifically excluding (a) the CompuServe
Service and AOL Service, (b) any international versions of such site, (c)
AOL.com, Netscape Netcenter, any other AOL or Netscape products or services or
interactive sites, (d) "ICQ(TM)," "AOL NetFind(TM)," "AOL Instant
Messenger(TM)," "NetMail(TM)" or any similar independent product or service
offered by or through such site or any other AOL or CompuServe Interactive Site,
(e) any programming or Content area offered by or through such site over which
AOL does not exercise complete operational control (including, without
limitation, Content areas controlled by other parties and member-created Content
areas), (f) any programming or Content area offered by or through the U.S.
versions of the America Online(R) brand service or CompuServe brand service
which was operated, maintained or controlled by the former AOL Studios division,
(g) any yellow pages, white pages, classifieds or other search, directory or
review services or Content offered by or through such site or any other AOL or
CompuServe Interactive Site, (h) any property, feature, product or service which
AOL or its affiliates may acquire subsequent to the Effective Date and (i) any
other version of an AOL or CompuServe Interactive Site which is materially
different from CompuServe's primary Internet-based Interactive Site marketed
under the "CompuServe.com(TM)" brand, by virtue of its branding, distribution,
functionality, Content or services, including, without limitation, any
co-branded versions and any version distributed through any broadband
distribution platform or through any platform or device other than a desktop
personal computer.

CONFIDENTIAL INFORMATION. Any information relating to or disclosed in the course
of this Agreement, which is, or should be reasonably understood to be,
confidential or proprietary to the disclosing Party, including, but not limited
to, the material terms of this Agreement, information about AOL Members,
technical processes and formulas, source codes, product designs, sales, cost and
other unpublished financial information, product and business plans, projections
and marketing data. "Confidential Information" shall not include information (a)
already lawfully known to or independently developed by the receiving Party, (b)
disclosed in published materials, (c) generally known to the public, or (d)
lawfully obtained from any third party.

CONTENT. Text, images, video, audio (including, without limitation, music used
in time relation with text, images, or video), and other data, products,
services, advertisements, promotions, links, URLs, pointers, technology and
software.

ICP INTERACTIVE SITE. Any interactive site or area (other than ICP Programming),
including any mirrored site or area, which is managed, maintained or owned by
ICP or its agents or to which ICP provides and/or licenses information, content
or other materials, including, by way of example and without limitation, (i) an
ICP site on the World Wide Web portion of the Internet or (ii) a channel or area
delivered through a "push" product such as the Pointcast Network or interactive
environment such as Microsoft's proposed Active Desktop or interactive
television service such as WebTV.

ICP INTERNET SITE. Each of the versions of the Internet site and Content,
currently located at URL:http://www.theknot.com and all related URLs, which are
customized for distribution through the AOL Network in accordance with this
Agreement.

ICP PRESENCE. Any (a) ICP trademark or logo, (b) headline or picture from ICP
Content, (c) teaser, icon, or link to the ICP Internet Site or ICP Programming
and/or (d) other Content which originates from, describes or promotes ICP or
ICP's Content.

ICP PROGRAMMING. Any (a) area within the AOL Network or outside the AOL Network
but exclusively available to AOL Members, which area is developed, programmed,
and/or managed by ICP, in whole or in part, pursuant to this Agreement and all
Content thereon (including, without limitation, message boards, chat and other
AOL Member-supplied content areas contained therein) including, without
limitation, the Online Area, the ICP Programming Space, any co-branded site or
page, the Community Centers, and (b) Content provided to AOL by ICP pursuant to
this Agreement for distribution on or through the AOL Network other than on the
ICP Internet Site (such as, without limitation, the Content programmed by ICP
into the promotional fields of the AOL Hometown Department Pages).

IMPRESSION. User exposure to an ICP Presence, as such exposure may be reasonably
determined and measured by AOL in accordance with its standard methodologies and
protocols.

INTERACTIVE SERVICE. An entity offering one or more of the following: (i) online
or Internet connectivity services (e.g., an Internet service provider); (ii) an
interactive site or service featuring a broad selection of aggregated third
party interactive content (or navigation thereto) (e.g., an online service or
search and directory service) and/or marketing a broad selection of products
and/or services across numerous interactive commerce categories (e.g., an online
mall or other leading online commerce site); (iii) a persistent desktop client;
or (iv) communications software capable of serving as the principal means
through which a user creates, sends or receives electronic mail or real time or
"instant" online messages (whether by telephone, computer or other means),
including without limitation, greeting cards.

KEYWORD(TM) SEARCH TERMS. The Keyword(TM) online search terms made available on
the AOL Service for use by AOL Members, combining AOL's Keyword(TM) online
search modifier with a term or phrase specifically related to ICP (and
determined in accordance with the terms of this Agreement).

LICENSED CONTENT. All Content provided by ICP or its agents through the ICP
Internet Site and/or the AOL Network in connection with the subject matter of
this Agreement, including without limitation all ICP Programming.

LINKED INTERACTIVE SITE. Any site or area outside of the AOL Network which is
linked to ICP Programming (through a "pointer" or similar link) subject to
approval by AOL in accordance with the terms and conditions of this Agreement.

LINKED ICP INTERACTIVE SITE. Any ICP Interactive Site which is also a Linked
Interactive Site.

MEMBER PAGE. Any web page created by an AOL Member through AOL Hometown and
using the community tools available therein.

NETSCAPE NETCENTER. Netscape Communications Corporation's primary Internet-based
Interactive Site marketed under the "Netscape Netcenter(TM)" brand, specifically
excluding (a) the AOL Service and the CompuServe Service, (b) AOL.com and
CompuServe.com, (c) any international versions of such site, (d) "ICQ," "AOL
Netfind(TM)," "AOL Instant Messenger(TM)," "NetMail(TM)," "AOL Hometown," "My
News," "Digital City(TM)," or any similar independent product or service offered
by or through such site or any other AOL Interactive Site, (e) any programming
or Content area offered by or through such site over which AOL does not exercise
complete operational control (including, without limitation, Content areas
controlled by other parties and member-created Content areas), (f) any
programming or Content area offered by or through the U.S. version of the
America Online(R) brand service which was operated, maintained or controlled by
the former AOL Studios division (e.g., Electra), (g) any yellow pages, white
pages, classifieds or other search, directory or review services or Content
offered by or through such site or any other AOL Interactive Site, (h) any
property, feature, product or service which AOL or its affiliates may acquire
subsequent to the Effective Date and (i) any other version of an AOL or Netscape
Communications Corporation Interactive Site which is materially different from
Netscape Communications Corporation's primary Internet-based Interactive Site
marketed under the "Netscape Netcenter(TM)" brand, by virtue of its branding,
distribution, functionality, Content or services, including, without limitation,
any co-branded versions and any version distributed through any broadband
distribution platform or through any platform or device other than a desktop
personal computer (e.g. Custom NetCenters built specifically for third parties).

NON-PROGRAMMABLE SPACE. The portions of the ICP Programming Space screens that
are intended for the placement of AOL navigational elements (e.g., browser
frames, navigation bars and buttons), any AOL Look and Feel components and
brand-related Content, and any other Content not expressly included within the
definition of Programmable Space. AOL retains sole and exclusive control over
any Non-Programmable Space.

