Broadband Streaming Initiative Agreement - Akamai Technologies and Microsoft Corp.


                  AKAMAI TECHNOLOGIES AND MICROSOFT CORPORATION
                    BROADBAND STREAMING INITIATIVE AGREEMENT

         This Broadband Streaming Initiative Agreement (the 'Agreement') is
entered into and effective as of September 20, 1999 (the 'Effective Date') by
and between MICROSOFT CORPORATION, a Washington corporation located at One
Microsoft Way, Redmond, WA 98052 ('Microsoft') and AKAMAI TECHNOLOGIES, INC., a
Delaware Corporation located at 201 Broadway, Cambridge, MA 02139 ('Akamai').

                                    RECITALS

Akamai offers a service that delivers Internet-related broadband multimedia
content (including live and on-demand broadband Streaming Media) and provides
related services for independent content providers and corporate customers
(referred to collectively as 'ICPs').

Microsoft is a developer of operating system technologies and tools for the
development and serving of Internet and other online content, including
broadband multimedia applications and Streaming Media.

Microsoft has established a 'Broadband Streaming Initiative,' whereby Microsoft
desires to promote adoption of Windows Media Technologies ('WMT') and other
Microsoft technologies for broadband multimedia services on the Internet.

Microsoft wishes to engage Akamai as, and Akamai wishes to become, a supplier
and promoter of broadband content delivery services for Streaming Media in
connection with Microsoft's upcoming Broadband Streaming Initiative.

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                                    AGREEMENT

      This Agreement is entered into with reference to the following information
('INITIAL DEFINITIONS TABLE') as well as the definitions set forth below:




                                               
AKAMAI INFORMATION:                               Corporate Name:  Akamai Technologies, Inc.
                                                  Place of Incorporation: Delaware
                                                  Address for Notices:  201 Broadway, Cambridge,
                                                  MA  02139

AKAMAI CONTACT:                                   Akamai Contact/Title:  Paul Sagan, President and COO
                                                  Telephone Number:  (617) 250-3006
                                                  Facsimile Number:  (617) 250-3001
                                                  Email:paul@akamai.com
                                                  Copy to: Vice President and General Counsel
                                                  Facsimile Number:  (617) 250-3001

AKAMAI NAME AND AKAMAI SERVICE                    Akamai Name: Akamai Technologies
NAME(S)                                           Akamai Service Name(s):  FreeFlow, FreeFlow
(for use in press release):                       Streaming

AKAMAI WEB SITE:                                  www.akamai.com and any successors and
                                                  additional and/or new versions of such web site
                                                  owned or controlled by Akamai during the Term.

TERM:                                             Beginning as of the Effective Date and continuing
                                                  through September 30, 2001, unless earlier
                                                  terminated in accordance with Section 9.


1.       DEFINITIONS

1.1      ABOVE THE FOLD means the placement of Content (including an icon and/or
         link) or other material on an Akamai Web Site page such that the
         material is viewable on a computer screen at a 800 x 600 pixels
         resolution when the user first accesses such web page and without
         having to scroll down to view more of the web page.

1.2      AKAMAI SERVICES means Akamai's provision of delivery and/or other
         services involving 'live' and 'on-demand' broadband Streaming Media,
         including without limitation through Akamai's 'FreeFlow Streaming'
         service offering and its successors.

1.3      AKAMAI SERVICES GUIDELINES means the guidelines and procedures related
         to this Agreement with respect to how Akamai will be engaged by
         Broadband Streaming Initiative ICP Participants to provide Akamai
         Services and will apply Network Credits against such provision of
         Akamai Services, as more fully described in Exhibit A.

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1.4      AKAMAI SOFTWARE means Akamai's proprietary software that is licensed in
         connection with offering the Akamai Services, and any direct successor
         thereto.

1.5      BROADBAND STREAMING INITIATIVE ICP PARTICIPANT means an ICP or other
         customer designated by Microsoft in its sole discretion (including
         without limitation Microsoft or any of its affiliates) to use Network
         Credits in support of the Broadband Streaming Initiative as
         contemplated by this Agreement.

1.6      CONFIDENTIAL INFORMATION means: (i) any source code of software
         disclosed by either party to the other party; (ii) any trade secrets
         and/or other proprietary non-public information not generally known
         relating to either party's product plans, designs, costs, prices or
         names, finances, marketing plans, business opportunities, personnel,
         research, development or know-how; and (iii) the terms and conditions
         of this Agreement. 'Confidential Information' does not include
         information that: (i) is or becomes generally known or available by
         publication, commercial use or otherwise through no fault of the
         receiving party; (ii) is known and has been reduced to tangible form by
         the receiving party prior to the time of disclosure and is not subject
         to restriction; (iii) is independently developed by the receiving party
         without the use of the other party's Confidential Information; (iv) is
         lawfully obtained from a third party that has the right to make such
         disclosure; or (v) is made generally available by the disclosing party
         without restriction on disclosure.

1.7      CONTENT means data, text, audio, video, graphics, photographs, artwork
         and other technology and materials.

1.8      MICROSOFT SOFTWARE means Windows NT Server (including Windows Media
         Streaming Media Services, one of which is Windows Media Rights Manager)
         and direct successors thereto.

1.9      NETWORK CREDITS means credits available to pay for Akamai Services,
         which credits are equal in value to the Network Credits Fee Amount (as
         defined in Section 2.1) having been paid by Microsoft from time to time
         during the Term, less amounts having been applied pursuant to this
         Agreement to reflect the provision of Akamai Services to Broadband
         Streaming Initiative ICP Participants, as further set forth in Section
         2.1 and Exhibit A.

1.10     STREAMING MEDIA means multimedia Content that is transmitted live or
         held in archive on servers and played or displayed via the Web
         incrementally, or in semi-real time, such that it can be heard, viewed
         or received by an end user with minimal download delays, if any.

1.11     UPDATES means, as to any software, all subsequent public releases
         thereof during the Term, including public maintenance releases, error
         corrections, upgrades, enhancements, additions, improvements,
         extensions, modifications and successor versions.

1.12     WINDOWS MEDIA FORMAT means (a) the Windows Media Audio format which
         encodes files with the Microsoft Audio codec (.wma extension), (b) the
         proposed industry standard format referred to as the 'Advanced
         Streaming Format' (.asf extension), which as of the Effective Date is
         in comment/revision processes within industry standards bodies, and (c)
         any successors or replacements for such formats that may be designated
         by Microsoft, regardless of the brand or trademark under which they are
         made available from time to time.

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1.13     WINDOWS MEDIA PLAYER means the North American English version of the
         upgrade to the Windows 95 and Windows 98 Microsoft Windows Media Player
         client technology that displays Streaming Media in Windows Media
         Format, other formats of Streaming Media, and other multimedia
         data-types, and all successors and Updates to such technology which are
         commercially released during the Term.

1.14     WINDOWS MEDIA TECHNOLOGIES or 'WMT' means, collectively and
         interchangeably, Windows Media Player and Windows Media Streaming Media
         services, including Windows Media Rights Manager, for the Windows NT
         operating system.

