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                 Customer Name Services Level Agreement
                             August 2004

The Customer Name (XXX) and <channel>, Inc. agree to the following terms and
conditions in implementing the <channel> Suite of products as described below:

     1. Web-Based Ad Taking
Credit card paying and account advertisers will place print and online ads from the
newspaper‟s web site using <channel>‟s proprietary e-commerce engine. In providing the
<channel> Service, <channel> shall observe and comply with <channel>‟s security
policy (see attached). <channel> acknowledges that it is currently obtaining certification
that it is compliant with the standards of SAS-70 and agrees that it will review and update
its SAS-70 status no less frequently than annually and that it will perform at least one
such review and update in the second half of each calendar year. <channel> agrees
throughout the term of this agreement to provide Customer Name with periodic updates
regarding the status of <channel>‟s SAS-70 compliance and will also make available all
public information regarding <channel> compliance with The Sarbanes-Oxley act of

The Web-Based Ad Sales application will reside on a hosted server at the <channel>
hosting center and include new user interface features such as “Upsells”,
“ActivClassifieds Searchable Local Directories”, “Buy It Now” and “Best Offer”.
Upsells support adding borders, attention getters and other revenue generating options to
an ad. ActivClassifieds allow publishers to output specialized directories in EPS or PDF
format from front-end systems and have those products become fully searchable on the
web. Buy It Now and Best Offer capabilities include CityXpress features allow
publishers to further e-commerce enable ads by including auction-like purchase and
fulfillment capabilities to the user experience.

    2.   Classified Upsell – Standard: Product Summary
Upsells allow the advertising customer to modify a self-service Web-based ad with
features like borders, bolding, shading, attention getters, and online photos. Upsell offers
the newspaper the ability to recognize incremental revenue for many ads placed on the
website. The standard <channel> Upsell package (see below) allows the publisher to
offer customers a rich mix of graphic enhancements to a web created print ad. The
Upsell feature set is database driven so it can be easily updated, and the standard package
is very easy to implement. Early results (summary available from <channel> sales) from
an active Upsell newspaper publisher suggest a strong uptake rate by advertising
consumers for these features.

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Upsells included in our core product come as a package. The one-time implementation
fee of $3,500 covers:

       Upsell - Standard Package
      Description      Set-Up Fee                            Comments
      Line Border      Included                              Single line border
      Shading          Included
      Bold             Included                              Keyword, Headline,Text,
                                                             Header, Footer
      Attention            Included                          Category specific up to
      Getters                                                25
      Photo                Included                          Online only; 1-5 photo‟s

Additional Upsell opportunities are available to publishers, however they require
<channel> Professional Services quotations for implementation. These quotes are
available upon request and are based on a combination of development hours and project
management hours priced at $150/hour. The quotation builds on the basic $3,500 base
price. <channel> is pleased to quote on a „Not to Exceed‟ basis provided the client and
<channel> jointly produce and agree on a specification.

       Upsells – Additional Options
      Description       Set-Up Fee                       Comments
      Graphic Border    Fee quoted upon                  Multiple line and graphic
                        request                          borders
      Print Photo       Fee quoted upon
      Publications      Fee quoted upon                  Upsell into additional
                        request                          publications (weeklies, tabs,
                                                         specialty products)
      Other platforms          Fee quoted upon           Kiosk, PDA, Jabber
                               request                   (streaming XML technology
                                                         mainly used for instant

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    3. Credit Card Related Fees
<channel> charges only its costs for credit card processing. Credit card fees consist of
merchant bank and transaction related fees. <channel>‟s current discount fees for various
providers are: Master Card 1.9%; Visa 1.8% Discover 2.28% and American Express
3.0%. Transaction fees run approximately $0.15. Occasionally credit card processors may
assess other fees. Publishers may request a complete breakdown of all credit card related
fees. XXX may opt to remove the <channel> credit card features and substitute XXX or
other services at any time with 60-day notice at no charge.

    4. Miscellaneous Issues
From time to time <channel> may add additional services to its offering (e.g., photo ads,
display ads, gallery ads, etc.). Publisher may elect at its discretion to offer these new
services to its advertisers. <channel> will supply publisher with the prices for these new
services as they become available. Additional features will be added to this contract by
amendment, leaving basic terms and conditions intact.