ONLINE AREA. The specific area within the AOL Network, as described in Exhibit
A, which shall be developed, managed or marketed by ICP pursuant to this
Agreement, including but not limited to the Licensed Content, message boards,
chat and other AOL Member-supplied content areas contained therein (but
excluding any Linked Interactive Sites other than sites which are exclusively
available to AOL Members).

PRODUCTS. Any product, good or service which ICP (or others acting on its behalf
or as distributors) offers, sells, provides, distributes or licenses to AOL
Members directly or indirectly through (i) the ICP Internet Site (including
through any Interactive Site linked thereto) or ICP Programming (including any
Linked Interactive Site), (ii) any other electronic means directed at AOL
Members (e.g., e-mail offers), or (iii) an "offline" means (e.g., toll-free
number)


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for receiving orders related to specific offers within the ICP Internet Site or
ICP Programming requiring purchasers to reference a specific promotional
identifier or tracking code, including, without limitation, products sold
through surcharged downloads (to the extent expressly permitted hereunder).

PROGRAMMABLE SPACE. The portions of the ICP Programming Space screens that are
intended solely for the placement of dynamic Content directly related to the
subject matter of the screen, promotion of registries, or any other
advertisements, promotions, sponsorships, links, pointers or similar services or
rights, specifically excluding any Non-Programmable Space.

TERM. The period beginning on the Effective Date and ending upon the expiration
or earlier termination of this Agreement.

WEDDINGS-ONLY CONTENT PROVIDER. An entity solely in the business of providing
weddings-related Content or services.

WEDDINGS-ONLY CONTENT. Wedding-related Content provided by a Weddings-Only
Content Provider.



                                       25
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<PAGE>   26

                EXHIBIT C -- STANDARD LEGAL TERMS AND CONDITIONS


I.  AOL NETWORK

CONTENT. ICP represents and warrants that all Content contained within the ICP
Internet Site and ICP Programming and all Licensed Content (i) does and will
conform to AOL's applicable Terms of Service, the terms of this Agreement and
any other standard, written policy of AOL and any applicable AOL Property, (ii)
does not and will not infringe on or violate any copyright, trademark, U.S.
patent, rights of publicity, moral rights or any other third party right,
including without limitation, any music performance or other music related
rights, and (iii) does not and will not contain any Content which violates any
applicable law or regulation ((i), (ii) and (iii) collectively, the "Rules"). In
the event that AOL notifies ICP in writing that any such Content, as reasonably
determined by AOL, does not comply or adhere to the Rules, then ICP shall use
its best efforts to block access by AOL Members to such Content. In the event
that ICP cannot, through its best efforts, block access by AOL Members to such
Content in question, then ICP shall provide AOL prompt written notice of such
fact. AOL may then, at its option, either (i) restrict access from the AOL
Network to the Content in question using technology available to AOL or (ii) in
the event access cannot be restricted, direct ICP to remove any such Content.
ICP will cooperate with AOL's reasonable requests to the extent AOL elects to
implement any such access restrictions.

AOL NETWORK DISTRIBUTION. The distribution, placements and/or promotions
described in this Agreement or otherwise provided to ICP by AOL shall be used by
ICP solely for its own benefit, will link to and promote solely the Licensed
Content within the ICP Internet Site or ICP Programming expressly described on
Exhibit A and will not be resold, traded, exchanged, bartered, brokered or
otherwise offered or transferred to any third party or contain any branding
other than ICP's branding. Further, the Content of all such distribution,
placements and promotions shall be subject to AOL's policies relating to
advertising and promotion, including those relating to AOL's exclusivity
commitments and other contractual preferences to third parties.

CHANGES TO AOL PROPERTIES. AOL reserves the right to redesign or modify the
organization, structure, "look and feel," navigation and other elements of the
AOL Service, AOL Hometown, AOL.com or any other AOL Property, including without
limitation, by adding or deleting channels, subchannels and/or screens. If AOL
eliminates or modifies an area on an AOL Property in a manner that substantially
modifies the nature of the distribution required under this Agreement in a
material adverse fashion, AOL will work with ICP in good faith to provide ICP,
as its sole remedy, with comparable distribution reasonably satisfactory to ICP.

MEMBER PAGE. AOL will have no obligation with respect to the Content and
services available on or through any Member Page including, but not limited to,
any duty to review or monitor any such Content and services. AOL expressly
disclaims any liability to ICP for the Content and services contained in any
Member Page or any expense, claim, demand, costs, loss or damage arising out of
any use of the ICP-provided Content available from, without limitation, a
Community Center or the ICP Internet Site. ICP agrees to release AOL and its
affiliates, including partners, directors, officers, employees and agents from
any and all claims, rights and recourses for such loss or damage.

CONTESTS. ICP shall ensure that any contest, sweepstakes or similar promotion
conducted or promoted through the ICP Internet Site and/or ICP Programming (a
"Contest") complies with all applicable laws and regulations. Upon AOL's
request, ICP shall provide AOL with an opinion from ICP's counsel confirming
that the Contest complies with all applicable federal, state and local laws and
regulations. All contests shall comply with AOL's standard policies regarding
contests and ICP shall request updates of such policies prior to conducting or
promoting a Contest.

DISCLAIMERS. Upon AOL's request, AOL agrees to include within the ICP Internet
and/or ICP Programming a disclaimer (the specific form and substance to be
mutually agreed upon by the Parties) indicating that all Content (including any
products and services) is provided solely by ICP and not AOL, and any
transactions are solely between ICP and AOL Members using or purchasing such
Content and AOL is not responsible for any loss, expense or damage arising out
of the Licensed Content or services provided through the ICP Internet Site or
ICP Programming (e.g., "In no event shall AOL nor any of its agents, employees,
representatives or affiliates be in any respect legally liable to you or any
third party in connection with any information or services contained herein and
AOL makes no warranty or guaranty as to the accuracy, completeness, correctness,
timeliness, or usefulness of any of the information contained herein"). ICP
shall not in any manner state or imply that AOL recommends or endorses ICP or
its Content.

REWARDS PROGRAMS. [****], ICP shall not offer, provide, implement or otherwise
make available in ICP Programming, or on any page of the ICP Internet Site
directly linked to from the AOL Network, any promotional programs or plans that
are intended to provide customers with rewards or benefits in exchange for, or
on account of, their past or continued loyalty to, or patronage or purchase of,
the products or services of ICP or any third party (e.g., a promotional program
similar to a "frequent flier" program), unless such promotional program or plan
is provided exclusively through AOL's "AOL Rewards" program, accessible on the
AOL Service at Keyword: "AOL Rewards." In addition, ICP shall promote the AOL
Rewards program with equal prominence [****] in any Promotions within ICP
Programming or the AOL Network.

NAVIGATION. In cases where an AOL Member performs a search for ICP through any
search or navigational tool or mechanism that is accessible or available through
the AOL Network (e.g., promotions, Keyword Search Terms, or any other
navigational tools), AOL shall have the right to direct such AOL Member to the
ICP Internet Site, or any other ICP Interactive Site determined by AOL in its
reasonable discretion.

AOL LOOK AND FEEL. ICP acknowledges and agrees that AOL shall own all right,
title and interest in and to the AOL Look and Feel. In addition, AOL shall
retain editorial control over the portions of the AOL pages and forms which
frame the ICP Internet Site or ICP Programming (the "AOL Frames"). AOL may, at
its discretion, incorporate navigational icons, links and pointers or other
Content into such AOL Frames.