All other initially capitalized terms shall have the meanings assigned to them
in this Agreement.


2.       MICROSOFT OBLIGATIONS

2.1      Network Credits Fee. Microsoft agrees to pay to Akamai a total Network
         Credits fee of One Million Dollars ($1,000,000.00) (the 'Network
         Credits Fee Amount'), which fee is intended to pre-pay for Akamai
         Services and other services offered by Akamai which Microsoft may
         obtain, in accordance with this Agreement, either for Microsoft's
         internal operations or for the benefit of Broadband Streaming
         Initiative ICP Participants. Microsoft will pay the Network Credits Fee
         Amount in [**] sub-parts, in accordance with the following schedule: an
         initial payment of [**] shall be due after Akamai delivers an invoice
         for such amount to Microsoft, which invoice Akamai may deliver on or
         after the Effective Date; [**] of [**], shall be due on [**]; and [**]
         of [**], shall be due on [**]. All amounts payable under this Agreement
         shall be due on a net thirty (30) day basis. Akamai shall be obligated
         to refund the Network Credits Fee Amount to Microsoft only to the
         extent set forth in Section 9. The Network Credits Fee Amount shall
         serve as a prepayment against which Microsoft or Broadband Streaming
         Initiative ICP Participants may obtain Akamai Services and other
         services offered by Akamai pursuant to Section 3.2(c) below.

2.2      Deployment Support. During the Term, Microsoft shall provide at no
         charge to Akamai, and upon Akamai's request, up to a total of [**]
         (i.e., a total of [**]) of high-level technical support in the United
         States from (at Microsoft's option) Microsoft's developer relations
         group or its product support group in order to assist Akamai with
         deploying Windows Media Technologies in accordance with this Agreement.
         Such support shall include providing reasonable on-site deployment
         support services to Akamai. In addition, during the Term, Microsoft
         shall provide [**] to Akamai, and upon Akamai's request, up to a total
         of [**] (i.e., a total of [**]) of technical assistance from Microsoft
         Consulting Services in order to assist Akamai in porting its
         proprietary FreeFlow software to the Windows NT Server platform as
         contemplated in Section 3.1(c). Microsoft's obligation to provide any
         of the technical support and assistance contemplated by the preceding
         sentence in this Section 2.2 shall be subject to the parties' entry
         into a mutually-agreed standard technical support agreement (e.g., a
         Microsoft Consulting Services Master Agreement). Microsoft shall be
         entitled to charge Akamai at its then-current rates for any on-site
         deployment support

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         services or other technical assistance requested by Akamai which
         exceeds the applicable [**] limitations set forth in this Section 2.2,
         provided that Microsoft first notifies Akamai that Akamai has exceeded
         the applicable [**] limitation.

2.3      Early Releases. During the Term, Microsoft will provide to Akamai, at
         no charge, successive [**] ([**], and where practical as determined by
         Microsoft in its sole discretion, [**]) of Microsoft Software in object
         code form; provided, however, that nothing herein shall be deemed to
         require that Microsoft release any additional versions of any Microsoft
         Software during the Term. All Microsoft Software provided hereunder may
         be used by Akamai only in accordance with the confidentiality and
         license agreements accompanying such Microsoft Software and, in
         addition, may be used solely in connection with supporting the
         provision of Akamai Services that use Windows Media Technologies.
         Akamai understands that [**] software is not intended for [**].

2.4      Promotion of Akamai Services. In conjunction with its Broadband
         Streaming Initiative, Microsoft agrees to publicly announce, in a
         manner commercially similar to the level of promotion provided to other
         Content delivery service providers who are Broadband Streaming
         Initiative participants, that Akamai is a Microsoft recommended
         solution provider for ICPs who are using WMT to deliver high bandwidth
         Streaming Media. Thereafter, during the Term, Microsoft will use
         commercially reasonable, good faith efforts to include and promote
         Akamai as a provider of broadband delivery and other services related
         to Streaming Media, including without limitation as part of Microsoft's
         applicable marketing efforts and materials, sales training, Web sites,
         and other promotions, consistent with Microsoft's promotion of other
         Broadband Streaming Initiative Content delivery service providers which
         have entered into agreements with Microsoft on similar terms to this
         Agreement.

2.5      Preconditions for Microsoft Sponsorship and Support Obligations. Each
         of Microsoft's obligations under this Section 2 is expressly
         conditioned upon Akamai's performance of its obligations under Sections
         3.1 through 3.4 throughout the Term. In addition, because Akamai has
         not shared with Microsoft Akamai's plans for the Akamai Services as of
         the Effective Date, Akamai agrees to confer in good faith with
         Microsoft promptly after the Effective Date in order to develop and set
         forth in writing, no later than ninety (90) days after the Effective
         Date, mutually approved performance objectives (the 'Performance
         Criteria') for Akamai's participation in the Broadband Streaming
         Initiative during the [**] of the Term. If Microsoft reasonably
         believes that Akamai has not met or exceeded such Performance Criteria
         during the [**] of the Term, then Microsoft may notify Akamai of such
         determination by providing a written notice identifying the specific
         Performance Criteria which Akamai has not met, provided that Microsoft
         must issue any such notice within ninety (90) days after the [**]
         anniversary of the Effective Date. If, after receiving such a notice,
         Akamai does not notify Microsoft of Akamai's good faith disagreement
         with Microsoft's determination and does not improve its performance
         such that it meets the Performance Criteria within sixty (60) days
         after receiving Microsoft's written notice hereunder, then Microsoft
         may in its discretion terminate this Agreement effective thirty (30)
         days after Microsoft provides written notice to Akamai of such
         termination. If Akamai disagrees in good faith with Microsoft's
         determination as set forth

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         in such notice, the parties shall promptly undertake to resolve such
         dispute as provided in Section 11.5 of this Agreement.

2.6      Reservation of Rights. Except as expressly licensed pursuant to this
         Agreement, Akamai shall have no other rights in the Microsoft Software,
         the Windows Media Player or any other Microsoft software, technology or
         services provided to Akamai hereunder. Microsoft retains all right,
         title and interest in and to the Microsoft Software, the Windows Media
         Player and any other Microsoft software, technologies and services.
         Nothing in this Agreement shall be construed, by implication, estoppel
         or otherwise, as granting Akamai any rights to any Microsoft software,
         technology, service or other intellectual property rights.


3        AKAMAI OBLIGATIONS

3.1      Use and Promotion of Windows Media Technologies and Windows Media
         Format. Subject to Windows Media Technologies being a competitively
         comparable solution to other Streaming Media technologies and platforms
         (as reasonably determined based on technology, price, quality and
         delivery timetables), throughout the Term, Akamai will deploy, describe
         and promote Windows Media Technologies and the Windows Media Format to
         all of its prospective and actual customers for Akamai Services
         (including without limitation both ICPs and Internet Service Providers
         ('ISPs')) in a manner consistent with and commercially similar to all
         other Streaming Media platforms or formats that it offers, promotes or
         recommends for any Akamai Service.

