Employment Agreement - Netscape Communications Corp. and Roberta R. Katz


                               January 23, 1997
Roberta R. Katz 
1241 21st Avenue East 
Seattle, WA 98112

     Re: AMENDMENT OF EMPLOYMENT AGREEMENT

Dear Roberta:

     This letter serves as written confirmation and clarification of our 
prior agreement (the 'Prior Agreement') with respect to your employment in 
the event of a change in control of Netscape Communications Corporation (the 
'Company'), which arrangement the Company acknowledges was a condition to 
your accepting employment with the Company.  The Prior Agreement was set 
forth in the second paragraph of a letter from you to me dated April 26, 1995 
and was effective upon your accepting employment with the Company, and the 
Company hereby acknowledges that the Prior Agreement has existed as an 
agreement effective upon your accepting employment with the Company.  In 
order to clarify and confirm the Prior Agreement, we have agreed to amend 
your written employment agreement with the Company dated April 4, 1995 but 
signed by you as of April 26, 1995 (the 'Agreement') to include the following 
paragraphs:

     'Upon the occurrence of a Change in Control, the Company or any 
successor entity shall be obligated to continue your Service over the 
remainder of the vesting period in effect for the shares purchased or 
purchasable under any stock option granted to you by the Company prior to the 
Change in Control so that you shall have the opportunity to vest in all those 
shares.  You shall, however, have complete discretion in determining whether 
you are to render such Service, and if so, whether it shall be performed as a 
full time employee, part-time employee or independent consultant, as 
permitted by the applicable stock option agreement.  In particular, 'Service' 
shall mean the provision of services to the Company or any parent or 
subsidiary by you in your capacity as an employee, a non-employee member of 
the Board of Directors or a consultant, and such 'Service' shall be deemed to 
meet the level of employment, consulting or other services required to 
continue vesting under your applicable stock option or stock purchase 
agreements.  The remaining terms of your Service during such vesting period, 
including any cash compensation payable for such Service, shall be negotiated 
in good faith by the Company or successor entity and you at the time of the 
Change in Control.  This paragraph shall only become applicable in the event 
of a Change in Control, as defined in the following paragraph, and in the 
absence of such Change in Control, your employment shall remain 'at will' in 
accordance with the provisions of the Agreement.

     For purpose of this Agreement, a Change in Control shall be deemed to 
occur in the event of any of the following transactions: (A) a transaction or 
series of related transactions over a twelve (12) month period (excluding an 
initial public offering) in which the stockholders of the Company immediately 
before such transaction or series of transactions do not retain in 
substantially the same 



proportions as their ownership of shares of the Company's voting stock 
immediately before such event, directly or indirectly (including, without 
limitation, through their ownership of shares of the voting stock of a 
corporation which, as a result of such sale or exchange, owns the Company 
either directly or through one or more subsidiaries), at least a majority of 
the beneficial interest in the voting stock of the Company immediately after 
such transaction or related series of transactions, (B) the acquisition of 
all or substantially all of the Company's assets, (C) the liquidation or 
dissolution of the Company or (D) a merger or consolidation wherein the 
stockholders of the Company immediately before such merger or consolidation 
do not retain in substantially the same proportions as their ownership of 
shares of the Company's voting stock immediately before such event, directly 
or indirectly (including, without limitation, through their ownership of 
shares of the voting stock of a corporation, which, as a result of such 
merger or consolidation, owns the Company either directly or through one or 
more subsidiaries), at least a majority of the beneficial interest in the 
voting stock of the Company immediately after such merger or consolidation.'

     Except as amended by the foregoing paragraphs, the Agreement shall 
remain in full force and effect.

     Please sign and date this written amendment on the space provided below 
to confirm your acknowledgment of the Prior Agreement and to confirm your 
consent to this amendment to the Agreement.

                                       Sincerely,


                                       NETSCAPE COMMUNICATIONS CORPORATION

                                       By: /s/ James L. Barksdale
                                           -----------------------------------
                                           James L. Barksdale, President and 
                                           Chief Executive Officer


I acknowledge the Prior Agreement and confirm my consent to this amendment to 
the Agreement.

                                       /s/ Roberta R. Katz           
                                       ------------------------------
                                       Roberta R. Katz



April 4, 1995

Roberta Katz

Dear Roberta:

We are delighted to offer you employment as General Counsel for Netscape 
Communications Corporation.  Your annual salary will be $175,000 per year.  
Your anticipated start date will be July 1, 1995, and you will be reporting 
to me. In addition, you will receive an Executive Relocation Package, to 
assist in making your move to the Bay Area as comfortable as possible. (See 
Attachment)

As an employee of Netscape Communications Corporation, you will be eligible 
to participate in a number of Company-sponsored benefits, including health 
and medical benefits.

Netscape has established a stock option plan.  Upon Board of Directors 
approval, the Company will grant you an option to purchase up to 150,000 
shares of common stock.  Your stock option agreement will be subject to 
Netscape's customary terms and conditions, including vesting of the shares 
and a Company repurchase right (in the event you exercise your option prior 
to full vesting) over a fifty month period.

Employment with Netscape is not for a specific term and can be terminated by 
you or by the us at any time for any reason, with or without cause.  Any 
statements to contrary that may have been made to you, or that may be made to 
you, by the Company or its agents are superseded by this offer letter.  We 
request that all of our employees, to the extent possible, give us advance 
notice if they intend to resign.

This letter supersedes any previous discussions or offers.  If you accept 
this offer, the terms described in this letter shall be the terms of your 
employment. Any additions or modifications of these terms would have to be in 
writing and signed by yourself and me.

Your employment is contingent on your executing the enclosed Netscape 
Proprietary Information and Inventions Agreement and upon your providing the 
Company with the legally required proof of your identity and authorization to 
work in the United States. 


We look forward to having you join us.  If you accept the above-described 
offer, please return a signed copy of this letter and the executed 
Proprietary Information and Inventions Agreement to Netscape Human Resources, 
and call to arrange a benefits overview.  This offer, if not accepted, will 
expire on April 10,1995.

If you have any questions, please call me.

Sincerely, 

/s/ James L. Barksdale             

NESTCAPE COMMUNICATIONS CORPORATION

By: Jim Barksdale 
Chief Executive Officer, Netscape Communications Corporation



I accept this offer this 26th day of April 1995

/s/ Roberta R. Katz           
-----------------------------