    5. Description of Service Levels for <channel> web based Services (2004)
        and <channel> Service Level Performance Standards

Under the terms of an Agreement (hereinafter referred to as the Agreement) between
<channel> and Customer Name (hereinafter referred to as XXX), <channel> functions as
an Application Service Provider (ASP) to XXX, providing certain technology based
Services. These Services are hosted by <channel> and supplied via the Internet. XXX
utilizes these Services by either linking from XXX web pages to <channel> web pages,
or, by making Internet based data connections from XXX web pages to the <channel>
Internet based Application Program Interface (PXAPI). The XXX web pages are used to
service XXX customers. The following Service Levels and Performance Standards apply
to the Services provided to XXX by <channel>:

        A. Availability of <channel> Services. The <channel> Service shall be available
           to XXX a minimum of 99.7% of the time on an average monthly basis during
           the term of the Agreement. This standard shall not apply to periods of
           scheduled maintenance times and outages caused by Force Majeure Event
           conditions or events due to causes beyond the reasonable control of
           <channel>, including, but not limited to, acts of God, acts of government,
           flood, fire, earthquake, civil unrest, acts of terror, strike or labor problems,
           computer, telecommunications failures, internet outages, delays or network
           intrusions, or denial of service attacks. <channel> will provide XXX, upon
           reasonable request, a written (or e-mail) report, describing the service
           availability for each Service it supplies to XXX.
        B. Protection of Advertiser Content and XXX Content. <channel> shall use
           commercially reasonable efforts (not less than those measures used to protect

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             its own data, including using appropriate techniques that include data backup
             and a redundant server architecture, where appropriate) to protect any
             Advertiser Content, or XXX Content provided by XXX to <channel>
             hereunder. Content means any information input into the <channel> Service
             by XXX or XXX customers.
        C.   Scheduled Maintenance Time. <channel> may schedule and perform routine
             maintenance on the <channel> Service between 10 pm and 6 am eastern time
             Monday through Sunday. Routine maintenance shall be scheduled for no
             longer than 2 hours. <channel> will inform XXX at least 3 days in advance of
             any scheduled maintenance that is expected to be longer than 2 hours.
        D.   Site Capacity. <channel> will maintain sufficient Internet access capacity,
             network capacity, and server capacity, such that during the weekly prime
             usage period, utilization of each type of capacity is below 90% of maximum
             rated or observed capacity. The prime usage period means a three-hour
             contiguous block of time that occurs one day per week when traffic is at its
        E.   Service Response Time. <channel> servers measure response times in each
             functional class listed here. Response time measurement begins at the time
             the <channel> site receives a user request and ends when the matching
             response leaves the <channel> site.
                           i.      Searches: There shall be a maximum 5 second response
                                   time for 95% of all searches (excluding reports) on the
                                   <channel> Service.
                           ii.     Page Rendering: There shall be a maximum of 5 seconds
                                   to complete rendering of a page for 95% of all visitor
                                   requests to the <channel> Service (except as affected by
                                   search times as described above).
        F.   Load Balancing. <channel> utilizes web server load-balancing hardware
             connected to multiple web servers that service all of <channel>‟s online
             services including the XXX Services supplied under the Agreement. The load
             balancer hardware has the ability to share the load with up to 24 web servers
             so servers can be added as required with little effort. Each of the currently
             utilized servers (a total of 4) is currently running at a reasonably low
             utilization level (averaging well below 20%). Additional servers will be added
             within a reasonable time period to service any observed or anticipated demand
                           i.      XXX shall notify <channel> at any time that it anticipates
                                   a significant increase in volume.
                           ii.     <channel> shall provide to XXX written (or e-mail)
                                   reports on any material increases in the utilization of each
                                   machine in service. Such reports will be provided at the
                                   end of any month that shows a substantive increase.

        G. Service Problems . In the event that <channel> fails to meet one or more of
           the above described service requirements specified herein during a particular
           month during the term of the Agreement (a Service Problem), then XXX may

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            elect to set off against or receive a refund of a pro rata portion of the hosting
            fees commensurate with the severity of the Service Problem and its impact on
            the ability of XXX customers to use the <channel> Services (taking into
            account factors such as the timing of the Service Problems). It is understood
            and agreed that a series of Service Problems may constitute a material breach
            of the Agreement.

        H. Backup and Recovery. <channel> will utilize and maintain a backup and
           recovery system for software comprising the information contained in the
           XXX Site. <channel> will archive XXX data collected pursuant to the
           Services provided for 90 days.

        I. Support. <channel> shall resolve as promptly as possible any errors that cause
           any portion of an <channel> Service not to perform properly.

