CONTENT LICENSE AGREEMENT
AGREEMENT made as of the 3rd day of January, 1999, by and between CBS Corporation, a Pennsylvania
corporation with offices at 51 West 52nd Street, New York, New York 10019 ( "CBS"), and hollywood.com,
Inc., a California corporation with offices at 2255 Glades Road, Suite 237W, Boca Raton, Florida 33431
1.1 "Affiliate" of the Person concerned, means a Person that directly or indirectly (through one or more
intermediaries) controls, is controlled by or is under common control with such Person.
1.2 "Annual Ceiling" shall have the meaning set forth in section 2.3(c)(i) hereof.
1.3 "Arbitration Proceeding" means a proceeding conducted in accordance with the following rules:
(a) such proceeding is commenced by the party concerned, within five (5) days after notice to the other party of
its intent to elect arbitration (under paragraph 1.6 below), and requesting the New York office of the American
Arbitration Association to designate one arbitrator (who is a retired federal or state judge or a member of the
CPC Panel of Distinguished Neutrals of the CPR Institute for Dispute Resolution and who is not and has not
been an affiliate, employee, consultant, officer, director or stockholder of CBS or Big Entertainment, Inc.
("BEI")) to conduct the proceeding;
(b) within seven (7) days after the designation of the arbitrator, the arbitrator and the parties shall meet, at which
time each party shall be required to set forth in writing all disputed issues, together with its proposed resolution of
the matter, all in reasonable detail and containing such supporting materials it may choose to submit;
(c) the arbitrator shall set a date for a hearing, which shall be no later than ten (10) days after the submission of
written proposals pursuant to subparagraph 1.3(b) above, to discuss each of the issues identified by the parties.
Each party shall have the right to be represented by counsel. The arbitration shall be governed by the Commerci