OPERATIONS. AOL shall be entitled to require reasonable changes to the ICP
Internet Site and ICP Programming to the extent such site will, in AOL's good
faith judgment, adversely affect operations of the AOL Network.

CLASSIFIEDS. ICP shall not implement or promote any classifieds listing features
through ICP Programming without AOL's prior written approval. Such approval may
be conditioned upon, among other things, ICP's conformance with any
then-applicable service-wide technical or other standards related to online
classifieds.

MESSAGE BOARDS; CHAT ROOMS AND COMPARABLE VEHICLES. Any Content submitted by ICP
or its agents within message boards, chat rooms or any comparable vehicles will
be subject to the license grant relating to submissions to "public areas" set
forth in the AOL Terms of Service. ICP acknowledges that it has no rights or
interest in AOL Member submissions to message boards, chat rooms or any other
vehicles through which AOL Members may make submissions within the AOL Network.
ICP will refrain from editing, deleting or altering, without AOL's prior
approval, any opinion expressed or submission made by an AOL Member within ICP
Programming except in cases where ICP has a good faith belief that the Content
in question violates an applicable law, regulation, third party right or the
applicable AOL Property's Terms of Service.

DUTY TO INFORM. ICP shall promptly inform AOL of any information related to the
ICP Internet Site, ICP Programming or the Licensed Content which could
reasonably lead to a claim, demand or liability of or against AOL and/or its
Affiliates by any third party.

RESPONSE TO QUESTIONS/COMMENTS; CUSTOMER SERVICE. ICP shall respond promptly and
professionally to questions, comments, complaints and other reasonable requests
regarding the ICP Internet Site, ICP Programming or the Licensed Content by AOL
Members or on request by AOL, and shall cooperate and assist AOL in promptly
answering the same. ICP shall have sole responsibility for customer service
(including, without limitation, order processing, billing, shipping, etc.) and
AOL shall have no responsibility with respect thereto. ICP shall comply with all
applicable requirements of any federal, state or local consumer protection or
disclosure law.

STATEMENTS THROUGH AOL NETWORK. ICP shall not make, publish, or otherwise
communicate through the AOL Network any deleterious remarks concerning AOL or
its Affiliates, directors, officers, employees, or agents (including, without
limitation, AOL's business projects, business capabilities, performance of
duties and services, or financial position) which remarks are based on the
relationship established by this Agreement or information exchanged hereunder.
This section is not intended to limit good faith editorial statements made by
ICP based upon publicly available information, or information developed by ICP
independent of its relationship with AOL and its employees and agents.

---------------
         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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PRODUCTION WORK. In the event that ICP requests any AOL production assistance,
ICP shall work with AOL to develop detailed production plans for the requested
production assistance (the "Production Plan"). Following receipt of the final
Production Plan, AOL shall notify ICP of (i) AOL's availability to perform the
requested production work, (ii) the proposed fee or fee structure for the
requested production work and (iii) the estimated development schedule for such
work. To the extent the Parties reach agreement regarding implementation of
agreed-upon Production Plan, such agreement shall be reflected in a separate
work order signed by the Parties. All fees to be paid to AOL for any such
production work shall be paid in advance. To the extent ICP elects to retain a
third party provider to perform any such production work, work produced by such
third party provider must generally conform to AOL's production standards
available at Keyword "Styleguide." The specific production resources which AOL
allocates to any production work to be performed on behalf of ICP shall be as
determined by AOL in its sole discretion.

PUBLISHING TOOLS. AOL shall make available to ICP any proprietary publishing
tools of AOL that are generally available to third parties and necessary for ICP
to produce and refresh the Online Area during the Term (each a "Tool"). ICP
shall be granted a nonexclusive license to use any such Tool, which license
shall be subject to: (i) ICP's compliance with all rules and regulations
relating to use of the Tools, as published from time to time by AOL, (ii) AOL's
right to withdraw or modify such license at any time, and (iii) ICP's express
recognition that AOL provides all Tools on an "as is" basis, without warranties
of any kind.

TRAINING AND SUPPORT. AOL shall make available to ICP standard AOL training and
support programs necessary to produce any AOL areas hereunder. ICP can select
its training and support program from the options then offered by AOL. ICP shall
be responsible to pay the fees associated with its chosen training and support
package. In addition, ICP will pay travel and lodging costs associated with its
participation in any AOL training programs (including AOL's travel and lodging
costs when training is conducted at ICP's offices).

ACCOUNTS. ICP shall receive up to [****] accounts on the AOL Service for the
exclusive purpose of enabling it and its agents to perform ICP's duties under
this Agreement. In the event there is any abuse of any account granted
hereunder, AOL reserves the right to terminate such account upon written
notification to ICP. ICP will be responsible for the actions taken under or
through its accounts, which actions are subject to AOL's applicable Terms of
Service. The accounts shall be of the type determined by AOL to be necessary for
ICP to perform its duties hereunder and ICP shall be responsible for all charges
associated with such accounts, including any surcharges, including, without
limitation, all premium charges, transaction charges, and any applicable
communication surcharges incurred by any account issued to ICP; provided,
however, that ICP shall not be charged for AOL's standard monthly usage fees and
standard hourly charges. Upon the termination of this Agreement, all accounts,
related screen names and any associated usage credits or similar rights, will
automatically terminate unless ICP notifies AOL in writing, upon termination of
this Agreement, that it elects to have some or all of the accounts granted
hereunder converted to paying general accounts. AOL will have no liability for
loss of any data or content related to the proper termination of any account.

LAUNCH DATE. In the event that any terms contained herein relate to or depend on
the launch date of the ICP Internet Site or other property contemplated by this
Agreement, which launch date is later than the Effective Date, then it is the
intention of the Parties to record such launch date in a written instrument
signed by both Parties promptly following such launch date; provided that, in
the absence of such a written instrument, the launch date shall be as reasonably
determined by AOL based on the information available to AOL.

KEYWORDS. Any Keyword Search Terms to be directed to the ICP Internet Site shall
be (i) subject to availability for use by ICP and (ii) limited to the
combination of the Keyword(TM) search modifier combined with a registered
trademark of ICP. AOL reserves the right to revoke at any time ICP's use of any
Keyword Search Terms which do not incorporate registered trademarks of ICP. ICP
acknowledges that its utilization of a Keyword Search Term will not create in
it, nor will it represent it has, any right, title or interest in or to such
Keyword Search Term, other than the right, title and interest ICP holds in ICP's
registered trademark independent of the Keyword Search Term. Without limiting
the generality of the foregoing, ICP will not: (a) attempt to register or
otherwise obtain trademark or copyright protection in the Keyword Search Term;
or (b) use the Keyword Search Term, except for the purposes expressly required
or permitted under this Agreement. This Section shall survive the completion,
expiration, termination or cancellation of this Agreement.