                          i.     Emergency support: An “emergency” problem is defined
                                 as a problem that interrupts or significantly impairs the
                                 operation of any portion of the <channel> Services during
                                 the time periods that XXX customers require access to
                                 the <channel> Services. <channel> will provide
                                 personnel for evaluation of and response to an emergency
                                 problem by direct phone contact during the hours of 8:30
                                 am to 5:30 pm eastern time on normal business days, and
                                 via voice mail initiated pager during all other periods.
                                 <channel> will provide status updates to XXX at regular
                                 intervals as appropriate for the nature of the emergency
                          ii.    Non-emergency support: Non-emergency support issues
                                 will be handled by the <channel> Customer Service
                                 Department. <channel> will respond to any issues within
                                 one business day from the time of the initial call.
                          iii.   Problem tracking: <channel> will record and track all
                                 problems through resolution and will provide appropriate
                                 notification to XXX upon completion of corrective action
                                 by email or phone.
                          iv.    Chronic Outages: If <channel> reasonably determines
                                 that XXX or XXX Customers experienced chronic
                                 outages, <channel> may, in its reasonable discretion,
                                 investigate the nature of any recurring problem. XXX
                                 may also request such investigation. Within seven (7)
                                 business days of the conclusion of <channel>‟s
                                 investigation, <channel> and XXX technical
                                 representatives will discuss the results of such
                                 investigation. If <channel> reasonably determines, and
                                 notifies XXX, that XXX‟s configuration or content
                                 requires modifications to prevent chronic outages, then

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                                XXX may be subject to additional charges unless
                                Customer implements such modifications. If <channel>
                                determines that <channel>‟s Services or Network is
                                causing chronic outages, then <channel> will promptly
                                repair the Services or Network at its sole expense.

                          v.    Customer Service: <channel> shall provide to XXX
                                customer service related to the <channel> Services by
                                telephone Monday through Thursday from 9:00 am to
                                8:30 pm (EST) and on Fridays between 9:00 am and
                                10:00 pm (EST) <channel> will use commercially
                                reasonable efforts to answer (either with live operators or
                                an automated system) telephone inquiries within four
                                rings and provide an initial response within 2 hours to all
                                service complaints and comments of XXX Customers
                                (other than those relating to billing and collection) made
                                pursuant to the Services provided by <channel>.
                                <channel> will respond promptly and professionally to
                                questions, comments, complaints and other reasonable
                                requests, whether from XXX Customers or others and
                                will comply with all applicable requirements of any
                                federal, state or local consumer protection or disclosure
                                law in connection therewith. In the event a Publisher
                                requests <channel> to provide onsite support at the
                                newspaper or web site, XXX agrees to pay <channel>‟s
                                travel related expenses.

                          vi.   Error Correction Procedures
                                <channel> will utilize best efforts in performing all
                                maintenance and support services, including the
                                correction of errors that are reasonably described by
                                Newspaper. <channel> will respond within 15 minutes
                                during Business Hours and within one hour otherwise and
                                either immediately attempt to resolve such Errors or
                                provide a plan for resolution within four hours for any
                                Error that the Newspaper representative identifies as a
                                Critical Error. <channel> will respond within 24 hours
                                and provide a written (or e-mail) plan for resolution of
                                any Errors within 10 days for Errors that a Newspaper
                                representative identifies as a Non-Critical Error. For
                                purposes of this section, (i) a “Critical Error” is an Error
                                that causes a substantial failure in the <channel> Service,
                                renders the <channel> Service substantially unusable, or
                                causes a failure in an <channel> Service feature that
                                cannot be avoided by alternate methods by the user and

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                                (ii) a “Non-Critical Error” is any Error other than a
                                Critical Error. <channel> will promptly notify
                                Newspaper if a reported error cannot be verified, or if an
                                error cannot be corrected within the applicable period. If
                                an error cannot be corrected, <channel> will supply
                                written instructions on how to operate without a
                                correction (a workaround).

    6. <channel> Ad Delivery Options
This section is to detail the specific ad delivery options you may be using for the specific

    7. Ad Formats
<channel> will categorize, format, hyphenate and justify, and price according to
Publisher specifications. Publisher will be provided with demonstrations on existing
customer sites to see examples of how this process functions and will be given the
opportunity to review and approve the specific <channel> implementation for Publisher.

