Distribution, License and Alliance Agreement - Compaq Computer Corp. and NetZero Inc.


                     DISTRIBUTION, LICENSE AND ALLIANCE AGREEMENT

This Distribution, License and Alliance Agreement (the "Agreement") between 
Compaq Computer Corporation, with its principal business office at 20555 S.H. 
240, Houston, Texas 77070, a Delaware corporation ("Compaq"), and NetZero, 
Inc., with its principal business office at 3835 R. East Thousand Oaks 
Blvd, Suite 338, Westlake Vilage, California 91362, a California corporation 
("NETZERO"), is made effective as of this 30th day of April, 1999.  Compaq 
and NetZero are sometimes referred to individually as a "Party," and 
collectively as the "Parties."

                                       RECITALS

     WHEREAS, Compaq and NetZero wish to enter into a business alliance to, 
among other things, market, promote and offer NetZero branded Internet access 
service (the "NetZero ISP Service") which shall be free to the Compaq enduser 
at the time the Licensed Product associated with such service is distributed 
with the Presario Product Line.

     WHEREAS, Compaq and NetZero each acknowledge that the keys to developing 
the desired program are a good faith commitment to solve business and 
operational issues through open communication and a willingness to employ 
flexible procedures to address any such issues which may arise during the 
performance of this Agreement.

     NOW, THEREFORE, AND IN CONSIDERATION of the foregoing premises and for 
other good and valuable consideration, the receipt and sufficiency of which 
is hereby acknowledged, the Parties agree as follows:

1.0  PURPOSE

     The intent of the  Parties is to work together to allow Compaq to market,
     offer and distribute the Licensed Product on the Presario Product Line
     commencing with the 2C Product Run (the "Products") during the term of this
     Agreement with the goal and purpose of consumer adoption of the NetZero ISP
     Service by purchasers of the Products. Compaq and NetZero agree to work
     together to understand the demands on an ISP service that could be made by
     Compaq customers and identify what may be required by both parties to
     anticipate and handle such demands.

2.0  WORK EFFORT

     This Agreement shall describe:

     a)   the terms and conditions under which Compaq shall have the right and
          obligation to distribute the Licensed Product and Compaq's marketing
          obligations in connection with the distribution of the Licensed
          Products,

     b)   the license terms by which such distribution rights are granted,

     c)   the parties' obligations as they relate to the development, testing
          and integration of the Licensed Product to allow the Licensed Product 
          to be 



          bundled or shipped with the Products  shipped during the term of
          this Agreement (the  Products which are shipped with or which
          incorporate the Licensed Product pursuant to this Agreement are
          referred to herein as the "Combined Products"), and 

     d)   Compaq's ability to designate an initial start page from Alta Vista
          solely for the Compaq enduser who uses the Licensed Product on the
          Combined Products.

2.1  DISTRIBUTION; EXCLUSIVITY; PROMINENCE

     a)   Commencing with the 2C Run and during the term of this Agreement,
          Compaq shall distribute the Licensed Product with all the Products to
          enable purchasers of the Products to choose and sign-up to NetZero as
          their free ISP.   The parties agree that, as soon as technically
          feasible and subject to NetZero's Licensed Product passing quality
          assurance testing and integration issues as discussed more fully
          below, the Licensed Product shall be incorporated into the Products in
          the same manner as Compaq incorporates the AOL and Compaq branded ISP
          offerings.

     b)   NetZero agrees that it shall not enter into an agreement with any
          other personal computer manufacturer to permit such manufacturer to
          distribute or combine in any manner the Licensed Product in
          conjunction with the personal computers of such manufacturer where
          such distribution takes place during the period commencing June 1,
          1999 and ending February 28, 2000 (the "Exclusivity Period").  In
          addition, NetZero agrees not to enter into an agreement with any of
          Compaq's authorized dealers for the Products to permit such retailers
          to distribute copies of the Licensed Product where such distribution
          takes place in North America during the Exclusivity Period.

     c)   Compaq agrees that it shall not distribute during the Exclusivity
          Period, or enter into any agreement permitting a third party to
          distribute during the Exclusivity Period, Products bundled or combined
          in any manner with any Free ISP Service (including any service offered
          by Compaq) other than the Licensed Product, excluding (i) Compaq may
          offer America Online as a Free ISP Service if required to by AOL and
          (ii) Compaq may sell Products to  or in support of Affinity Partners.
          The phrase "Free ISP Service" for the purpose of this Agreement shall
          mean any internet access service, including a service offered or
          provided by Compaq, which requires the purchaser of such service to
          pay less than five dollars ($5.00) per month, excluding any free
          limited trial period of three (3) months or less.  The intention of
          the foregoing is to make NetZero the exclusive Free ISP on the
          Products.

     d)   If America Online commences offering a Free ISP Service on or in
          connection with the Products, then neither party shall be bound by the
          restrictions set forth in Sections 2.1(b) and 2.1(c) above.   In
          addition, NetZero will have the option to terminate the restrictions
          on both Parties set forth in Sections 2.1(b) and 2.1(c) above if the
          conversion rate for the Licensed Product on the Combined Products is
          less than twenty percent (20%) during the Measurement Period
          determined as follows.  The 