II.   TRADEMARKS

TRADEMARK LICENSE. In designing and implementing any marketing, advertising, or
other promotional materials (expressly excluding Press Releases) related to this
Agreement and/or referencing the other Party and/or its trade names, trademarks
and service marks (the "Promotional Materials") and subject to the other
provisions contained herein, ICP shall be entitled to use the following trade
names, trademarks and service marks of AOL: the "America Online(R)" brand
service, "AOL(TM)" service/software and AOL's triangle logo and, in connection
therewith, ICP shall comply with the AOL styleguide available at keyword: "style
guide"; and AOL and its Affiliates shall be entitled to use the trade names,
trademarks and service marks of ICP (collectively, together with the AOL marks
listed above, the "Marks"); provided that each Party: (i) does not create a
unitary composite mark involving a Mark of the other Party without the prior
written approval of such other Party and (ii) displays symbols and notices
clearly and sufficiently indicating the trademark status and ownership of the
other Party's Marks in accordance with applicable trademark law and practice.
This Section shall survive the completion, expiration, termination or
cancellation of this Agreement.

RIGHTS. Each Party acknowledges that its utilization of the other Party's Marks
will not create in it, nor will it represent it has, any right, title or
interest in or to such Marks other than the licenses expressly granted herein.
Each Party agrees not to do anything contesting or impairing the trademark
rights of the other Party.

QUALITY STANDARDS. Each Party agrees that the nature and quality of its products
and services supplied in connection with the other Party's Marks shall conform
to quality standards communicated in writing by the other Party for use of its
trademarks. Each Party agrees to supply the other Party, upon request, with a
reasonable number of samples of any Materials publicly disseminated by such
Party which utilize the other Party's Marks. Each Party shall comply with all
applicable laws, regulations and customs and obtain any required government
approvals pertaining to use of the other Party's Marks.

PROMOTIONAL MATERIALS. Each Party will submit to the other Party, for its prior
written approval, which shall not be unreasonably withheld or delayed, any
Promotional Materials; provided, however, that after initial public announcement
of the business relationship between the Parties in accordance with the approval
and other requirements contained herein, either Party's subsequent factual
reference in Promotional Materials to the existence of a business relationship
between AOL and ICP, including, without limitation, the availability of the
Licensed Content through the AOL Network, or use of screen shots relating to the
distribution under this Agreement (so long as the AOL Network is clearly
identified as the source of such screen shots) for promotional purposes shall
not require the approval of the other Party. Once approved, the Promotional
Materials may be used by a Party and its affiliates for the purpose of promoting
the distribution of the Licensed Content through the AOL Network and reused for
such purpose until such approval is withdrawn with reasonable prior notice. In
the event such approval is withdrawn, existing inventories of Promotional
Materials may be depleted.

INFRINGEMENT PROCEEDINGS. Each Party agrees to promptly notify the other Party
of any unauthorized use of the other Party's Marks of which it has actual
knowledge. Each Party shall have the sole right and discretion to bring
proceedings alleging infringement of its Marks or unfair competition related
thereto; provided, however, that each Party agrees to provide the other Party,
at such other Party's expense, with its reasonable cooperation and assistance
with respect to any such infringement proceedings.

III.  REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party that: (i) such Party has
the full corporate right, power and authority to enter into this Agreement, to
grant the licenses granted hereunder and to perform the acts required of it
hereunder; (ii) the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties hereunder, do not and
will not violate any agreement to which such Party is a party or by which it is
otherwise bound; (iii) when executed and delivered by such Party, this Agreement
will constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; (iv) such Party's
Promotional Materials will neither infringe on any copyright, U.S. patent or any
other third party right nor violate any applicable law or regulation and (v)
such Party acknowledges that the other Party makes no representations,
warranties or agreements related to the subject matter hereof which are not
expressly provided for in this Agreement.

IV.  CONFIDENTIALITY

Each Party acknowledges that Confidential Information may be disclosed to the
other Party during the course of this Agreement. Each Party agrees that it will
take reasonable steps, at least substantially equivalent to the steps it takes
to protect its own proprietary information, during the term of this Agreement,
and for a period of three years following expiration or termination of this
Agreement, to prevent the disclosure of Confidential Information of the other
Party, other than to its employees, or to its other agents who must have access
to such Confidential Information for such Party to perform its obligations
hereunder, who will each

---------------
         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                                       27
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agree to comply with this section. Notwithstanding the foregoing, either Party
may issue a press release or other disclosure containing Confidential
Information without the consent of the other Party, to the extent such
disclosure is required by law, rule, regulation or government or court order. In
such event, the disclosing Party will provide at least five (5) business days
prior written notice of such proposed disclosure to the other Party. Further, in
the event such disclosure is required of either Party under the laws, rules or
regulations of the Securities and Exchange Commission or any other applicable
governing body, such Party will (i) redact mutually agreed-upon portions of this
Agreement to the fullest extent permitted under applicable laws, rules and
regulations and (ii) submit a request to such governing body that such portions
and other provisions of this Agreement receive confidential treatment under the
laws, rules and regulations of the Securities and Exchange Commission or
otherwise be held in the strictest confidence to the fullest extent permitted
under the laws, rules or regulations of any other applicable governing body.

V.  RELATIONSHIP WITH AOL MEMBERS

SOLICITATION OF SUBSCRIBERS. (a) During the term of this Agreement and for a two
year period thereafter, ICP will not use the AOL Network (including, without
limitation, the e-mail network contained therein) to solicit AOL Members on
behalf of another Interactive Service. More generally, ICP will not send
unsolicited, commercial e-mail (i.e., "spam") or other online communications
through or into AOL's products or services, absent a Prior Business
Relationship. For purposes of this Agreement, a "Prior Business Relationship"
will mean that the AOL Member to whom commercial e-mail or other online
communication is being sent has voluntarily either (i) engaged in a transaction
with ICP or (ii) provided information to ICP through a contest, registration, or
other communication, which included clear notice to the AOL Member that the
information provided could result in commercial e-mail or other online
communications being sent to that AOL Member by ICP or its agents. Any
commercial e-mail or other online communications to AOL Members which are
otherwise permitted hereunder will (a) include a prominent and easy means to
"opt-out" of receiving any future commercial e-mail communications from ICP and
(b) shall also be subject to AOL's then-standard restrictions on distribution of
bulk e-mail (e.g., related to the time and manner in which such e-mail can be
distributed through or into the AOL product or service in question).

(b) ICP shall ensure that its collection, use and disclosure of information
obtained from AOL Members under this Agreement ("Member Information") complies
with (i) all applicable laws and regulations and (ii) AOL's standard privacy
policies, available on the AOL Service at the keyword term "Privacy" (or, in the
case of the ICP Internet Site, ICP's standard privacy policies so long as such
policies are prominently published on the site and provide adequate notice,
disclosure and choice to users regarding ICP's collection, use and disclosure of
user information). ICP will not disclose Member Information collected hereunder
to any third party in a manner that identifies AOL Members as end users of an
AOL product or service or use Member Information collected under this Agreement
to market another Interactive Service.

EMAIL NEWSLETTERS. Any email newsletters sent to AOL Members by ICP or its
agents shall (i) be subject to AOL's policies on use of the email functionality,
including but not limited to AOL's policy on unsolicited bulk email, (ii) be
sent only to AOL Members requesting to receive such newsletters, (iii) not
contain Content which violates AOL's Terms of Service, and (iv) not contain any
advertisements, marketing or promotion for any other Interactive Service.

