First Amendment to
WebTV Networks, Inc. - TalkCity
Content and Services Agreement
This First Amendment (the "Amendment"), effective as of July 27, 2000, is between WebTV Networks, Inc.,
with a principal place of business at 1065 La Avenida, Mountain View, California 94043 ("WNI"), and Talk
City, Inc., with an office at 1919 S. Bascom Avenue, Campbell, California 95008 ("Talk City" or "TC").
A. Talk City and WNI entered into that certain Content and Services Agreement effective as of July 19, 1998
B. Talk City and WNI desire to extend and modify the Agreement as set forth herein.
Now, therefore, in consideration of the mutual promises set forth herein, the parties hereto hereby agree as
1. Paragraph (j) of Exhibit A is hereby deleted and replaced in its entirely as follows:
j. "WebTV Network Service(s)" means one or more on-line and/or off-line services through which subscribers
can obtain personal television services and/or access to the Internet through a television viewing device, which
services are owned, controlled, managed or operated by WNI or its licensees, whether or not under a WebTV
brand, including, without limitation, all localized, international and/or beta testing versions, demonstration versions,
and successors of the foregoing. The WebTV Network Service does not include the destinations on the World
Wide Web or the Internet that are accessed or accessible from the above-described service.
2. The last sentence of Section 9 of the Agreement is hereby deleted, provided WNI shall not be relieved of its
obligations pursuant to Section 9. Notwithstanding the terms of the Non-Disclosure Agreement previously
entered into between the parties on August 31, 1996, the obligations of confidentiality and other obligations in
such agreement shall continue to apply to information disclosed by either party in connection with this Agreement
until three (3) years following the expiration or termination of this Agreement