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          conversion rate shall mean the percentage of purchasers of Combined 
          Products who subscribe to the NetZero ISP Service as determined 
          during a particular period.  Compaq shall prepare weekly summaries 
          of Combined Product sales to end-users which shall contain such 
          information as shall be mutually acceptable to the Parties but 
          which must, at a minimum, provide NetZero with enough information 
          to determine how many Combined Products were sold to end-users in a 
          particular week and what percentage of the purchasers of such 
          Combined Products subscribed to the NetZero ISP Service.  The 
          Parties shall review the conversion rate on a weekly basis and, if 
          the conversion rate for the Combined Products in the 3C run during 
          August 1999 is less than 20%, the Parties shall meet to mutually 
          determine what additional methods should be implemented to increase 
          the conversion rate and shall use commercially reasonable efforts 
          to implement such methods during the month of September.  If the 
          conversion rate during the first two weeks of the month of October, 
          1999 (the "Measurement Period") is not at least 20%, then NetZero 
          shall thereafter have the option to terminate the restrictions on 
          both Parties (but not just on one Party) in Sections 2.1(b) and 
          2.1(c) above effective upon the delivery of written notice to 
          Compaq.

     e)   To the extent the Licensed Product is required to be distributed with
          Products pursuant to this Agreement, the NetZero ISP Service offering
          shall be prominently displayed on screen as well as in marketing
          materials in a manner which shall be mutually agreed to between the
          Parties but which shall, subject to (i) Compaq's contractual
          restrictions set forth below with respect to AOL and (ii) Compaq's
          right to be displayed more prominently  than AOL, result in the 
          NetZero ISP Service being the most prominently displayed ISP service.
          NetZero acknowledges that America Online is a business partner with
          Compaq in providing Internet access and that Compaq is subject to
          certain pre-existing contractual relationships with America Online
          which may result in AOL being displayed more prominently in accordance
          with such preexisting contractual obligations.  However, at a minimum,
          NetZero shall have at least  equal space with the most prominently
          displayed ISP offering (and in no event less than 1/3 of the page)  on
          the first  page that displays  either the Compaq or the  AOL Internet
          access offers on the Products, an example of which is  graphically
          shown on Schedule 2.1(e)(1) attached hereto.  The content in such
          space shall be provided by NetZero, and shall be subject to Compaq's
          approval and such approval shall not be unreasonably withheld.  With
          respect to the button (or any replacement button) on such page that
          prompts the user to "Next" in the experience, such button may either
          take the user to the NetZero sign up, will complete the registration
          process (which shall not include any  ISP sign-up offers), or to
          another page that will have NetZero and Compaq as the only brands from
          which to choose.  Such page will provide equal prominence to the Net
          Zero and Compaq offerings.  The  desktop shall also include an icon
          for the NetZero ISP service which will launch to the Licensed Product.
          Until web-based registration is available 

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          from NetZero enabling the end-user to launch NetZero from the page 
          referenced above, acceptance of the NetZero service on such page 
          shall guide the end-user to the site or icon through mutually 
          acceptable instructions.

2.2  DEVELOPMENT, TESTING AND TECHNICAL REQUIREMENTS

     a)   Compaq and NetZero agree to work together in the development, testing,
          and integration of the current and future versions of the Licensed
          Product, as may be made available  during the Term of this Agreement. 
          The  intent of the development effort will be to make the Licensed
          Product available in a manner to optimize distribution with the retail
          marketing cycles of the Product.

     b)   The work effort shall consist of two phases. The first phase shall be
          to test, validate, and reproduce the NetZero 1.6.x version of the
          Licensed Product so it can be distributed with the Products in the
          form of a CD in the box.  The second phase will be the integration of
          the Licensed Product into the Compaq Out of Box Experience ("OoBE")
          for the 3C Run and the other distributions during the Term of this
          Agreement. This integration is intended to be implemented by
          incorporating the Licensed Product into the Products in the same
          manner other ISP Services are incorporated into the Products
          (including web-based registration when available), subject to the
          Licensed Product meeting reasonable technical specifications in
          accordance with reasonable timelines related to the 3C Run required to
          meet the retail marketing cycles.

     PHASE 1

     Compaq and NetZero shall work together to test and qualify the NetZero
     version 1.6.x of the Licensed Product. In order for 
     Compaq to be obligated to include the Licensed Product in the Products, the
     Licensed Product when included with a Product must meet the following basic
     quality standards:  (i) it must allow a customer who has purchased a
     Product to load the Licensed Product from a CD, (ii) the CD shall install
     the program either through an auto load or by providing writing
     instructions on how to install the program,  (i.e. insert disk, click on
     the Windows Start key, click on Run, etc),  and (iii) shall not cause any
     of the Compaq standard features or functions of the  Product  to fail or
     cease to function.

     The parties shall work together to ensure that the Licensed Product or any
     of its Updates, Enhancements, Modifications or Versions shall not cause any
     of the features or functions of the Product to fail or cease to function. 
     To the extent that NetZero is not having to respond to a security or other
     critical customer care issue relating to the NetZero ISP Service, NetZero
     shall be required to provide Compaq with advance notice of any changes to
     the Licensed Product by email to specified individuals within Compaq and
     Compaq shall have the opportunity to test all such Updates, Enhancements,
     Modifications and Versions to ensure they function properly with the
     Products.  The Parties understand that NetZero will effect changes to the
     Licensed Product on a regular basis and that it is important 