AOL MEMBER COMMUNICATIONS. To the extent ICP is otherwise permitted to send
communications to AOL Members (in accordance with the other requirements
contained herein): in any such communications to AOL Members on or off the ICP
Internet Site (including, without limitation, e-mail solicitations), ICP will
limit the subject matter of such communications to those categories of products,
services and/or content that are specifically contemplated by this Agreement and
will not encourage AOL Members to take any action inconsistent with the scope
and purpose of this Agreement, including without limitation, the following
actions: (i) using an Interactive Site other than the ICP Internet Site for the
purchase of Products, (ii) using Content other than the Licensed Content; (iii)
bookmarking of Interactive Sites; or (iv) changing the default home page on the
AOL browser. Additionally, with respect to such AOL Member communications, in
the event that ICP encourages an AOL Member to purchase products through such
communications, ICP shall ensure that (a) the AOL Network is expressly promoted
as the primary means through which the AOL Member can access the ICP Internet
Site (including without limitation by stating the applicable Keyword Search Term
and including direct links to specific offers within the ICP Internet Site) and
(b) any link to the ICP Internet Site will link to a page which indicates to the
AOL Member that such user is in a site which is affiliated with the AOL Network.

VI.  TREATMENT OF CLAIMS

LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
ARISING FROM BREACH OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE AOL
NETWORK OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO,
LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY,
"DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY SHALL REMAIN LIABLE TO THE OTHER
PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE
SUBJECT TO INDEMNIFICATION BELOW. EXCEPT AS PROVIDED BELOW IN THE "INDEMNITY"
SECTION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR MORE THAN THE
AGGREGATE AMOUNTS PAYABLE HEREUNDER IN THE YEAR IN WHICH THE EVENT GIVING RISE
TO SUCH LIABILITY OCCURRED; PROVIDED THAT EACH PARTY SHALL REMAIN LIABLE FOR THE
AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY UNDER THE
PROVISIONS OF THIS AGREEMENT.

NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AOL NETWORK, OR
ANY AOL PUBLISHING TOOLS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF
DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, AOL SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY
OF AOL NETWORK OR THE ICP INTERNET SITE.

INDEMNITY. Each Party will defend, indemnify, save and hold harmless the other
Party and the officers, directors, agents, affiliates, distributors, franchisees
and employees of the other Party from any and all third party claims, demands,
liabilities, costs or expenses, including reasonable attorneys' fees
("Liabilities"), resulting from the indemnifying Party's material breach of any
duty, representation, or warranty of this Agreement. In addition, ICP will
defend, indemnify, save and hold harmless AOL and AOL's officers, directors,
agents, affiliates, distributors, franchisees and employees from any and all
Liabilities arising out of or in any way related to the Licensed Content.

If a Party entitled to indemnification hereunder (the "Indemnified Party")
becomes aware of any matter it believes is indemnifiable hereunder involving any
claim, action, suit, investigation, arbitration or other proceeding against the
Indemnified Party by any third party (each an "Action"), the Indemnified Party
shall give the other Party (the "Indemnifying Party") prompt written notice of
such Action. Such notice shall (i) provide the basis on which indemnification is
being asserted and (ii) be accompanied by copies of all relevant pleadings,
demands, and other papers related to the Action and in the possession of the
Indemnified Party. The Indemnifying Party shall have a period of ten (10) days
after delivery of such notice to respond. If the Indemnifying Party elects to
defend the Action or does not respond within the requisite ten (10) day period,
the Indemnifying Party shall be obligated to defend the Action, at its own
expense, and by counsel reasonably satisfactory to the Indemnified Party. The
Indemnified Party shall cooperate, at the expense of the Indemnifying Party,
with the Indemnifying Party and its counsel in the defense and the Indemnified
Party shall have the right to participate fully, at its own expense, in the
defense of such Action. If the Indemnifying Party responds within the required
ten (10) day period and elects not to defend such Action, the Indemnified Party
shall be free, without prejudice to any of the Indemnified Party's rights
hereunder, to compromise or defend (and control the defense of) such Action. In
such case, the Indemnifying Party shall cooperate, at its own expense, with the
Indemnified Party and its counsel in the defense against such Action and the
Indemnifying Party shall have the right to participate fully, at its own
expense, in the defense of such Action. Any compromise or settlement of an
Action shall require the prior written consent of both Parties hereunder, such
consent not to be unreasonably withheld or delayed.

ACKNOWLEDGMENT. AOL AND ICP EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS
AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN
THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS
CONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES
AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE
CIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION VI SHALL
BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER


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ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

VII.  ARBITRATION

(a) The Parties shall act in good faith and use commercially reasonable efforts
to promptly resolve any claim, dispute, claim, controversy or disagreement (each
a "Dispute") between the Parties or any of their respective subsidiaries,
affiliates, successors and assigns under or related to this Agreement or any
document executed pursuant to this Agreement or any of the transactions
contemplated hereby. If the Parties cannot resolve the Dispute within such
timeframe, the Dispute shall be submitted to the Management Committee for
resolution. For ten (10) days after the Dispute was submitted to the Management
Committee, the Management Committee shall have the exclusive right to resolve
such Dispute; provided further that the Management Committee shall have the
final and exclusive right to resolve Disputes arising from any provision of this
Agreement which expressly or implicitly provides for the Parties to reach mutual
agreement as to certain terms. If the Management Committee is unable to amicably
resolve the Dispute during the ten (10) day period, then the Management
Committee will consider in good faith the possibility of retaining a third party
mediator to facilitate resolution of the Dispute. In the event the Management
Committee elects not to retain a mediator, the Dispute will be subject to the
resolution mechanisms described below. "Management Committee" shall mean a
committee made up of a senior executive from each of the Parties for the purpose
of resolving Disputes under this Section and generally overseeing the
relationship between the Parties contemplated by this Agreement. Neither Party
shall seek, nor shall be entitled to seek, binding outside resolution of the
Dispute unless and until the Parties have been unable to amicably resolve the
dispute as set forth in this paragraph (a) and then, only in compliance with the
procedures set forth in this Section.

(b) Except for Disputes relating to issues of (i) proprietary rights, including
but not limited to intellectual property and confidentiality, and (ii) any
provision of this Agreement which expressly or implicitly provides for the
Parties to reach mutual agreement as to certain terms (which shall be resolved
by the Parties solely and exclusively through amicable resolution as set forth
in paragraph (a), any Dispute not resolved by amicable resolution as set forth
in paragraph (a) shall be governed exclusively and finally by arbitration. Such
arbitration shall be conducted by the American Arbitration Association ("AAA")
in Washington, D.C. and shall be initiated and conducted in accordance with the
Commercial Arbitration Rules ("Commercial Rules") of the AAA, including the AAA
Supplementary Procedures for Large Complex Commercial Disputes ("Complex
Procedures"), as such rules shall be in effect on the date of delivery of a
demand for arbitration ("Demand"), except to the extent that such rules are
inconsistent with the provisions set forth herein. Notwithstanding the
foregoing, the Parties may agree in good faith that the Complex Procedures shall
not apply in order to promote the efficient arbitration of Disputes where the
nature of the Dispute, including without limitation the amount in controversy,
does not justify the application of such procedures.

(c) The arbitration panel shall consist of three arbitrators. Each Party shall
name an arbitrator within ten (10) days after the delivery of the Demand. The
two arbitrators named by the Parties may have prior relationships with the
naming Party, which in a judicial setting would be considered a conflict of
interest. The third arbitrator, selected by the first two, shall be a neutral
participant, with no prior working relationship with either Party. If the two
arbitrators are unable to select a third arbitrator within ten (10) days, a
third neutral arbitrator will be appointed by the AAA from the panel of
commercial arbitrators of any of the AAA Large and Complex Resolution Programs.
If a vacancy in the arbitration panel occurs after the hearings have commenced,
the remaining arbitrator or arbitrators may not continue with the hearing and
determination of the controversy, unless the Parties agree otherwise.