         Akamai's use and promotion of Windows Media Technologies and related
         technologies shall further include, without limitation:

         (a)      Content Format. Within thirty (30) days after the Effective
                  Date, and continuing thereafter throughout the Term, except as
                  set forth below, all Streaming Media made available on the
                  Akamai Web Site shall be made available in Windows Media
                  Format; provided, however, that nothing herein shall be deemed
                  to prevent Akamai from making Streaming Media available on
                  such Web site in additional formats. Notwithstanding the
                  foregoing, it is understood and agreed that from time to time
                  during the Term Akamai, in conjunction with one or more third
                  parties, may enter into a program or opportunity that features
                  particular Streaming Media created for and/or formatted in a
                  specific platform or technology other than Windows Media
                  Format or Windows Media Technologies, and nothing contained
                  herein shall prevent Akamai from doing so, but in such event
                  Akamai will use commercially reasonable efforts promptly to
                  offer to Microsoft a similar program or opportunity.

         (b)      Deployment of New Applications and Services. Throughout the
                  Term, Akamai will promote and make available to its customers
                  and prospective customers all new Akamai services and products
                  related to Streaming Media on WMT and in Windows Media Format
                  concurrently with or sooner than Akamai makes such new
                  services or products available based on or in conjunction with
                  other Streaming Media

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                  technologies or formats, subject to the limitation that
                  Akamai's obligations hereunder with respect to release
                  schedule parity are conditioned on Microsoft providing
                  comparable competitive offerings to other commercially
                  available offerings of a particular technology or format
                  within a time frame that makes it commercially feasible for
                  Akamai to achieve the foregoing release schedule parity. If,
                  at any time, Microsoft provides a comparable competitive
                  offering later than necessary to enable Akamai to achieve such
                  release schedule parity, Akamai will use commercially
                  reasonable efforts to offer versions of its ongoing services
                  and products related to Streaming Media on WMT and in Windows
                  Media Format promptly after Microsoft provides the applicable
                  comparable competitive offering. Nothing in this Section
                  3.1(c) is intended to require Akamai to disclose any third
                  party confidential information to Microsoft with respect to
                  competitive services or offerings.

         (c)      Porting and Promotion of Akamai FreeFlow Server Software for
                  Windows NT. Akamai shall port its FreeFlow server software
                  (which software enables and supports FreeFlow, Akamai's
                  non-Streaming Media Web Content delivery service), and any new
                  versions and successors thereto that Akamai offers during the
                  Term, to operate on the Microsoft Windows NT operating system.
                  Further, Akamai agrees to make available and promote to
                  participants of Akamai's FreeFlow ISP program (and any
                  successor programs) during the Term hardware and Akamai
                  software that supports Akamai's FreeFlow service operating on
                  the Windows NT operating system. Nothing herein shall be
                  deemed to transfer to Microsoft any right, title or interest
                  in and to the Akamai FreeFlow server software, or any
                  enhancements, improvements, updates and upgrades thereto.

         (d)      Sponsorship. Beginning on the Effective Date and continuing
                  thereafter throughout the Term, Akamai shall include on all
                  pages of the Akamai Web Site that relate to or promote
                  Streaming Media or applications therefor (other than pages or
                  areas within the Akamai Web Site that are specific to a
                  particular Streaming Media format or technology) a prominent
                  'Get Windows Media Player' link logo (the 'Windows Media
                  Sponsorship Notice') which links to a Microsoft-authorized
                  Windows Media Player download site, in accordance with the
                  following terms:

                  (i)      The Windows Media Sponsorship Notice shall appear no
                           less prominently than any other similar notices on
                           each Akamai Web Site page that contains or provides
                           access to Streaming Media or that materially features
                           any Akamai Service (other than pages or areas within
                           the Akamai Web Site that are specific to a particular
                           Streaming Media format or technology other than
                           Window Media).

                  (ii)     On all pages of the Akamai Web Site, including
                           without limitation those described in Section
                           3.1(d)(i) (but subject to the exceptions set forth
                           therein), in the event Akamai includes any
                           information or notices concerning Streaming Media
                           technologies or formats other than Windows Media
                           Technologies and Windows Media Format, the Windows
                           Media Sponsorship Notice shall appear on such page in
                           a position at least as favorable in prominence, size
                           and

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                           positioning as any other such notice; provided,
                           however, that this provision shall not require the
                           Windows Media Sponsorship Notice (or any thereto) to
                           be placed on any pages or areas within the Akamai Web
                           Site that are specific to a particular Streaming
                           Media format or technology.

                  (iii)    In all cases, the Windows Media Sponsorship Notice
                           shall be a minimum of 65 by 57 pixels (width by
                           height), and shall conform to all trademark usage
                           standards provided by Microsoft to Akamai from time
                           to time.

                  (iv)     Microsoft shall be entitled to substitute from time
                           to time a different hypertext link and/or link logo
                           as the Windows Media Sponsorship Notice, subject to
                           the same pixel size restrictions as are set forth in
                           Section 3.1(d)(iii), in place of the 'Get Windows
                           Media Player' link logo for purposes of this
                           Agreement, including without limitation Akamai's
                           responsibilities under this Section 3.1(d), upon
                           Microsoft's reasonable advance written notice to
                           Akamai.

         (e)      Uses of the Get Windows Media Player Logo. All use by Akamai
                  of the 'Get Windows Media Player' link logo (or any successor
                  logo(s)) in connection with this Agreement is subject to
                  compliance with Microsoft's guidelines relating to the use of
                  such logo(s). The current version of such guidelines as of the
                  Effective Date is set forth in Exhibit B hereto.

       3.2        Provision of Akamai Services to Broadband Streaming Initiative
                  Participants. Subject to Microsoft's performance of its
                  obligations under Sections 2.1 through 2.4, Akamai agrees to
                  perform the following obligations:

         (a)      Akamai agrees to provide, during the six (6) month period
                  commencing on the Effective Date, Akamai Services to be
                  comprised of broadband Streaming Media delivery services, at
                  no charge (either to Microsoft or the ICP, and without
                  applying Network Credits against the value of such services)
                  to each Broadband Streaming Initiative ICP Participant that
                  Microsoft designates in its discretion as a participant in the
                  Broadband Streaming Initiative; provided, however, that such
                  obligation shall not extend beyond the first six (6) months of
                  the Term of this Agreement, and the aggregate value of such
                  no-charge Akamai Services that Akamai agrees to provide for
                  and as used by all Broadband Streaming Initiative ICP
                  Participants, will not exceed [**]), as such usage is
                  calculated in accordance with Exhibit A. Akamai will use
                  commercially reasonable efforts to notify Microsoft in writing
                  at least thirty (30) days before it anticipates participants'
                  usage exceeding the foregoing maximum value of the relevant
                  Akamai Services. Notwithstanding the foregoing, Akamai's
                  obligation under this Section 3.2(a) will be subject to (i)
                  notification by Microsoft as to the names of participating
                  Broadband Streaming Initiative ICP Participants; (ii)
                  execution of Akamai's standard services agreement by each
                  Broadband Streaming Initiative ICP Participant; and (iii)
                  there being at least three (3) participating Broadband
                  Streaming Initiative ICP Participants, none of which will use
                  during any thirty (30) day period more than [**] worth of the
                  available no-charge Akamai Services that Akamai agrees to
                  provide pursuant to this Section 3.2(a).