                                       4


     for Compaq to test promptly.  Compaq agrees to perform testing within 48 
     hours of delivery of the changes.  If at any point in the testing of a 
     Licensed Product or any Update, Modification, Enhancement or Version, 
     Compaq determines that there is a material problem attributable to the 
     Licensed Product that would prevent the Licensed Product from achieving 
     basic quality standards, Compaq shall not have an obligation to ship the 
     Licensed Product, until such time as the material problems are cured. 
     NetZero shall be immediately notified in writing and the Parties shall 
     use their commercially reasonable efforts to resolve the issue as 
     expeditiously as possible.  NetZero acknowledges that if there is a 
     functionality problem in the Licensed Product (other than a problem 
     attributable to the Product, any change to the Products or any other 
     third party software included in the Product) which causes it to fail to 
     achieve basic quality standards, and if the parties use commercially 
     reasonable efforts to resolve the same after written notice and a thirty 
     (30) day period to cure, either party may terminate this Agreement by 
     delivering written notice to the other.   The Parties agree that 
     termination is a last resort and agree to work together to make the 
     project a success

     PHASE 2 

     Compaq and NetZero will complete and mutually agree to the Deliverables,
     test plans, development process, defect reporting and correction process
     and other technical delivery and acceptance requirements to complete Phase
     2, which shall be more fully described in a Schedule 2.2 to be attached to
     this Agreement.   Compaq and NetZero agree that within ten (10) working
     days of execution of this Agreement, they shall engage to complete this 
     Schedule.   The failure of the parties to engage and complete  the 
     Schedule shall not be a breach of this Agreement.  One of the purposes of
     this Schedule is to ensure the Parties do not miss the deliverable dates.

     Compaq and NetZero shall consider the following as guidelines when
     developing the requirements:

     a.   process to develop, test and certify the Licensed Product, and to 
          integrate the Licensed Product with the Product.

     b.   required resources for both parties to certify that the NetZero
          product shall meet Compaq quality and technical requirements

     c.   establish a process for on-going updating and incorporation of the
          Licensed Product into the Product.

     d.   a sign-up process, so that the enduser may only have to enter their
          information a single time. 

     e.   the process for receipt of Gold Master and error correction.

2.3  DEFAULT START PAGE & ADVANTAGE WINDOW; DISPLAY OF COMPETITOR ADS

     a)   Compaq and NetZero agree that during the Term of this Agreement that
          the designated default start page for the Licensed Products on the
          Combined Products (the "Default Start Page") shall be the AltaVista
          start page, and Compaq shall be responsible for procuring all rights
          required to 

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          enable and permit NetZero to implement the same.  Compaq shall have 
          the right to determine at Compaq's sole discretion that the Default 
          Start Page shall no longer be an AltaVista start page.  To ensure a 
          smooth transition for the consumer, Compaq shall provide reasonable 
          notice of its intent that the Default Start Page shall no longer be 
          an AltaVista start page.  In the event that Compaq chooses not to 
          use an AltaVista start page as the Default Start Page NetZero shall 
          be entitled to replace the Default Start Page with such other start 
          page as it selects, it being understood that NetZero may be 
          contractually limited in its choices

     b)   NetZero agrees that within the Advantage Window that Compaq shall be
          provided an area in which a "Q" button or link designed with a Q
          symbol shall be displayed. The prominence shall, at a minimum, be as
          set forth in Schedule 2.3. This link shall be directed to a Compaq
          site currently designated as "My Presario."  Compaq shall within five
          (5) working days of execution of this Agreement provide NetZero with
          the appropriate URL for the Default Start Page, as well as for the
          graphic for the "Q." 

     c)   NetZero agrees that during the Term of this Agreement it shall not
          display ads of other personal computer manufacturers in the Advantage
          Window on the Combined Product as a result of the user accessing a
          Compaq URL.

     The Advantage Window is a persistent window, which is controlled and
     maintained by NetZero and which, among other features, is used to display
     advertisements.  Compaq acknowledges that NetZero shall determine the
     function, look, and feel of such window.   NetZero and Compaq agree to
     coordinate to minimize material inconsistencies between the icons and the
     functionality of the buttons on the keyboard and in the Advantage Window,
     although the parties understand that there will be some inconsistencies. 
     The Advantage Window is displayed only when the Compaq enduser is logging
     on or actively logged onto the Internet.

2.4  SERVICE AND SUPPORT

     Within five (5) days of the execution of this Agreement, the Parties shall
     mutually agree to a service and support schedule, which will be attached
     hereto as Schedule 2.4.  The failure of the parties to prepare and attach a
     Schedule shall not be deemed to be a breach of this Agreement.  In the
     event a Schedule is not attached NetZero agrees that the level of service
     and support provided to a purchaser of Combined Products using NetZero's
     ISP Service shall be at least the same level as provided to other users of
     the NetZero ISP Service.

2.5  EQUITY INVESTMENT

     The Parties acknowledge that they are currently in negotiations for Compaq
     to participate in an equity investment in NetZero.  Compaq agrees to
     promptly perform its necessary due diligence and to sign a definitive
     agreement within ten (10) days of the date hereof.  Failure to execute such
     agreement shall give NetZero the option to cancel this Agreement.

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2.6  MARKETING

     Compaq agrees to advertise and promote the NetZero ISP Service through its
     retail channels.  Compaq and NetZero agree to the Schedule attached hereto
     as Schedule 2.6 and agree to create additional Marketing Schedules for each
     product cycle to describe the marketing plans and marketing materials to
     implement the same which shall then be attached hereto as Schedule 2.6. 
     The failure of the parties to attach and prepare a Schedule shall not be
     deemed a breach of this Agreement.