(d) The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, and not state law, shall
govern the arbitrability of all Disputes. The arbitrators shall allow such
discovery as is appropriate to the purposes of arbitration in accomplishing a
fair, speedy and cost-effective resolution of the Disputes. The arbitrators
shall reference the Federal Rules of Civil Procedure then in effect in setting
the scope and timing of discovery. The Federal Rules of Evidence shall apply in
toto. The arbitrators may enter a default decision against any Party who fails
to participate in the arbitration proceedings.

(e) The arbitrators shall have the authority to award compensatory damages only.
Any award by the arbitrators shall be accompanied by a written opinion setting
forth the findings of fact and conclusions of law relied upon in reaching the
decision. The award rendered by the arbitrators shall be final, binding and
non-appealable, and judgment upon such award may be entered by any court of
competent jurisdiction. The Parties agree that the existence, conduct and
content of any arbitration shall be kept confidential and no Party shall
disclose to any person any information about such arbitration, except as may be
required by law or by any governmental authority or for financial reporting
purposes in each Party's financial statements.

(f) Each Party shall pay the fees of its own attorneys, expenses of witnesses
and all other expenses and costs in connection with the presentation of such
Party's case (collectively, "Attorneys' Fees"). The remaining costs of the
arbitration, including without limitation, fees of the arbitrators, costs of
records or transcripts and administrative fees (collectively, "Arbitration
Costs") shall be born equally by the parties. Notwithstanding the foregoing, the
arbitrators may modify the allocation of Arbitration Costs and award Attorneys'
Fees in those cases where fairness dictates a different allocation of
Arbitration Costs between the Parties and an award of Attorneys' Fees to the
prevailing Party as determined by the arbitrators.

(g) Any Dispute that is not subject to final resolution by the Management
Committee or to arbitration under this Section or law (collectively,
"Non-Arbitration Claims") shall be brought in a court of competent jurisdiction
in the Commonwealth of Virginia. Each Party irrevocably consents to the
exclusive jurisdiction of the courts of the Commonwealth of Virginia and the
federal courts situated in the Commonwealth of Virginia, over any and all
Non-Arbitration Claims and any and all actions to enforce such claims or to
recover damages or other relief in connection with such claims or to enforce a
judgment rendered in an arbitration proceeding.


VIII.  MISCELLANEOUS

AUDITING RIGHTS. Each Party shall maintain complete, clear and accurate records
of all expenses, revenues, fees, transactions and related documentation
(including agreements) in connection with the performance of this Agreement
("Records"). All such Records shall be maintained for a minimum of five (5)
years following termination of this Agreement. For the sole purpose of ensuring
compliance with this Agreement, AOL shall have the right, at its expense, to
conduct a reasonable and necessary copying and inspection of portions of the
Records of ICP that are directly related to amounts payable to AOL pursuant to
this Agreement, which right may, at AOL's option, be exercised by directing an
independent certified public accounting firm to conduct such inspection. For the
sole purpose of ensuring compliance with this Agreement, ICP shall have the
right, at its expense, to direct an independent certified public accounting firm
subject to strict confidentiality restrictions to conduct a reasonable and
necessary copying and inspection of portions of the Records of AOL that are
directly related to amounts payable to ICP pursuant to this Agreement. Any such
audit may be conducted after twenty (20) business days prior written notice,
subject to the following. Such audits shall not be made more frequently than
once every twelve months. No such audit of AOL shall occur during the period
beginning on June 1 and ending October 1. In lieu of providing access to its
Records as described above, AOL shall be entitled to provide ICP with a report
from an independent certified public accounting firm confirming the information
to be derived from such Records.

EXCUSE. Neither Party shall be liable for, or be considered in breach of or
default under this Agreement on account of, any delay or failure to perform as
required by this Agreement as a result of any causes or conditions which are
beyond such Party's reasonable control and which such Party is unable to
overcome by the exercise of reasonable diligence.

INDEPENDENT CONTRACTORS. The Parties to this Agreement are independent
contractors. Neither Party is an agent, representative or partner of the other
Party. Neither Party shall have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other Party. This Agreement shall not be interpreted or
construed to create an association, agency, joint venture or partnership between
the Parties or to impose any liability attributable to such a relationship upon
either Party.

NOTICE. Any notice, approval, request, authorization, direction or other
communication under this Agreement will be given in writing and will be deemed
to have been delivered and given for all purposes (i) on the delivery date if
delivered by electronic mail on the AOL Network (to screenname "AOLNotice" in
the case of AOL) or by confirmed facsimile; (ii) on the delivery date if
delivered personally to the Party to whom the same is directed; (iii) one
business day after deposit with a commercial overnight carrier, with written
verification of receipt; or (iv) five business days after the mailing date,
whether or not actually received, if sent by U.S. mail, return receipt
requested, postage and charges prepaid, or any other means of rapid mail
delivery for which a receipt is available. In the case of AOL, such notice will
be provided to both the Senior Vice President for Business Affairs (fax no.
703-265-1206) and the Deputy General Counsel (fax no. 703-265-1105), each at the
address of AOL set forth in the first paragraph of this Agreement. In the case
of ICP, except as otherwise specified herein, the notice address shall be the
address for ICP set forth in the first paragraph of this Agreement, with the
other relevant notice information, including the recipient for


                                       29
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<PAGE>   30

notice and, as applicable, such recipient's fax number or AOL e-mail address, to
be as reasonably identified by AOL.

NO WAIVER. The failure of either Party to insist upon or enforce strict
performance by the other Party of any provision of this Agreement or to exercise
any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such Party's right to assert or rely upon any
such provision or right in that or any other instance; rather, the same shall be
and remain in full force and effect.

RETURN OF INFORMATION. Upon the expiration or termination of this Agreement,
each Party shall, upon the written request of the other Party, return or destroy
(at the option of the Party receiving the request) all confidential information,
documents, manuals and other materials specified by the other Party.

SURVIVAL. Sections IV, V, VI, VII and VIII of this Exhibit C, shall survive the
completion, expiration, termination or cancellation of this Agreement. In
addition, all payment terms of this Agreement and any provision which, by its
nature, must survive the completion, expiration, termination or cancellation of
this Agreement, shall survive the completion, expiration, termination or
cancellation of this Agreement.

ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and supersedes
any and all prior agreements of the Parties with respect to the transactions set
forth herein. Neither Party shall be bound by, and each Party specifically
objects to, any term, condition or other provision which is different from or in
addition to the provisions of this Agreement (whether or not it would materially
alter this Agreement) and which is proffered by the other Party in any
correspondence or other document, unless the Party to be bound thereby
specifically agrees to such provision in writing.

AMENDMENT. No change, amendment or modification of any provision of this
Agreement shall be valid unless set forth in a written instrument signed by the
Party subject to enforcement of such amendment.

FURTHER ASSURANCES. Each Party shall take such action (including, but not
limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by the other Party for the implementation or continuing
performance of this Agreement.