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         (b)      At Microsoft's request and at no charge to Microsoft or the
                  applicable Internet service providers ('ISPs'), and without
                  applying Network Credits against the value of such services,
                  Akamai will install hardware and equipment, as well as copies
                  of the Akamai Software, and provide its standard level of
                  service related to such hardware and equipment and for such
                  software during the Term in order to support ISPs which
                  Microsoft has designated in its discretion to participate in
                  the Broadband Streaming Initiative. As a condition to Akamai
                  performing the foregoing obligations, each participating ISP
                  will first agree to comply with a separate written agreements
                  with Akamai and/or its resellers or other licensees with
                  respect to installation and support of the hardware, equipment
                  and Akamai Software, and nothing in this Agreement shall be
                  deemed to authorize Microsoft to install and/or support such
                  hardware, equipment or copies of the Akamai Software.

         (c)      In addition to the obligations of Akamai under Sections 3.2(a)
                  and (b), as contemplated in Section 2.1 above, Microsoft shall
                  be entitled to apply its prepaid Network Credits and thereby
                  obtain Akamai Services, at Microsoft's sole discretion, (i)
                  for the benefit of designated ICPs in accordance with this
                  Agreement (including without limitation Exhibit A) or (ii) for
                  Microsoft to obtain other services offered by Akamai,
                  including without limitation Akamai's FreeFlow services and
                  any new versions or successors thereto, subject to such
                  participants and/or Microsoft entering into Akamai's standard
                  services agreement. In the event that Microsoft authorizes
                  Akamai to provide Akamai Services that exceed in value (as
                  calculated pursuant to the terms set forth in Exhibit A) the
                  value of then-existing pre-paid balance of Network Credits,
                  Microsoft agrees to pay Akamai for such Akamai Services in
                  accordance with Akamai's then-current pricing to third parties
                  that are purchasing Akamai Services in aggregate volumes
                  comparable to those being purchased by Microsoft in connection
                  with the use of Network Credits under this Agreement.

                  Akamai's obligation under this Section 3.2(c) is further
                  subject to a partial, rolling expiration schedule to the
                  extent Microsoft (for its internal operations) or Broadband
                  Streaming Initiative ICP Participants do not use Akamai
                  Services or other services of Akamai that are equal in value
                  (as calculated pursuant to Exhibit A) to the prepaid Network
                  Credits Fee Amount as follows:

                       (i) to the extent that Akamai Services [**] to the first
                  payment of the prepaid Network Credits Fee Amount due under
                  Section 2.1 are not used by Microsoft or Broadband Streaming
                  Initiative ICP Participants by December 31, 1999, then up to
                  [**] of such first payment (i.e., up to [**]) may be carried
                  over for use during the next calendar quarter (i.e., for use
                  before March 31, 2000), and a further [**] of such first
                  payment (i.e., up to [**]) may be carried over for use during
                  a second succeeding calendar quarter (i.e., for use before
                  June 30, 2000), after which any remaining unused Network
                  Credits Fee Amount shall expire;

                       (ii) to the extent that Akamai Services equal to the
                  successive payments of sub-parts of the prepaid Network
                  Credits Fee Amount as due under Section 2.1 are not used by
                  Microsoft or Broadband Streaming Initiative ICP Participants

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                  during the calendar quarter beginning on the day they become
                  payable, then [**] of each such payment may be carried over
                  for use during the next succeeding calendar quarter, and a
                  further [**] of each such payment may be carried over for use
                  during the second succeeding calendar quarter, all in the same
                  manner as described in Section 3.2(c)(i) above, with the
                  result being that the last date on which Microsoft or a
                  Broadband Streaming Initiative ICP Participant might
                  potentially use any prepaid Akamai Services (or other services
                  of Akamai) under this Section 3.2(c), assuming unused and
                  unexpired Network Credits Fee Amounts have been carried over
                  as provided for herein, is June 30, 2001; and

                       (iii) notwithstanding subparagraph (ii) above, to the
                  extent that any prepaid Network Credits Fee Amount are not
                  used by Microsoft or Broadband Streaming Initiative ICP
                  Participants by June 30, 2001, then the unused portion shall
                  expire.

              Except as provided in Section 9, Akamai shall be entitled to
              retain all prepaid Network Credits Fees.

3.3      Publicity. Akamai will work with Microsoft to develop a mutually
         agreeable press release to be released as soon as possible after the
         Effective Date, provided that the text of such release must have been
         approved in writing by each party before its release. In such release,
         (a) Akamai shall designate Windows Media Technologies and the Windows
         Media Format as being recommended by Akamai as one of its recommended
         platforms and formats for broadband Streaming Media-related services,
         (b) Microsoft shall designate Akamai's Streaming Media services as
         being recommended by Microsoft as one of its recommended content
         delivery services for broadband Streaming Media, (c) the parties shall
         promote the availability of Akamai's FreeFlow and FreeFlow Streaming
         services on the Windows NT Server platform, (d) Akamai may be
         identified as a participant in Microsoft's Network Credits program, and
         (e) Akamai may identify the Microsoft's Windows Media group as a
         customer of Akamai. Further, subject to the limitations set forth in
         the next sentence, Akamai agrees that (a) it will not release or
         approve any press releases relating to broadband Streaming Media and
         using its name or any descriptions of the Akamai Services, other than
         in conjunction with promotions of Windows Media Technologies as
         described above, during the period of September 20, 1999 through
         October 17, 1999 (provided that Microsoft understands and accepts that
         Akamai (i) has preexisting arrangements relating to the NetAid event
         scheduled for October 9, 1999, and in conjunction therewith Akamai may
         be party to one or more press releases related to such event, which
         press releases may reference Streaming Media, and (ii) has preexisting
         arrangements relating to announcing the migration of QuickTime TV onto
         the Akamai Network, and (iii) intends to make a general 'FreeFlow
         Streaming' announcement on or about October 4, 1999 in conjunction with
         Internet World), and (b) at all times during the Term, it will not
         issue or approve press releases from third parties relating to
         broadband Streaming Media that are inconsistent with the spirit of this
         Section 3.3. Notwithstanding the restrictions set forth in the previous
         sentence, Akamai shall be entitled to perform under any contractual
         obligation to which it is subject as of the Effective Date which
         requires it to release or approve press releases or making other
         announcements during the Term. During the Term, Akamai will also work
         with Microsoft to develop and release additional joint press
         announcements, provided that the

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      details of each such announcements must have been approved in writing by
      each party before it occurs, and Akamai agrees to provide Microsoft with
      reasonably detailed information on use of Microsoft's technology in the
      Akamai Services for inclusion in a case study which Akamai shall be
      entitled to review and approve. With respect to all approvals contemplated
      by this Section 3.3, the parties agree not to unreasonably withhold or
      delay such approvals.

