IWON CONTENT AGREEMENT



This CONTENT AGREEMENT (THE "AGREEMENT") CONNECTIVCORP/SEXHEALTH.COM, whose

address is 29 West 57th Street, 9th Floor, New York, New York 10019 ("Company")

and iWon, Inc. ("iWon") whose address is One Bridge Street, Irvington, New York

10533 shall be effective as of November 27, 2000 (the "Effective Date").



In consideration of the mutual promises contained herein, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties agree as follows:



1. LICENSES AND OWNERSHIP.



      1.1 CONTENT LICENSE. Company hereby grants iWon, a royalty-free,

non-exclusive, non-transferable worldwide license to exhibit, display, archive,

transmit, e-mail, reproduce, reformat, modify, search and download all or any

part of the content listed on Exhibit A to this Agreement (the "Content") in

electronic form in connection with iWon-branded or co-branded media properties

(the "Properties") developed by iWon or any entity in which iWon owns at least

a twenty percent interest ("Affiliates") as such Properties may be distributed

through any medium or means now known or hereafter developed and to allow users

of the Properties to search, copy, transmit and download the Content. iWon shall

have the right to sublicense the rights set forth herein to any Affiliate for

inclusion in the Properties provided that the sublicensee comply with the terms

and conditions of this Agreement.



      1.2 LIMITATIONS. The rights granted in Paragraph 1.1 above shall be

limited as follows:



      (a) iWon shall include all reasonable credits, copyright notices,

trademarks, service marks, trade names and logos which are contained on the

Content provided to iWon (the "Marks") and iWon shall in no event omit, vary or

otherwise change any of the Marks including without limitation, the size, color

or style of the Marks.



      (b) iWon's right to modify and reformat the Content shall be limited to

modifying and reformatting the Content to (i) fit the iWon look and feel; (ii)

fit the format of the applicable Property; and (iii) to creating snippets or

teasers consisting of a selected line from any individual item of the Content

(the "Company Article").



      (c) iWon's right to send by e-mail (or similar technology) the Content

shall be limited to e-mailing Company Articles on behalf of users of the

Properties ("iWon Users") who have selected to have such Company Articles

e-mailed to a third party for personal non-commercial use and the inclusion of

Company Articles in e-mail communications sent by iWon to iWon Users.



      1.3 LICENSE TO USE COMPANY TRADEMARKS. Subject to reasonable trademark

guidelines (to the extent they are provided by Company to iWon from time to

time), Company hereby grants to iWon a royalty-free, non-exclusive,

non-transferable, worldwide license to use and display the Marks on the

Properties and on marketing and promotional materials relating to this

Agreement.



      1.4   OWNERSHIP.



            1.4.1 iWon hereby acknowledges and agrees that, as between Company

and iWon, Company is the sole owner of all right, title and interest in and to

(i) the Content, including all copyrights therein, and (ii) the Marks. iWon

agrees not to do anything to contest or impair the trademark rights of the

Company. All uses of the Marks shall inure to the benefit of Company. Upon any

expiration or termination of this Agreement, iWon shall delete and discontinue

use of the Marks.



            1.4.2 Company hereby acknowledges and agrees that, as between

Company and iWon, iWon is the sole owner of all right, title and interest in and

to all content on the Properties, including but not limited to iWon copyrights,

trademarks service marks, trade names and logos (excluding the Content and

Marks).



            1.4.3 iWon agrees to notify Company promptly of any unauthorized use

of the Marks of which it has actual knowledge. Company shall have the sole right

and discretion to bring proceedings alleging infringement of the Marks or unfair

competition related thereto; provided however, that iWon agrees to provide

Company with its reasonable cooperation and assistance, at Company's expense,

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