     The parties shall consider the following as guidelines for the Marketing
     Schedule

          1.   Reference to this Agreement,

          2.   Product cycle that the market Addendum is in support of,

          3.   Description of the promotion,

          4.   Technical development or modifications if any required,

          5.   Reliance on NetZero for implementation if required,

          6.   Perceived impact or change on current level of service or 
               obligations being provided by either party, 

          7.   Required Deliverables if any; 

          8.   Schedule for implementation;

          9.   Party's Executive that will be approving the Marketing 
               Addendum. 

     Each party shall be provided with reasonable advance written notice to
     approve, which approval shall not be unreasonably withheld, any marketing
     materials which such party intends to use that references the other party's
     trademarks or services or products.

2.7  FORECASTING

     The parties acknowledge that analysis of the timing of Product sales by
     geographic region and the accurate forecasting of consumer acceptance of
     the NetZero ISP Service will be critical in ensuring the quality of the
     consumer experience.  The parties agree to work together in good faith to
     develop procedures and processes to anticipate and ameliorate issues caused
     by periodic increases in customer demand.

2.8  TECHNOLOGY REVIEW BOARD

     It is NetZero's current intention to establish a Technology Review Board
     ("TRB") for the purpose of implementing this Agreement. Upon establishment
     of the TRB, NetZero shall invite Compaq to sit on and participate as a
     non-voting member of the TRB. 

2.9  PAYMENT OF EXPENSES

     Compaq agrees to source and to pay the cost and expenses of a CD to be
     placed in the Products during the 2C Run.  The expenses Compaq shall pay
     are a CD (four color), a feature guide,/brochure (8.5"x10", four colors/2
     sides), bar code label, packaging material and kitting process.

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     Compaq may invoice NetZero fifty thousand dollars ($50,000) for expenses
     incurred by Compaq for providing CDs in the Products.

     NetZero agrees to provide Compaq with all artwork for the CD, packaging
     material and feature guide/brochure in a format which can be used by a
     commercial replicator. The packaging material and feature guide/brochure
     shall be subject to Compaq approval, which  approval  shall not be
     unreasonably withheld.

     The parties acknowledge that any additional cost for mutually agreed to
     marketing collateral or promotional activities shall be described in a
     Marketing  Schedule and approved in writing by an authorized executive of
     the parties.

3.0  DEFINITIONS. 

     Unless the context clearly requires otherwise or unless otherwise defined
     herein, the capitalized terms used within CONTRACT DOCUMENTS shall have the
     same meaning as ascribed to the terms below.

     a.   2C Run shall mean the Product distribution by Compaq commencing in May
          1999 and ending in September 1999.

     b.   3C Run shall mean the Product distribution by Compaq commencing in 
          August 1999 and ending in December 1999. 

     c.   Affinity Partner shall mean a group or company which provides unique
          products or services on or in conjunction with the Products, and which
          unique products or services are not made generally available on all of
          the models of the Products so as to materially impair the purposes of
          this Agreement.   To be able to receive such product or services the
          enduser must be a customer of the group or company sponsoring the
          program.  Affinity Partners shall not include any group or company
          that is a retailer, a dealer  or provider of Internet access services.
          The Licensed Products shall be included on the Products when such
          inclusion is not inconsistent with the objectives of the Affinity
          Partner.  An example of an Affinity Partner is FreePC.

     d.   Advantage Window - as defined in Section 2.3.

     e.   Presario Product Line - shall mean the Compaq Presario branded
          personal computers which include a Microsoft Windows 98 or successor
          operating system, or any successor, additional line or replacement
          line of personal computers which are designated for the consumer
          market and which include a Microsoft 98 or successor operating system.

     f.   Licensed Product(s) shall mean the Executable Code and Object Code
          which comprise the Advantage Window and the underlying client
          component programs that form the basis of that portion of the NetZero
          ISP Service to be installed on the Products pursuant to this
          Agreement, and which incorporate the NetZero trademarks (including
          name and logo).

     g.   CODE- shall mean computer-programming instructions. Unless
          specifically stated otherwise, Code shall include Executable Code,
          Object Code, and 

                                       8


          any Maintenance Modifications or Enhancements in existence from 
          time to time during a relevant Work Effort.

               (1)  EXECUTABLE CODE - shall mean Code that loads and executes 
                    without further processing by a software compiler or linker.

               (2)  OBJECT CODE - shall mean the Code that results when Source 
                    Code is processed by a software compiler, but is not 
                    Executable Code.

               (3)  SOURCE CODE - shall mean the human-readable form of the 
                    Code and related system documentation, including all 
                    comments and any procedural language. 

               (4)  COMPAQ CODE, NETZERO CODE, OR THIRD-PARTY CODE - shall 
                    mean Code in which Compaq, NetZero, or another, 
                    respectively owns the copyrights and other intellectual 
                    property rights or  otherwise has sufficient 
                    authorization to grant or assert rights in such Code. 

     h.   CONTRACT DOCUMENTS - shall mean this Agreement, and its attachments,
          any schedules, attachments or addenda referred to in Work Effort, and
          any amendments to the foregoing in effect from time to time during the
          term or terms of the applicable Contract Documents.

     i.   DELIVERABLES - shall mean any Materials which result from performance
          under the Work Effort and which are required to be delivered by virtue
          of their description or specification in the Work Effort. 

     j.   DOCUMENTATION - shall mean user manuals and other written materials
          that relate to Documentation shall include any Maintenance
          Modifications or Enhancements to such Documentation in existence from
          time to time during the term of the Work Effort, and shall include new
          Versions of such Documentation.

     k.   ENHANCEMENTS - shall mean changes or additions, other than Maintenance
          Modifications, to Code and related Documentation, including all new
          releases, that improve functions, add new functions, or improve
          performance by changes in system design or coding. 