3.4      Reporting and Audits. By the tenth (10th) day of each calendar month
         during the Term (other than the month in which the Effective Date
         falls), Akamai shall provide a report to Microsoft setting forth the
         following information concerning the provision of Akamai Services
         related to Streaming Media during the previous calendar month, to the
         extent Akamai's provision of such information to Microsoft does not
         conflict with any contractual obligation of Akamai to a customer or
         other third party:

         (a)      The URL and number of page views for pages on the Akamai Web
                  Site or third party web sites hosted by Akamai which contain
                  Streaming Media;

         (b)      The number of referrals of end users from the Akamai Web Site
                  or third party web sites hosted by Akamai to Microsoft's
                  Windows Media Player download site(s);

         (c)      Web browsing software share and Streaming Media player share
                  information for the Akamai Web Site and third party web sites
                  hosted by Akamai, including version information;

         (d)      The number of streams served, including the total number of
                  .wma, .asx and .asf format files served, by bit rate;

         (e)      The average length of a user stream for a single connection to
                  the Akamai Web Site and third party web sites hosted by
                  Akamai;

         (f)      The number of streams of pages with feature/streaming
                  technology; and

         (g)      The average number of .wma, .wmx, and .asx files on site.

         Akamai shall provide all reports hereunder to Microsoft via Microsoft's
         web reporting system located at
         http://webevents.microsoft.com/report.asp, or any successor thereto.

         In the event that Akamai has failed to provide a report as described in
         this Section 3.4 on or before the twenty-fifth (25th) day of the
         relevant calendar month, then Microsoft will be entitled to suspend its
         performance under this Agreement (including without limitation its
         payment obligations under Section 2.1) until such report has been
         received. All information provided pursuant to this Section will be
         deemed to be Confidential Information of Akamai.

3.5      Additional Trademark Use. Akamai further agrees to use all Windows
         Media Technologies-related logos in accordance with the applicable logo
         program requirements established by Microsoft in its sole discretion
         from time to time. In the event that Akamai fails to comply with
         Microsoft's then-current logo requirements for participation in the
         Streaming Media Initiative at any time during the Term, then Microsoft
         will be entitled, after providing Akamai with notice of breach and an
         opportunity to cure such breach within thirty (30) days, to suspend its
         performance under this Agreement and terminate this Agreement
         (including without limitation Microsoft's payment obligations under
         Section 2.1) upon further written notice to Akamai.

                      Microsoft Confidential & Proprietary

                                                                              11

3.6      Reservation of Rights. Except as expressly licensed pursuant to this
         Agreement, Microsoft shall have no other rights in the Akamai Services,
         the Akamai Software or any other Akamai software, technology or
         services provided to Microsoft hereunder. Akamai retains all right,
         title and interest in and to the Akamai Services, Akamai Software and
         any other Akamai software, technologies and services. Nothing in this
         Agreement shall be construed, by implication, estoppel or otherwise, as
         granting Microsoft any rights to any Akamai software, technology,
         service or other intellectual property rights.

                      Microsoft Confidential & Proprietary

                                                                              12

            CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH
        THE SECURITIES AND EXCHANGE COMMISSION. ASTERISK DENOTE OMISSION.

4.       ADDITIONAL UNDERSTANDINGS

         4.1      Technology Development and Testing Discussions. Subject to the
                  commercial availability of appropriate technical personnel,
                  and to the parties' prior mutual written agreement with
                  respect to applicable intellectual property ownership and
                  licenses, the parties agree to cooperate in good faith to
                  discuss additional technical cooperation endeavors in
                  connection with the Akamai Services and Microsoft Software and
                  other commercial activities in relation to the following areas
                  of mutual interest concerning technology development: (a) [**]
                  into [**] (b) [**] of the [**] thereto into [**], and/or the
                  [**] thereto; and (c) other possible integration and support
                  opportunities consistent with the intent and purpose of this
                  Agreement.*


5.       NON-EXCLUSIVE

Nothing in this Agreement shall be deemed to restrict either party's ability to
license, develop, sub-license, manufacture, deploy, support, promote, offer or
distribute software, Content, Streaming Media or any other format or technology,
whether or not similar to or competitive with Windows Media Technologies, Akamai
Services, or any products, services or technologies related to the products and
services of either party, subject to the obligations of the parties with respect
to Confidential Information.


6.       CONFIDENTIALITY

6.1      Each party shall protect the other's Confidential Information from
         unauthorized dissemination and use with the same degree of care that
         such party uses to protect its own like information and in no event
         using less than a reasonable degree of care. Neither party will use the
         other's Confidential Information for purposes other than those
         necessary to directly further the purposes of this Agreement. Neither
         party will disclose to third parties the other's Confidential
         Information without the prior written consent of the other party.
         Except as expressly provided in this Agreement, no ownership or license
         rights are granted in any Confidential Information. The other
         provisions of this Agreement notwithstanding, either party will be
         permitted to disclose the Confidential Information to their outside
         legal and financial advisors; and to the extent required by applicable
         law, provided however that before making any such required filing or
         disclosure, the disclosing party shall first give written notice of the
         intended disclosure to the other party, within a reasonable time from
         the time disclosure is requested and in any event prior to the time
         when disclosure is to be made, and the disclosing party will exercise
         best efforts, in cooperation with and at the expense of the other
         party, consistent with reasonable time constraints, to obtain
         confidential treatment for all non-public and sensitive provisions of
         this Agreement, including without limitation dollar amounts and other
         numerical information.

6.2      The parties' obligations of confidentiality under this Agreement shall
         not be construed to limit either party's right to independently develop
         or acquire products without use of the other party's Confidential
         Information. Further, either party shall be free to use for any

                      Microsoft Confidential & Proprietary

                                                                              13

         purpose the residuals resulting from access to or work with such
         Confidential Information, provided that such party shall maintain the
         confidentiality of the Confidential Information as provided herein. The
         term 'residuals' means information in non-tangible form, which may be
         retained by persons who have had rightful and good faith access to the
         Confidential Information, including ideas, concepts, know-how or
         techniques contained therein. Neither party shall have any obligation
         to limit or restrict the assignment of such persons or to pay royalties
         for any work resulting from the use of residuals. However, the
         foregoing shall not be deemed to grant to either party a license under
         the other party's copyrights or patents.


7.       WARRANTIES AND DISCLAIMERS

7.1      Warranties. Each party warrants and covenants that it has the full
         power and authority to enter into and perform according to the terms of
         this Agreement.

7.2      DISCLAIMERS. ANY AND ALL SOFTWARE, TECHNOLOGY, SERVICES, CONTENT, OR
         INFORMATION PROVIDED BY EITHER PARTY TO THE OTHER HEREUNDER IS PROVIDED
         'AS IS,' WITHOUT WARRANTY OF ANY KIND. EACH PARTY DISCLAIMS ALL
         WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE
         IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
         PURPOSE, TITLE AND NONINFRINGEMENT, WITH RESPECT TO ANY SOFTWARE,
         TECHNOLOGY, SERVICES, CONTENT, OR INFORMATION PROVIDED HEREUNDER.