ASSIGNMENT. ICP shall not assign this Agreement or any right, interest or
benefit under this Agreement without the prior written consent of AOL.
Assumption of this Agreement by any successor to ICP (including, without
limitation, by way of merger or consolidation) shall be subject to AOL's prior
written approval. In the event of (i) any Change of Control of ICP resulting in
control of ICP by an Interactive Service or (ii) any Change of Control of AOL,
AOL shall have the right to terminate this Agreement upon written notice to ICP.
Subject to the foregoing, this Agreement shall be fully binding upon, inure to
the benefit of and be enforceable by the Parties hereto and their respective
successors and assigns.

SUBCONTRACTORS. To the extent ICP utilizes consultants or subcontractors to
perform a material portion of its obligations under this Agreement, such
consultants and/or subcontractors shall be subject to AOL's prior written
approval and ICP shall provide AOL with direct contact information for the
employees of such consultants and/or subcontractors who are responsible for
performing such obligations, which employees shall be available during business
hours for consultation with AOL.

CONSTRUCTION; SEVERABILITY. In the event that any provision of this Agreement
conflicts with the law under which this Agreement is to be construed or if any
such provision is held invalid by a court with jurisdiction over the Parties to
this Agreement, (i) such provision shall be deemed to be restated to reflect as
nearly as possible the original intentions of the Parties in accordance with
applicable law, and (ii) the remaining terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect.

REMEDIES. Except where otherwise specified, the rights and remedies granted to a
Party under this Agreement are cumulative and in addition to, and not in lieu
of, any other rights or remedies which the Party may possess at law or in
equity.

APPLICABLE LAW; JURISDICTION. This Agreement shall be interpreted, construed and
enforced in all respects in accordance with the laws of the Commonwealth of
Virginia except for its conflicts of laws principles.

EXPORT CONTROLS. Both parties shall adhere to all applicable laws, regulations
and rules relating to the export of technical data and shall not export or
re-export any technical data, any products received from the other Party or the
direct product of such technical data to any proscribed country listed in such
applicable laws, regulations and rules unless properly authorized.

HEADINGS. The captions and headings used in this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this
Agreement.

COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same document.


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                                    EXHIBIT D

                  CERTIFICATION OF COMPLIANCE WITH COMMITMENTS
                              REGARDING PROMOTIONS

Pursuant to Section 3.2 of the Anchor Tenant Agreement between ______________
("ICP") and America Online, Inc. ("AOL"), dated as of _________________, 1999
(the "Agreement"), the following report is delivered to AOL for the period
beginning _____________ and ending __________ (the "Period"):

I.       PROMOTIONAL COMMITMENTS

ICP hereby certifies to AOL that ICP completed the following promotional
commitments during the Period:



        TYPE OF PROMOTION       DATE(S) OF          DURATION/CIRCULATION OF PROMOTION  RELEVANT CONTRACT
                                PROMOTION                                              SECTION
_______ _______________________ ___________________ __________________________________ ______________________
                                                                           
1.
_______ _______________________ ___________________ __________________________________ ______________________
2.
_______ _______________________ ___________________ __________________________________ ______________________
3.
_______ _______________________ ___________________ __________________________________ ______________________





IN WITNESS WHEREOF, this Certificate has been executed this ___ day of
___________, 199_.

______________________________________

By: __________________________________

Print Name:  _________________________

Title: _______________________________

Date: ________________________________


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                                    EXHIBIT E

                                   PROMOTIONS



INTERACTIVE SITE. Within each ICP Interactive Site, ICP shall include the
following (collectively, the "AOL Promos"): a prominent "Try AOL" feature (at
least 90 x 30 pixels or 70 x 70 pixels in size) appearing prominently on the
first screen of the ICP Interactive Site through which users can obtain
promotional information about AOL products or services designated by AOL and, at
AOL's option, download or order the then-current version of client software for
such AOL products or services. AOL will provide the creative content to be used
in the AOL Promos. ICP shall post (or update, as the case may be) the creative
content supplied by AOL within the spaces for the AOL Promos within five days of
its receipt of such content from AOL. Without limiting any other reporting
obligations of the Parties contained herein, ICP shall provide AOL with monthly
written reports specifying the number of impressions to the pages containing the
AOL Promos during the prior month. In the event that AOL elects to serve the AOL
Promos to the ICP Interactive Site from an ad server controlled by AOL or its
agent, ICP shall take all reasonable operational steps necessary to facilitate
such ad serving arrangement, including, without limitation, inserting HTML code
designated by AOL on the pages of the ICP Interactive Site on which the AOL
Promos will appear. In addition, within each ICP Interactive Site, ICP shall
provide prominent promotion for the keywords associated with the Online Area and
the ICP Internet Site and links from the ICP Interactive Site to the relevant
topic areas on AOL's AOL.com site, and to the extent ICP offers or promotes any
products or services similar to AOL's Instant Messenger or Internet search
products, ICP shall provide equal or greater promotions for such AOL products.

OTHER MEDIA. In ICP's television, radio, print and "out of home" (e.g., buses
and billboards, point of purchase and other "place-based" promotions)
advertisements and in any publications, programs, features or other forms of
media over which ICP exercises at least partial editorial control, ICP will
include specific references or mentions (orally where possible) of the
availability of the ICP Internet Site through the America Online(R) brand
service. In any event, such references or mentions shall be at least as
prominent as any references that ICP makes to any ICP Interactive Site (by way
of site name, related company name, URL or otherwise). Without limiting the
generality of the foregoing, ICP's listing of the "URL" for any ICP Interactive
Site will be accompanied by an equally prominent listing of the "keyword" term
on AOL for the Online Area and ICP Internet Site and the AOL keyword "Weddings",
which listings shall conform to the keyword guidelines attached hereto as
Exhibit J. All such references or mentions of AOL, and the use of AOL's
trademarks, trade names and service marks in connection therewith, shall be in
accordance with Section II of Exhibit C.


PREFERRED ACCESS PROVIDER. In ICP's promotion of AOL, AOL shall be generally
positioned as the preferred access provider through which a user can access the
ICP Internet Site (and ICP shall not implement or authorize any other promotions
on behalf of any third parties which are inconsistent with the foregoing). AOL
shall be the only Interactive Service promoted or advertised by ICP in any
offline medium. In addition, ICP shall promote AOL Hometown as prominently as it
promotes its own homesteading product, including, without limitation, by
including a link from the Online Area to the main page of the Weddings
department in AOL Hometown and links from the ICP Internet Site to mutually
agreed upon areas within AOL Hometown.



DCI PROMOTIONS. Provided AOL is providing the carriage on the "Wedding Guide"
area of the Digital City Content area of the AOL Service as described on subpart
(c) of section A of Exhibit A-1, ICP shall provide AOL with permanent placement
in the pull-down menu of the Online Area to promote AOL's Digital City service
and rotational placements within the ICP Internet Site (collectively, the "DCI
Promotions").


