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Agreement for Consulting Services

CONFIDENTIAL
AGREEMENT FOR CONSULTING SERVICES

THIS AGREEMENT FOR CONSULTING SERVICES is made and entered into as of May 12, 2003 (the ?Effective Date?), by and between America Online, Inc., a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 (hereinafter referred to as ?AOL?), and LiveWorld, Inc., a Delaware corporation, with principal offices at 170 Knowles Drive, Suite 211, Los Gatos, California 95070, (hereinafter referred to as ?Consultant?) (each a ?Party? and collectively the ?Parties?).

AOL operates the America Online? brand service, an interactive computer communications, information and transactions service. Consultant is familiar with the America Online? brand service. AOL desires to engage the services of Consultant and Consultant desires to accept such engagement upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, AOL and Consultant hereby agree as follows:

1. Services and Scope of Work

1.1 Services. Consultant agrees to provide to AOL consulting services (?Consulting Services?) as they are described on Schedule 1 attached hereto as Exhibit A and on such schedules as are executed from time to time by both Parties to this Agreement (the ?Schedules?). Each Schedule shall be consecutively numbered and annexed hereto. Consulting Services shall be provided in accordance with the provisions of this Agreement and the applicable Schedule.

1.2 Scope of Work. Each Schedule shall contain a description of the tasks to be performed by Consultant, the deliverables and documentation, if any, to be produced by Consultant (collectively, ?Deliverables?), acceptance criteria for each Deliverable (for technical services or if otherwise applicable), a schedule of performance, a schedule of payments and a statement of Consultant?s then-current rates, if applicable.

1.3 Performance of Services. Unless otherwise specified by AOL, Consultant has the right to (i) control and direct the means, manner and method by which the Consulting Services are performed, and (ii) perform the Consulting Services at any place or location and at such time as Consultant may reasonably determine. Unless otherwise agreed to by the Parties in writing or on a


		PORTIONS DENOTED WITH [***] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

Execution Copy

Schedule, Consultant shall (i) observe the working hours, working rules and polices of AOL while working on AOL?s premises, and (ii) furnish all equipment and materials used to perform the Consulting Services, including but not limited to telephone lines, personal computers and modems.

1.4 Other Work. Consultant has the right to perform services for others during the term of this Agreement as long as such other engagement or performance does not interfere in any way with the timely performance of the Consulting Services to be performed hereunder.

1.5 Compliance with Applicable Law. Consultant shall ensure that Consultant complies with all applicable local, state and federal law and AOL?s then-current Terms of Service in performing the Consulting Services.

2. Consultant Personnel

2.1 Consultant Project Manager. Consultant will appoint for each Schedule a qualified member of its staff to act as project manager (the ?Consultant Project Manager?), whose duties shall be to act as liaison between AOL and Consultant.

2.2 Independent Contractor; No Agency. Consultant is an independent contractor. Consultant shall not be deemed for any purpose to be an employee of AOL. AOL shall not be responsible to Consultant or any governing body for any payroll-related taxes related to the performance of the services, including but not limited to, withholding or other taxes related to federal or state income tax, social security benefits or unemployment compensation. Consultant further represents and warrants that Consultant qualifies as an independent contractor under the provisions of the Internal Revenue Code and its common law rules and, as such, Consultant is filing all required forms and necessary payments appropriate to the Consultant?s tax status. 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 on behalf of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

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