                      Microsoft Confidential & Proprietary

                                                                              14

8.       INDEMNITY

8.1      Indemnity by Akamai. Akamai shall, at its expense and Microsoft's
         request, defend any claim or action brought by a third party against
         Microsoft, or Microsoft's affiliates, directors, or officers, to the
         extent it is based upon a claim involving the Akamai Services and/or
         the Akamai Web Site, including without limitation any claim that any
         Akamai Services or any Content included in or uploaded to the Akamai
         Web Site infringes or violates any copyright, patent, trademark, trade
         secret, right of publicity, or other intellectual property, proprietary
         or contractual right of a third party (all such claims or actions being
         referred to hereinafter as 'Akamai Claims'), and Akamai will indemnify
         and hold Microsoft harmless from and against any costs, damages and
         fees reasonably incurred by Microsoft, including but not limited to
         fees of outside attorneys and other professionals, that are
         attributable to such Akamai Claims; provided, however, that Microsoft
         shall: (a) provide Akamai reasonably prompt notice in writing of any
         such Akamai Claims and permit Akamai, through counsel chosen by Akamai,
         to answer and defend and have exclusive control over, subject to
         Section 8.2, the answer and defense of such Akamai Claims; and (b)
         provide the entity defending such claim information, assistance and
         authority, at such entity's expense, to help defend such Akamai Claims.
         Akamai will not be responsible for any settlement made by Microsoft
         without Akamai's written permission, which permission will not be
         unreasonably withheld or delayed. Reasonable withholding of permission
         may be based upon, among other factors, editorial and business
         concerns. Akamai will consult with Microsoft on Akamai's choice of
         counsel under this Section 8.1. In the event Microsoft receives any
         Akamai Claim or Microsoft has reason to believe it may be subject to
         any Akamai Claim, Microsoft shall be entitled, upon written notice to
         Akamai, to suspend performance under this Agreement with respect to the
         applicable Akamai Service(s), Akamai Web Site or Content thereon until
         Akamai has taken steps to Microsoft's reasonable satisfaction in order
         to address the alleged infringement. If Akamai does not take
         satisfactory steps to address the alleged infringement within ten (10)
         days after Microsoft delivers such a notice of suspension, then
         Microsoft in its discretion may terminate this Agreement upon written
         notice to Akamai and such termination shall be deemed to be a
         termination for cause for purposes of Section 9.

8.2      Settlement by Akamai. Unless Akamai obtains for Microsoft a complete
         release of all Akamai Claims thereunder, Akamai may not settle any
         Akamai Claim under Section 8.1 on Microsoft's behalf without first
         obtaining Microsoft's written permission, which permission will not be
         unreasonably withheld or delayed. Reasonable withholding of permission
         may be based upon, among other factors, the ability for Microsoft to
         ship any product. In the event Akamai and Microsoft agree to settle an
         Akamai Claim, both parties agree not to disclose terms of the
         settlement without first obtaining the other party's written
         permission, which will not be unreasonably withheld or delayed.

8.3      Indemnification by Microsoft. Microsoft shall, at its expense and
         Akamai's request, defend any claim or action brought by a third party
         against Akamai, or Akamai's affiliates, directors, or officers, to the
         extent it is based upon a claim relating to Microsoft's promotion of
         any Akamai Services or Microsoft's promotional activities regarding the
         Broadband Streaming Initiative (all such claims or actions being
         referred to hereinafter as 'Microsoft

                      Microsoft Confidential & Proprietary

                                                                              15

         Claims'), and Microsoft will indemnify and hold Akamai harmless from
         and against any costs, damages and fees reasonably incurred by Akamai,
         including but not limited to fees of outside attorneys and other
         professionals, that are attributable to such Microsoft Claims;
         provided, however, that Akamai shall: (a) provide Microsoft reasonably
         prompt notice in writing of any such Microsoft Claims and permit
         Microsoft, through counsel chosen by Microsoft, to answer and defend
         and have exclusive control, subject to Section 8.4, over the answer and
         defense of such Microsoft Claims; and (b) provide Microsoft such claim
         information, assistance and authority, at Microsoft's expense, to help
         defend such Microsoft Claims. Microsoft will not be responsible for any
         settlement made by Akamai without Microsoft's written permission, which
         permission will not be unreasonably withheld or delayed. Reasonable
         withholding of permission may be based upon, among other factors,
         editorial and business concerns. In the event Akamai receives any
         Microsoft Claim or Akamai has reason to believe it may be subject to
         any Microsoft Claim, Akamai shall be entitled, upon written notice to
         Microsoft, to suspend performance under this Agreement with respect to
         the applicable obligations of Akamai under Section until Microsoft has
         taken steps to Akamai's reasonable satisfaction in order to address the
         alleged infringement. If Microsoft does not take satisfactory steps to
         address the alleged infringement within ten (10) days after Akamai
         delivers such a notice of suspension, then Akamai in its discretion may
         terminate this Agreement upon written notice to Microsoft and such
         termination shall be deemed to be a termination for cause for purposes
         of Section 9.

8.4      Settlement by Microsoft. Unless Microsoft obtains for Akamai a complete
         release of all Microsoft Claims thereunder, Microsoft may not settle
         any Microsoft Claim under Section 8.3 on Akamai's behalf without first
         obtaining Akamai's written permission, which permission will not be
         unreasonably withheld or delayed. Reasonable withholding of permission
         may be based upon, among other factors, the ability for Akamai to
         provide any Akamai Services. In the event Microsoft and Akamai agree to
         settle a Microsoft Claim, both parties agree not to disclose terms of
         the settlement without first obtaining the other party's written
         permission, which will not be unreasonably withheld or delayed.


9.       TERMINATION

9.1      Termination By Either Party. Either party may suspend performance
         and/or terminate this Agreement only as expressly provided elsewhere in
         this Agreement or:

         (a)      Immediately upon written notice at any time, if the other
                  party is in material breach of any material warranty, term,
                  condition or covenant of this Agreement, other than those
                  contained in Section 6, and fails to cure that breach within
                  thirty (30) days after written notice thereof; or

         (b)      Immediately upon written notice at any time, if the other
                  party is in material breach of Section 6.

                      Microsoft Confidential & Proprietary

                                                                              16

9.2      Effect of Termination.

         (a)      Neither party shall be liable to the other for damages of any
                  sort resulting solely from terminating this Agreement in
                  accordance with its terms.

         (b)      Termination of this Agreement shall not affect any other
                  agreement between the parties.