    8. Payment Terms
<channel> will pay Publisher for each ad for which <channel> receives payment.
Payment for ads purchased within a given calendar month will be submitted to Publisher
at the end of the following month. The payment to Publisher for each ad is as follows: the
price of the ad as calculated by the <channel> system (conforming to Publisher‟s pricing)
and charged to the advertiser‟s credit card, minus the credit card processing related fee
(as detailed elsewhere in this Agreement). Together with each monthly payment
<channel> will supply Publisher with a detailed statement on an ad-by-ad basis. In
addition Publisher will be given access to the <channel> Administration System that
provides specific information about ads in any given period for at least the prior three
months. Customization and set-up fees will be billed 15 days after the signing of this
agreement. Development fees will be billed as follows: 50% upon the start of
development, 30% upon delivery of a working system, and 20% upon the start of
production. Travel and reasonable business expenses incurred on behalf of XXX by
<channel> are due and payable 30 days after presentation of appropriate documentation.

All monthly fixed fees are billed in advance, on the first day of each calendar month. All
transaction fees are billed within 30 days from the close of each calendar month,
reflecting the transactions for the prior month and due on receipt. Set-up and
development fees are billed immediately and due within 15 days of receipt.

    9. Term of Agreement
This Agreement expires twelve (12) months after the <channel> set-up is completed and
<channel> is capable of delivering ads to Publisher.

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    10. Publisher Review of Ads
Publisher is responsible for reviewing each ad submitted under this Agreement for
conformance to Publisher‟s requirements and standards for classified advertising.
<channel> does not review ad content and assumes no liability for such. If any ads
submitted by <channel> do not meet Publisher‟s requirements Publisher agrees to reject
such and promptly notify <channel> (so that <channel> can credit back to the user the
amount of the credit card charge if applicable under this agreement).

    11. Limitations on Liability
Except as expressly set forth in this agreement, neither party makes, and each party
hereby specifically disclaims any representation or warranty, express or implied
regarding any matter subject to this Agreement. This includes without limitation any
implied warranty of merchantability or fitness for a particular purpose, and implied
warranties arising from the course of dealing or course of performance.

The liability of Publisher for any loss or damage directly or indirectly suffered by
<channel> or by any third-party arising from this Agreement shall in no event exceed the
cost of the classified advertisement or the subscription placed by the customer, along with
all applicable online transaction and credit card processing fees. The liability of
<channel> for any loss or damage directly or indirectly suffered by the Publisher or by
any third party arising from this Agreement shall in no event exceed the amount of fees
payable to <channel> in the last six months.

Except as expressly set forth in this agreement, neither party shall under any
circumstances be liable for any lost profits, or for any claim or demand by the other party
or any third party arising from or related to this Agreement. In no event shall either party
hereto be liable for legal fees, indirect, special, incidental, punitive or consequential
damages, even if such party has been advised of the possibility of such damages.

    12. Indemnification
Publisher will hold harmless and defend <channel> and <channel>‟s affiliates, directors,
officers, employees, agents and independent contractors from and against all claims,
liabilities, damages, losses and expenses, including but not limited to reasonable
attorneys' fees and costs of suit, arising out of or in connection with: any negligent or
willful act or omission of Publisher or Publisher‟s employees or agents, including but not
limited to any act or omission which causes or contributes to: (i) any bodily injury,
sickness, disease or death; (ii) any injury to or destruction of tangible or intangible
property, or (iii) any violation of any statute, ordinance or regulation; or (v) any violation
or claimed violation of a third parties' rights, including copyrights and other proprietary
rights, arising in whole or in part from the grant of rights to <channel> hereunder or
<channel>‟s exercise of any such rights.

<channel> will indemnify, hold harmless and defend Publisher and Publisher‟s affiliates,
directors, officers, employees, agents and independent contractors from and against all
claims, liabilities, damages, losses and expenses, including but not limited to reasonable

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attorneys' fees and costs of suit, arising out of or in connection with any negligent or
willful act or omission of <channel> or <channel>‟s employees or agents, including but
not limited to any act or omission which causes or contributes to: (i) any bodily injury,
sickness, disease or death; (ii) any injury to or destruction of tangible or intangible
property, or (iii) any violation of any statute, ordinance or regulation; or (v) any violation
or claimed violation of a third parties' rights, including copyrights and other proprietary
rights, arising in whole or in part from <channel> Services or the grant of rights to
Publisher hereunder or Publisher's exercise of any such rights.

Agreed to:

By: Customer Name                              By: <channel>, Inc.

Date: ____________________________________     Date: ____________________________________

_________________________________________      _________________________________________
Signature                                      Signature

_________________________________________      _________________________________________
Title                                          Title

_________________________________________      310-577-8255______________________________
Telephone                                      Telephone

_________________________________________      4553 Glencoe Avenue, Suite 325_______________
Address                                        Address

_________________________________________      Marina del Rey, CA 90292___________________
City, State, Zip                               City, State, Zip

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