     l.   MODIFICATIONS - shall mean any modifications or revisions, other than
          Enhancements, to Licensed Product or Documentation that correct errors
          or provide other incidental corrections.

     m.   MATERIALS- shall mean Code, Documentation, other written materials or
          tangible media, including machine-readable media with Code or
          Documentation recorded thereon, hardware, or any combination of the
          foregoing.

     n.   SUBSIDIARY- shall mean a corporation, company or other entity (1) more
          than fifty percent (50%) of whose outstanding shares or securities
          (representing the right to vote for the election of directors or other
          managing authority) are, or (2) which does not have outstanding shares
          or securities, as may be the case in a partnership, joint venture or
          unincorporated association, but more than fifty percent (50%) of whose
          ownership interest representing the right to make the decisions for
          such 

                                       9


          corporation, company or other entity is, now or hereafter, owned
          or controlled, directly or indirectly, by a party hereto. However,
          such corporation, company or other entity shall be deemed to be a 
          SUBSIDIARY only so long as such ownership or control exists. 

     o.   VERSION - shall mean Derivative Works that result from changes or
          additions to Code and related Documentation that (1) provide
          additional value and utility and, as a practical matter, may be priced
          and offered separately as optional additions to the Code and
          Documentation, or (2) are not made available without separate charge. 

     p.   COMPAQ - shall mean Compaq Computer Corporation. operating by and
          through its Consumer Products Group 

     q.   NETZERO - shall mean NetZero and any of its Subsidiaries. 

4.0  LICENSE GRANTS

     4.1  NetZero grants to Compaq, for the term of this Agreement, a
          non-exclusive, non-transferable, worldwide (except as set forth
          herein) license to use the Licensed Products with or in the Products
          (but only in conjunction with NetZero logo and trademarks) and to
          market, sublicense and distribute, electronically or otherwise, the
          Licensed Products and Upgrades of Licensed Products with or in the
          Products, all in accordance with the intent of, and pursuant to the
          terms of, this Agreement.  As used herein, the term "use" includes the
          right to make, have made, use, have used, copy, reproduce, perform,
          display,  and distribute the Licensed Products.

          NetZero further grants to Compaq a non-exclusive, non-transferable
          worldwide (except as set forth herein) license to publicly perform and
          publicly display the Licensed Products at trade shows, exhibitions,
          and to prospective Customers. 

     4.2  Compaq may distribute and sublicense the Licensed Products only in
          conjunction with the Products, and to third party contractors used by
          Compaq to install, configure and otherwise adapt and prepare the
          Licensed Products for distribution with the Products.  Compaq will not
          alter, reverse-engineer, decompile, or disassemble the Licensed
          Products without the written consent of NetZero. 

     4.3  NetZero and Compaq hereby grant to each other a non-exclusive,
          non-transferable, worldwide right to use the other's trademarks, trade
          names and logos in connection with marketing and distributing the
          Licensed Products in conjunction with the Products.  Each party's
          usual trademark guidelines, including any third party licensed
          programs shall apply to the use of the marks.   Each party will use
          commercially reasonable efforts to avoid any action that diminishes
          the value of such marks.

     4.4  NetZero has and shall retain all rights of ownership, or rights to
          license in and to the Licensed Product and all copies thereof provided
          to or created 

                                       10


          by Compaq under this Agreement, any and all Modifications, and 
          derivative works thereof and the Intellectual Property Rights 
          embodied therein and related thereto.  No right or license to 
          Compaq, except as specifically set forth herein, shall be implied.

     4.5  NetZero hereby grants to Compaq a non-exclusive, non-transferable,
          royalty-free worldwide right and license to modify only in respect to
          visual and formatting changes, without any change in substantive
          content and in the following manner:  (1) use, copy, modify,
          nationalize, translate and reproduce the Documentation; (2) have the
          Documentation copied, modified, nationalized, translated and
          reproduced;  (3) merge the Documentation with other materials, as
          necessary, to meet Compaq's form factor and /or packaging
          requirements; and (4) distribute the Documentation in any manner in
          connection with Licensed Products, including, without limitation,
          eye-readable and/or machine readable form.  It is understood that
          NetZero is the sole owner of the Documentation.

5.0  COMPENSATION

     NetZero will compensate Compaq by providing Compaq with the right to
     utilize up to 10% of the advertising inventory of the banner portion of the
     Advantage Window displayed on the Combined Products ("Ad Inventory") during
     the term of this Agreement.  The allocation of such inventory shall be
     determined on a weekly basis and the failure to utilize such inventory
     shall result in the loss of the same.   Compaq may utilize the banner
     portion of the Advantage window for its own internal ads, ads for a Compaq
     retailer, Compaq partners, direct sells by Compaq, placement of the Ad
     Inventory with a third party or other manner which is consistent with the
     process by which NetZero sells or monetizes the remaining NetZero ninety
     percent (90%) of the banner portion of the Advantage Window displayed on
     the Combined Products.  In the event that Compaq desires to utilize URL
     targeting, it shall inform NetZero of the same.  While NetZero shall use
     commercially reasonable efforts to permit Compaq to utilize URL targeting,
     Compaq's ability to utilize the same shall be in all respects limited to
     any existing or future arrangements, contracts or programs of NetZero
     relating to the utilization of URL targeted marketing or the protection
     therefrom, and the technical limitations associated with the provisioning
     of URL targeted marketing.