         (c)      Should either Akamai or Microsoft terminate for cause pursuant
                  to Section 8.1, 8.3, 9.1(a), or 9.1(b), neither party shall
                  have any further obligations to the other under Sections
                  2.1-2.5, Section 3.1-3.5, or Section 4, with the exception
                  that Microsoft shall be entitled to require Akamai to refund
                  the portion of the total Network Credits Fee Amount then
                  having been prepaid by Microsoft and not (as of the
                  termination date) used to provide Akamai Services or other
                  services for the parties and purposes specified in Section 2.1
                  and Exhibit A. Alternatively, in the event Microsoft
                  terminates this Agreement for cause pursuant to Section 8.1,
                  9.1(a) or 9.1(b), Microsoft may elect in its sole discretion
                  to retain and use, in accordance with the Network Credits
                  roll-over and expiration schedule set forth in Section 3.2(c),
                  any prepaid Network Credits Fee Amount then having been paid
                  by Microsoft and which has not been recouped via use of such
                  prepaid Networks Credits Fee Amount still outstanding as of
                  the date of termination. Without limiting the generality of
                  the foregoing, Microsoft will have no obligation following
                  termination of this Agreement to make any additional payments
                  or provide any further services to Akamai under Section 2 of
                  this Agreement, and, except as provided above, Akamai shall
                  have no obligation following termination of this Agreement to
                  provide any further services to Microsoft or any ICP.

9.3      Survival. In the event of termination or expiration of this Agreement
         for any reason, Sections 1, 2.6, 3.6 and 5-11 shall survive termination
         and continue in effect in accordance with their terms.


10.      LIMITATION OF LIABILITIES

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT OR THE USE OF
OR INABILITY TO USE THE MICROSOFT SOFTWARE OR EITHER PARTY'S CONFIDENTIAL
INFORMATION, CONTENT, OR SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

THIS SECTION SHALL NOT APPLY TO SECTION 6 (REGARDING CONFIDENTIALITY), NOR TO
THE INDEMNITY OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS AS PROVIDED IN
SECTION 8 OF THIS AGREEMENT.

                      Microsoft Confidential & Proprietary

                                                                              17

11.      GENERAL PROVISIONS

11.1     Notices. All notices and requests in connection with this Agreement
         shall be deemed given as of the day they are received either by
         messenger, delivery service, or in the United States of America mails,
         postage prepaid, certified or registered, return receipt requested. Any
         such notices to Akamai should be sent to the address set forth in the
         Initial Definitions Table on the first page of this Agreement, and sent
         to the attention of the Akamai Contact named in such Initial
         Definitions Table or to such other address as a party may designate
         pursuant to this notice provision. Any such notices to Microsoft should
         be addressed as follows:


         ADDRESS:                             
         Microsoft Corporation
         One Microsoft Way
         Redmond, WA  98052-6399
         Attention: Patty Jackson
         Phone:   (425) 882-8080
         Fax:     (425) 936-7329
         COPY TO: LAW AND CORPORATE AFFAIRS
         Microsoft Corporation
         One Microsoft Way
         Redmond, WA  98052-6399
         
         Attention:  Law & Corporate Affairs
         Phone:   (425) 882-8080
         Fax:     (425) 936-7409

11.2     Independent Parties. Nothing in this Agreement shall be construed as
         creating an employer-employee relationship, an agency relationship, a
         partnership, or a joint venture between the parties.

11.3     Governing Law. This Agreement will be governed by the laws of the State
         of Washington, without reference to the conflict of law principles
         thereof. Any action or litigation concerning this Agreement brought by
         Akamai will take place exclusively in the federal or state courts in
         King County, Washington. Any action or litigation concerning this
         Agreement brought by Microsoft will take place exclusively in the
         federal or state courts in Boston, Massachusetts. The parties expressly
         consent to jurisdiction of and venue in the courts specified in the
         foregoing sentences and waive all defenses of lack of personal
         jurisdiction and forum non conveniens with respect to such courts. Each
         party hereby agrees to service of process by mail or other method
         acceptable under the laws of the State of Washington.

11.4     Attorneys' Fees. In any action or suit to enforce any right or remedy
         under this Agreement or to interpret any provision of this Agreement,
         the prevailing party shall be entitled to recover its costs, including
         reasonable attorneys' fees.

                      Microsoft Confidential & Proprietary

                                                                              18

11.5     Dispute Resolution Procedures Related to Meeting Performance Criteria.
         In the event a dispute between Akamai and Microsoft arises under
         Section 2.5 of the Agreement, the parties shall attempt to settle such
         dispute through consultation and negotiation between the responsible
         Microsoft contact and Akamai contact in good faith and a spirit of
         mutual cooperation. If the respective contacts are unable to resolve
         the dispute, it shall be referred to a conflict resolution committee
         comprised of one representative designated by each party. Except where
         prevented from doing so by the matter in dispute, the parties agree to
         continue performing their obligations under this Agreement while any
         good faith dispute is being resolved unless and until such obligations
         are terminated by the termination or expiration of any project or this
         Agreement.

11.6     Assignment. This Agreement and any rights or obligations hereunder may
         not be assigned by either party (including without limitation via
         merger, stock purchase, a sale of substantially all assets, or
         otherwise by operation of law) without the other party's prior written
         approval, which approval will not be unreasonably withheld or delayed.
         Any attempted assignment, sub-license, transfer, encumbrance or other
         disposal which has not been so approved will be void and will
         constitute a material default and breach of this Agreement for which
         the non-breaching party may terminate this Agreement in accordance with
         Section 9.1. Except as otherwise provided, this Agreement will be
         binding upon and inure to the benefit of the parties' successors and
         lawful assigns.

11.7     Force Majeure. Neither party shall be liable to the other under this
         Agreement for any delay or failure to perform its obligations under
         this Agreement if such delay or failure arises from any cause(s) beyond
         such party's reasonable control, including by way of example labor
         disputes, strikes, acts of God, floods, fire, lightning, utility or
         communications failures, earthquakes, vandalism, war, acts of
         terrorism, riots, insurrections, embargoes, or laws, regulations or
         orders of any governmental entity.

11.8     Construction. If for any reason a court of competent jurisdiction finds
         any provision of this Agreement, or portion thereof, to be
         unenforceable, that provision of the Agreement will be enforced to the
         maximum extent permissible so as to effect the intent of the parties,
         and the remainder of this Agreement will continue in full force and
         effect. Failure by either party to enforce any provision of this
         Agreement will not be deemed a waiver of future enforcement of that or
         any other provision. This Agreement has been negotiated by the parties
         and their respective counsel and will be interpreted fairly in
         accordance with its terms and without any strict construction in favor
         of or against either party.

11.9     Execution in Counterparts and by Facsimile. This Agreement may be
         executed in one or more counterparts, each of which will be deemed an
         original, but all of which together will constitute one and the same
         instrument. A facsimile copy of a signed counterpart shall be treated
         the same as a signed original.

11.10    Entire Agreement. This Agreement does not constitute an offer by
         Microsoft and it shall not be effective until signed by both parties.
         This Agreement constitutes the entire agreement between the parties
         with respect to the subject matter hereof and merges all prior

                      Microsoft Confidential & Proprietary

                                                                              19

         and contemporaneous communications. It shall not be modified except by
         a written agreement dated subsequent to the date of this Agreement and
         signed on behalf of Akamai and Microsoft by their respective duly
         authorized representatives.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date written above.



MICROSOFT CORPORATION                       AKAMAI TECHNOLOGIES, INC.