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                                    EXHIBIT F

                               OPERATING STANDARDS


1.   ICP Internet Site Infrastructure. ICP will be responsible for all
     communications, hosting and connectivity costs and expenses associated with
     the ICP Internet Site. ICP will provide all hardware, software,
     telecommunications lines and other infrastructure necessary to meet traffic
     demands on the ICP Internet Site from the AOL Network. ICP will design and
     implement the network between the AOL Service and ICP Internet Site such
     that (i) no single component failure will have a materially adverse impact
     on AOL Members seeking to reach the ICP Internet Site from the AOL Network
     and (ii) no single line under ICP's reasonable control will run at more
     than 70% average utilization for a 5-minute peak in a daily period. In this
     regard, ICP will provide AOL, upon request, with a detailed network diagram
     regarding the architecture and network infrastructure supporting the ICP
     Internet Site. In the event that ICP elects to create a custom version of
     the ICP Internet Site in order to comply with the terms of this Agreement,
     ICP will bear responsibility for all aspects of the implementation,
     management and cost of such customized site.

2.   Optimization; Speed. ICP will use commercially reasonable efforts to ensure
     that: (a) the functionality and features within the ICP Internet Site are
     optimized for the client software then in use by AOL Members; and (b) the
     ICP Internet Site is designed and populated in a manner that minimizes
     delays when AOL Members attempt to access such site. At a minimum, ICP will
     ensure that the ICP Internet Site's data transfers initiate within fewer
     than fifteen (15) seconds on average. Prior to commercial launch of any
     material promotions described herein, ICP will permit AOL to conduct
     performance and load testing of the ICP Internet Site (in person or through
     remote communications), with such commercial launch not to commence until
     such time as AOL is reasonably satisfied with the results of any such
     testing.

3.  Technical Problems. ICP agrees to use commercially reasonable efforts to
    address material technical problems (over which ICP exercises control)
    affecting use by AOL Members of the ICP Internet Site (an "ICP Technical
    Problem") promptly following notice thereof. In the event that ICP is unable
    to promptly resolve an ICP Technical Problem following notice thereof from
    AOL (including, without limitation, infrastructure deficiencies producing
    user delays), AOL will have the right to regulate the promotions it provides
    to ICP hereunder until such time as ICP corrects the ICP Technical Problem
    at issue.

4.  Monitoring. ICP will ensure that the performance and availability of the ICP
    Internet Site is monitored on a continuous (24 X 7) basis. ICP will provide
    AOL with contact information (including e-mail, phone, pager and fax
    information, as applicable, for both during and after business hours) for
    ICP's principal business and technical representatives, for use in cases
    when issues or problems arise with respect to the ICP Internet Site.

5.  Security. ICP will utilize Internet standard encryption technologies (e.g.,
    Secure Socket Layer - SSL) to provide a secure environment for conducting
    transactions and/or transferring private member information (e.g. credit
    card numbers, banking/financial information, and member address information)
    to and from the ICP Internet Site. ICP will facilitate periodic reviews of
    the ICP Internet Site by AOL in order to evaluate the security risks of such
    site. ICP will promptly remedy any security risks or breaches of security as
    may be identified by AOL's Operations Security team.

6.  Technical Performance.

    i.  ICP will design the ICP Internet Site to support the AOL-Client embedded
        versions of the Microsoft Internet Explorer 3.XX and 4.XX browsers
        (Windows and Macintosh), the Netscape Browser 4.XX and make commercially
        reasonable efforts to support all other AOL browsers listed at:
        "http://webmaster.info.aol.com."

    ii. To the extent ICP creates customized pages on the ICP Internet Site for
        AOL Members, ICP develop and employ a methodology to detect AOL Members
        (e.g., examine the HTTP User-Agent field in order to identify the "AOL
        Member-Agents" listed at: http://webmaster. info.aol.com" and referenced
        under the heading "Browser Detection."

    iii.ICP will periodically review the technical information made available
        by AOL at http://webmaster.info.aol.com.

    iv. ICP will design its site to support HTTP 1.0 or later protocol as
        defined in RFC 1945 and to adhere to AOL's parameters for refreshing or
        preventing the caching of information in AOL's proxy system as outlined
        in the document provided at the following URL:
        http://webmaster.info.aol.com. ICP is responsible for the manipulation
        of these parameters in web based objects so as allow them to be cached
        or not cached as outlined in RFC 1945.

    v.  Prior to releasing material, new functionality or features through the
        ICP Internet Site ("New Functionality"), ICP will use commercially
        reasonable efforts to either (i) test the New Functionality to confirm
        its compatibility with AOL Service client software and (ii) provide AOL
        with written notice of the New Functionality so that AOL can perform
        tests of the New Functionality to confirm its compatibility with the AOL
        Service client software. Should any new material, new functionality or
        features through the ICP Internet Site be released without notification
        to AOL, AOL will not be responsible for any adverse member

        experience until such time that compatibility tests can be performed and
        the new material, functionality
        or features qualified for the AOL Service.

7.  AOL Internet Services Partner Support. AOL will provide ICP with access to
    the standard online resources, standards and guidelines documentation,
    technical phone support, monitoring and after-hours assistance that AOL
    makes generally available to similarly situated web-based partners. AOL
    support will not, in any case, be involved with content creation on behalf
    of ICP or support for any technologies, databases, software or other
    applications which are not supported by AOL or are related to any ICP area
    other than the ICP Internet Site. Support to be provided by AOL is
    contingent on ICP providing to AOL demo account information (where
    applicable), a detailed description of the ICP Internet Site's software,
    hardware and network architecture and access to the ICP Internet Site for
    purposes of such performance and the coordination load testing as AOL elects
    to conduct.

8.  ICP Programming. The terms and conditions of this Exhibit applicable to the
    ICP Internet Site shall apply equally to any ICP Programming that is (a)
    programmed in HTML or (b) web-based.


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                                    EXHIBIT G

                               ADDITIONAL KEYWORDS



        888WEDKNOT
        BIGDAY-BEAUTY
        BRIDEZILLA
        DIAMONDGUY
        GREATESCAPE
        HONEYMOONMAGAZINE
        KNOT
        KNOTMARCY
        KNOTREG
        KNOTREGISTRY
        MYKNOT
        OURKNOT
        THEKNOT
        THEKNOTGOWNGUIDE
        THEKNOTGOWNSEARCH
        THEKNOTREGISTRY
        THEKNOTTRAVELAUCTION
        TIE THE KNOT
        WEDDINGPHOTOGRAPHERS




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                                    EXHIBIT H

                                 ICP COMPETITORS






















                                     [****]










---------------
         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

                                       35
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                                    EXHIBIT I

                                    PRODUCTS













                                     [****]










---------------
         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.





CONFIDENTIAL                           36
<PAGE>   37
















                                     [****]










---------------
         [****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.





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                                    EXHIBIT J

                               KEYWORD GUIDELINES



PRINT/GRAPHIC

-       Preferred listing: (AOL Logo appears) America Online Keyword: Knot
                           America Online Keyword: Knot

-       If necessary, due to space constraints, listing may (pending approval)
        appear as follows:

AOL KEYWORD: KNOT

-       Every effort should be made to have 'America Online' spelled out

-       Capitalization - listing should appear in initial caps only

        Note:   When America Online is abbreviated to AOL - AOL must appear in
                all caps.

                K       of Keyword must always be capitalized

-        Font, Font style and Size must all be consistent

-       Listing size must be of equal prominence to that of any/all other URLs
        featured

BROADCAST/RADIO

-       America Online Keyword must announced entirely (even if an accompanying
        graphic is set with AOL versus America Online)

        Example voiceover would read:

        "For more information, please visit America Online Keyword: Knot"



AOL must approve all other uses prior to usage.


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CONFIDENTIAL

Source: OneCLE Business Contracts.