     If Compaq desires to sell its allocation through demographic or other
     targeting to specific groups, NetZero agrees to assist Compaq and to
     provide Compaq with up to 10% of the Ad inventory associated with a
     particular group that Compaq wishes to target.  NetZero agrees to use
     commercially reasonable efforts to accommodate Compaq's request to help
     place any unsold or unused portions of Compaq's allocation.   Compaq and
     NetZero agree to discuss a process by which NetZero would assist Compaq in
     being able to maximize the ability to use the targeting advertising ability
     within the Advantage Window to obtain a high ad rate.

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6.0  REPORTS;  DEMOGRAPHIC DATA 

     Unless otherwise provided and to the extent agreed to by the Parties, the
     Project Manager of one party shall provide to the Project Manager of the
     other party monthly written progress reports for such Work Effort
     specifying the current work progress level and identifying any problems
     that have been resolved and any problems that are unresolved, along with a
     projected date of resolution. The Project Managers shall also notify the
     appropriate executives in writing at the earliest possible time of any
     factor, event or anticipated event that may affect the ability to meet the
     requirements of the Work Effort, including changes in the assignment of its
     key employees, strikes and labor unrest, or unavailability of critical
     resources. The issuance of such a notice shall not excuse the Party from
     any default or performance obligation, unless the other Party consents.

     Except as provided below and excluding personal identifying information,
     NetZero agrees to provide Compaq on a weekly basis with  the demographic
     and consumer data  which NetZero collects during registration and compiles
     from its subscribers who utilize the Combined Products for the sole purpose
     of enabling Compaq to better target advertising opportunities to NetZero's
     subscribers.    Compaq agrees that such data is proprietary to NetZero and
     in no event shall Compaq disclose, analyze, compile, sell or otherwise use
     such data for any other purpose; provided, however, the foregoing shall not
     be interpreted to limit Compaq's rights to the information it derives from
     Compaq's registration and support process.  Furthermore, NetZero's
     obligation to provide such data and Compaq's use of such  data shall be
     subject in all respects to, and shall comply with, all current and future
     applicable laws, rules, regulations and orders regarding the collection,
     retention, use, dissemination and confidentiality of such  data,  and to
     all current and future policies and procedures of NetZero regarding the
     same.

7.0  CONFIDENTIALITY AND INFORMATION EXCHANGE

     a.   EXCHANGE  It is the intention of Compaq and NetZero to transfer and/or
          exchange information as may be essential for completing the Work
          Effort under this Agreement and to explore other business
          relationships between the parties. Such information may be disclosed
          in oral, visual, or written form (including magnetic media).  The
          obligations of the parties regarding confidentiality under this
          Agreement and the Work Effort entered into by the parties pursuant to
          the Agreement shall be governed by the Confidentiality and
          Nondisclosure Agreement between the parties  with an effective date of
          February 2, 1999 or any renewals thereof.

     b.   DISCLOSURE TO OTHERS  Neither party shall, without the prior written
          authorization of the other party, disclose to any third-party the
          terms and conditions of these CONTRACT DOCUMENTS, except as may be
          necessary to establish or assert rights hereunder, or as may be
          required by law or governmental regulations.  The parties agree that
          this Agreement may be disclosed to potential investors in NetZero and
          their agents (including underwriters, brokers, attorneys and
          accountants), and may be disclosed in filings with the Securities
          Exchange Commission.  As 

                                       12


          one purpose of this Agreement is to publicize the relationship 
          created by this Agreement, it is the Parties intention to effect 
          press releases and to create marketing materials regarding the 
          distribution of the Licensed Product by Compaq.  The Parties agree 
          to coordinate their efforts in this regard, and all press releases 
          shall be upon mutual agreement of the Parties  and such approval 
          shall not be unreasonably withheld...

8.0  INTERNATIONAL ISSUES

     The NetZero ISP Service is not available outside of the United States and
     is not available in Hawaii or Alaska.  Compaq, however, may be distributing
     Combined Products in such states as well as in Puerto Rico and Canada. 
     Compaq agrees that the rights hereunder extend only to distribution of the
     Licensed Product in the United States, Canada and Puerto Rico.   To the 
     extent the Combined Product are distributed in jurisdictions where NetZero
     does not provide the NetZero ISP Service, the Parties agree to indicate so
     in a manner as to not confuse the consumer.

9.0  WARRANTIES, DISCLAIMERS, AND LIMITS ON LIABILITY 

     9.1  NetZero warrants that:

          1.   It has the right to grant the licenses granted to Compaq in this
               Agreement.

          2.   It has not made and will not make any commitments to any third 
               party inconsistent with or in derogation of the rights and 
               licenses granted to Compaq and that it is free of any 
               obligation that would prevent it from entering into this 
               Agreement or performing its obligations hereunder.

          3.   To NetZero's knowledge, the Licensed Products and/or their use 
               and distribution alone and/or in combination with Products 
               will not infringe any patent, copyright, trade secret, 
               trademark or any other legal or equitable rights of any third 
               party.

     9.2  Compaq warrants that:

          1.   It has the right to grant the rights granted to NetZero in 
               this Agreement.

          2.   Except as specifically set forth herein, It has not made and 
               will not make any commitments to any third party inconsistent 
               with or in derogation of the rights and licenses granted to 
               NetZero and that it is free of any obligation that would 
               prevent it from entering into this Agreement or performing its 
               obligations hereunder.

          3.   To Compaq's knowledge, the Products and/or their use and 
               distribution alone and/or in combination with the Products 
               will not infringe any patent, copyright, trade secret, 
               trademark or any other legal or equitable rights of any third 
               party.