By:                                         By:
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Name (print):                               Name (print):
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Title:                                      Title:
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Date:                                       Date:
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                      Microsoft Confidential & Proprietary

                                                                              20

                                    EXHIBIT A

                           AKAMAI SERVICES GUIDELINES


1.       Approval of Program Participants

         Subject to the restrictions and limitations contained in the Agreement,
Microsoft shall have sole discretion regarding the designation of Broadband
Streaming Initiative ICP Participants and allocation of Network Credits for use
by such entities and/or Microsoft's internal use under this Agreement. Microsoft
shall make reasonable efforts to provide Network Credits to shared customers
that Akamai recommends for the Broadband Streaming Initiative. In no event shall
either party provide any of the other party's Confidential Information to any
customer or prospective customer except with such other party's express written
approval. Microsoft shall notify Akamai from time to time in writing of approved
Broadband Streaming Initiative ICP Participants, the particular Akamai Services
to be used by each such entity pursuant to this Agreement, and the approved
allocation of Network Credits among such entities and Microsoft (if applicable),
and a copy of the standard Akamai Services agreement as executed by such
participant. Microsoft and Akamai will cooperate in good faith following the
Effective Date to develop and implement operational procedures to coordinate the
use of Network Credits in accordance with this Agreement.

2.       Terms of Service

         Notwithstanding anything to the contrary in the foregoing paragraph or
elsewhere in this Agreement, the relationship between Akamai and any Broadband
Streaming Initiative ICP Participant or any Microsoft participating ISP shall be
separate from Akamai's relationship with Microsoft and Akamai shall have the
right to choose, in its sole discretion, not to do business with any ISP or any
Broadband Streaming Initiative ICP Participant, or to refuse to provide Akamai
Services to any Broadband Streaming Initiative ICP Participants or to take steps
to prevent any Content from being routed to, passed through or stored on or
within the Akamai Network if Akamai determines in its sole discretion that such
Content is inappropriate or unacceptable. Akamai shall enter into a separate
agreement in a timely manner with each Broadband Streaming Initiative ICP
Participant to which Akamai intends to provide Akamai Services pursuant to this
Agreement and any ISP designated by Microsoft pursuant to Section 3.2(b), and
Akamai shall perform all such Akamai Services in a manner as mutually agreed
upon by Akamai and each such Broadband Streaming Initiative ICP Participant or,
as appropriate, each such ISP. Akamai shall be solely responsible for all
services it provides to Broadband Streaming Initiative ICP Participants,
including without limitation the Akamai Services, and for enforcing the terms of
any services or other agreements it enters into with Broadband Streaming
Initiative ICP Participants or ISPs.

         At Microsoft's sole discretion, Akamai may perform Akamai Services for
Microsoft acting on behalf of a Broadband Streaming Initiative ICP Participant,
in which event such provision of Akamai Services shall be subject to the terms
of this Agreement and any further services agreement that Microsoft and Akamai
may mutually agree upon.

                      Microsoft Confidential & Proprietary

                                                                              21

            CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH
        THE SECURITIES AND EXCHANGE COMMISSION. ASTERISK DENOTE OMISSION.

3.       Rate Schedule

         In applying Network Credits under this Agreement for Microsoft's
internal use or provision to Broadband Streaming Initiative ICP Participants,
Akamai will calculate use of Network Credits on the basis of the lower of (a)
[**] of Akamai's standard retail list price (without regard to or adjustment for
any volume discounts), subject to Akamai's standard payment terms and conditions
and pricing methodology, and (b) [**] from time to time [**] by [**] group in
connection with this Agreement.

                      Microsoft Confidential & Proprietary

                                                                              22

                                    EXHIBIT B

                          GET WINDOWS MEDIA(TM) PLAYER
                              LINK LOGO GUIDELINES

Get Windows Media(TM) Player logo usage instructions

To put the logo and link on your Web site, follow these easy steps:

         1.       Read our policy below on using the Get Windows Media Player
                  logo.

         2.       Copy the Get Windows Media Player logo.gif file image to your
                  desktop.

                  [GRAPHIC OMITTED] 

                  [GRAPHIC OMITTED]

         3.       Move the Get Windows Media Player logo .gif file from your
                  desktop to your Web server. 4. Insert the following HTML code
                  on your Web page. Be sure to point the (IMG SRC) to the
                  location of the Get Windows Media Player logo .gif file on
                  your server:

                  (BR)(CENTER)
                  (AHREF='http://www.microsoft.com/windows/mediaplayer/download
                  /default.asp')
                  (IMG SRC='type path to logo image here' WIDTH='65' HEIGHT='57'
                  BORDER='0' 
                  ALT='Get Windows Media Player' VSPACE='7')(/A)
                  (/CENTER)(BR)

         5.       You can modify this HTML code to fit your formatting as long
                  as you follow the guidelines outlined below.

         Get Windows Media(TM) Player logo usage guidelines

1.       Except as Microsoft may authorize elsewhere, non-Microsoft Web sites
         may display only the Get Windows Media(TM) Player logo provided above
         ('Logo'). By downloading the Logo to your Web site, you agree to be
         bound by these Policies. 

2.       You may only display the Logo on your Web site, and not in any other
         manner. It must always be an active link to the download page for the
         Windows Media Player at
         http://www.microsoft.com/windows/mediaplayer/download/default.asp. 

3.       The Logo GIF image includes the words 'Get Windows Media Player'
         describing the significance of the Logo on your site (that the Logo is
         a link to the download page for the Microsoft Windows Media Player, not
         an endorsement of your site). You may not remove or alter any element
         of the Logo. 

4.       The Logo may be displayed only on Web pages that make accurate
         references to Microsoft or its products or services or as otherwise
         authorized by Microsoft. Your Web page title and other trademarks and
         logos must appear at least as prominently as the Logo. You may not
         display the Logo in any manner that implies sponsorship, endorsement,
         or license by Microsoft except as expressly authorized by Microsoft. 

5.       The Logo must appear by itself, with a minimum spacing (30 pixels)
         between each side of the Logo and other distinctive graphic or textual
         elements on your page. The Logo may not be displayed as a feature or
         design element of any other logo.

                      Microsoft Confidential & Proprietary

                                                                              23

6.       You may not alter the Logo in any manner, including size, proportions,
         colors, elements, or animate, morph, or otherwise distort its
         perspective or appearance, except in the event expressly authorized by
         Microsoft. 

7.       You may not display the Logo on any site that infringes any Microsoft
         intellectual property or other rights, or violates any state, federal,
         or international law. 

8.       These Policies do not grant a license or any other right to Microsoft's
         logos or trademarks. Microsoft reserves the right at its sole
         discretion to terminate or modify permission to display the Logo at any
         time. Microsoft reserves the right to take action against any use that
         does not conform to these Policies, infringes any Microsoft
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9.       MICROSOFT DISCLAIMS ANY WARRANTIES THAT MAY BE EXPRESS OR IMPLIED BY
         LAW REGARDING THE LOGO, INCLUDING WARRANTIES AGAINST INFRINGEMENT.

(C)1999 Microsoft Corporation.  All rights reserved.  Terms of Use.

                      Microsoft Confidential & Proprietary

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