                                       13


     9.3  THE WARRANTIES STATED HEREIN ARE EXPRESSLY IN LIEU OF ALL OTHER
          WARRANTIES, AND UNLESS OTHERWISE EXPRESSLY STATED HEREIN, NEITHER
          PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
          NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR
          FITNESS FOR A PARTICULAR PURPOSE.

     9.4  Each party shall indemnify, defend and hold the other  (and its
          officers and  employees) harmless against all suits, actions, costs,
          expenses, damages, settlements, judgments, and all other liabilities
          resulting from claims by third parties that, with respect to Compaq,
          the Products and with respect to NetZero the Licensed Products (or
          their marketing, distribution, combination or use as allowed by this
          Agreement) infringe any United States patent, copyright, trade secret,
          trademark, or any other proprietary rights., The foregoing indemnity
          shall not apply to the extent the claim is based on the manner in
          which the parties have incorporated their products together. NetZero
          shall indemnify, defend and hold Compaq (and its officers and
          employees) harmless against all suits, actions, costs, expenses,
          damages, settlements, judgments, and all other liabilities resulting
          from claims by third parties that the collection or use of information
          about NetZero's subscribers by NetZero violates any privacy or other
          right of such subscriber.  Compaq shall indemnify, defend and hold
          NetZero (and its officers and  employees) harmless against all suits,
          actions, costs, expenses, damages, settlements, judgments, and all
          other liabilities resulting from claims by third parties that the use
          of information about NetZero's subscribers by Compaq violates any
          privacy or other right of such subscriber.  Each party shall promptly
          notify the other in writing when it becomes aware of any claim upon
          which a request for indemnity may be made hereunder, provided that the
          failure to give such notice shall only constitute a waiver of an
          indemnified party's rights hereunder to the extent the indemnifying
          party is materially prejudiced by the failure to promptly provide such
          notice.  The indemnifying party shall assume and thereafter have
          control of any suit involving such claim and any settlement
          negotiations.  The indemnifying party shall promptly pay any such
          settlement or final judgment entered against the indemnified party. 
          If a court determines that a Licensed Product or a Product, as the
          case may be, or any part thereof, infringes any United States patent,
          copyright, trade secret, trademark or other right covered by this
          indemnity, and the sale or use of the Licensed Product or the Product,
          as the case may be, or any part thereof, is, as a result, enjoined,
          then the indemnifying party may, at its option and expense (but in
          addition to its obligations above): (i) procure for the other the
          right under such patent, copyright, trade secret, trademark or other
          right to sell or use as appropriate, the Licensed Product or Product
          or such parts thereof; (ii) replace the Licensed Product or Product,
          or parts thereof, with other suitable, functionally equivalent and
          non-infringing product or parts; or (iii) suitably modify the Licensed
          Product or Product or parts thereof.

                                       14


     9.5  EXCEPT FOR THE UNAUTHORIZED USE OF A PARTY'S PROPRIETARY RIGHTS
          HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
          INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,
          INCLUDING LOST PROFITS, ARISING OUT OR RESULTING FROM THIS AGREEMENT
          EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
          DAMAGES.  THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR
          OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY
          SOUNDS IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER THEORY OF LEGAL
          LIABILITY.

10.0 TERM AND TERMINATION OF AGREEMENT

     10.1 Unless earlier terminated as provided below, the term of this
          Agreement shall be for one (1) year from the date of execution of this
          Agreement.   At either Party's request, the Parties shall commence
          meeting prior to the end of the term to determine whether to extend
          the term of this Agreement.

     10.2 If either party hereto materially breaches any of the terms and
          conditions of this Agreement, the other party may give written notice
          to the defaulting party specifying the actions or omissions which
          constitute a breach of this Agreement, and in the event that any
          breach so indicated shall not be remedied by the defaulting party
          within thirty (30) days after such notice, the party not in default
          may by further written notice to the defaulting party terminate this
          Agreement, and, except as expressly provided otherwise in this
          Agreement, this Agreement and all the rights herein granted shall
          terminate five (5) days after date of mailing of such notice of
          termination.  Failure of either party to so terminate this Agreement
          due to a breach on the part of the other party shall not prejudice its
          rights to terminate for a subsequent breach by the other.

     10.3 All sublicenses granted to Customers under this Agreement, and all
          obligations with respect thereto set forth in Sections, 4 and 9 shall
          survive the expiration or termination of this Agreement. Thereafter,
          Compaq agrees to return or destroy all additional copies of the
          Licensed Software in its possession and to make no further use of
          NetZero's trademarks or trade names.

     10.4 Upon termination or otherwise, neither party shall have an obligation
          to reimburse the other for any expenses or costs incurred by such
          party in performing hereunder.    Any costs or expenses incurred by
          either party in connection with performing under this Agreement shall,
          unless otherwise expressly provided herein, be at that party's sole
          risk and based upon its own independent business judgment.

                                       15


11.0 MISCELLANEOUS

     11.1 The licenses granted herein by NetZero to Compaq shall automatically
          extend to include Compaq Subsidiaries and affiliates (other than
          AltaVista) owned or controlled by Compaq, and Compaq's contractors and
          consultants, but only to the extent necessary to fulfill the specific
          intent of this Agreement..  This Agreement may be assigned or
          transferred to and shall be binding upon and inure to the benefit of
          any corporation or other legal entity with which NetZero or Compaq may
          be merged or consolidated, or to the assignee of the entire assets of
          either party to which this Agreement relates.  Except as allowed by
          the foregoing, this Agreement shall not be assignable without the
          prior written consent of the other party.

     11.2 Neither party is the legal representative or agent of the other, nor
          shall either party have the right or authority to assume, create, or
          incur any liability or any obligation of any kind, expressed or
          implied, against, or in the name of or on behalf of the other party.

     11.3 The parties understand and acknowledge that they may be subject to
          regulation by agencies of the U.S. government, including the U.S.
          Department of Commerce, which prohibit export or diversion of certain
          products and technology to certain countries.  Any and all obligations
          of the parties shall be subject in all respects to such United States
          laws and regulations as may apply to the Licensed Products, their use,
          distribution, and the like, which may include the Export
          Administration Act of 1979, as amended, any successor legislation, and
          the Export Administration Regulations issued by the Department of
          Commerce.  Upon Compaq's request, NetZero shall immediately and fully
          cooperate with Compaq in properly identifying and classifying the
          Licensed Products according to U.S. Department of Commerce coding
          conventions.

     11.4 Any and all written notices, communications and deliveries between
          NetZero and Compaq with reference to this Agreement shall be deemed
          made two days following deposit with the US Postal Service if sent by
          registered or certified mail, or one day following deposit with a
          reputable overnight courier for overnight delivery to the respective
          address of the other party (or such other address as a party may
          designate by written notice) as follows:

          In the case of Compaq      Compaq Computer Corporation
                                     20555 SH 249
                                     Houston, Texas 77070
                                     Attn:  Software Commodity Manager
                                     Corporate Procurement MS060217

                                       16


          In the case of NetZero:    3835 R. East Thousand Oaks Blvd, Suite 338
                                     Westlake Village, California 91362
                                     Attn: Chief Executive Officer;
                                     General Counsel


     11.5 THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH
          THE LAWS OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICTS OF LAW
          RULES WHICH MIGHT REFER TO THE LAWS OF ANOTHER JURISDICTION.

     11.6 The section headings appearing in this Agreement are inserted only as
          a matter of convenience and in no way define, limit, construe or
          describe the scope or intent of a section, nor in any way affect this
          Agreement.

     11.7 This Agreement sets forth the entire agreement and understanding of
          the parties relating to the subject matter contained herein, and
          merges all prior discussions and agreements between them.  Neither
          party shall be bound by any definition, condition, warranty or
          representation other than as expressly set forth in this Agreement or
          its Schedules, or as subsequently set forth in writing signed by an
          authorized representative of the party to be bound thereby.  Nothing
          in any invoice, order acknowledgment, or other document of NetZero or
          Compaq shall affect, alter or modify the terms and conditions in this
          Agreement unless signed as provided in the preceding sentence.  The
          provisions in any Schedule subsequently attached to this Agreement
          shall have no legal effect and shall not be deemed to be incorporated
          herein unless signed by authorized representatives of both Parties to
          this Agreement.  Authorized representatives of NetZero for the
          purposes of the foregoing are the Chief Executive Officer, President
          and Chief Financial Officer.

     11.8 In the event that any terms or conditions within this Agreement
          conflict with any Schedule, this Agreement shall take precedence.

                                       17


12.0 SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by
their authorized representatives.


COMPAQ COMPUTER CORPORATION               NETZERO, INC.



Signature /s/ Michael J. Larson           Signature /s/ Mark R. Goldston
         --------------------------                --------------------------
Name:  Michael J. Larson                  Name:  Mark R. Goldston

Title:  GM & V.P. Consumer                Title:     Chairman & CEO
        Products Group

Date                                      Date
    -------------------------------           -------------------------------


                                       18





        Amendment No. 1 to Distribution, License and Alliance Agreement       

This Amendment No. 1 (the "Amendment") to that certain Distribution, License 
and Alliance Agreement dated April 30, 1999 (the "Agreement") between Compaq 
Computer Corporation, with its principal business office at 20555 S.H. 240, 
Houston, Texas 77070, a Delaware corporation ("Compaq"), and NetZero, Inc., 
with its principal business office at 2555 Townsgate Road, Westlake Village, 
CA 91361, a California corporation ("NetZero"), is made effective as of the 
26th day of August, 1999.   Compaq and NetZero are sometimes referred to 
individually as a "Party," and collectively as the "Parties."  Defined terms 
not otherwise defined herein shall have the meaning ascribed to such terms in 
the Agreement.


                                    RECITALS                                  

     WHEREAS, Compaq and NetZero are parties to the Agreement and desire to 
amend the Agreement to provide NetZero with the ability to designate the 
start page on the Products and to enter into a revenue sharing agreement with 
respect to proceeds received by NetZero from such start page; 

     NOW, THEREFORE, AND IN CONSIDERATION of the foregoing premises and for 
other good and valuable consideration, the receipt and sufficiency of which 
is hereby acknowledged, the Parties agree as follows:

1.  Section 2.3(a) of the Agreement is hereby deleted in its entirety and 
replaced with the following:

     a) Compaq and NetZero agree, commencing as soon as practicable following 
     the date of this Amendment and during the remainder of the Term of this 
     Agreement, that the designated default start page for the Licensed 
     Product on the Combined Products (the "Default Start Page") shall no 
     longer be AltaVista but shall be a start page or the start pages 
     determined by NetZero.  NetZero shall be responsible for procuring all 
     rights required to enable and permit NetZero to implement the Default 
     Start Page.  NetZero agrees to pay Compaq two cents ($.02) each time a 
     user of the Combined Products logs on to the NetZero ISP Service and is 
     displayed the Default Start Page ("Start Page Payments") during the Term
     of this Agreement. Within thirty (30) days following the end of each month
     during which this Agreement is in effect NetZero shall deliver to Compaq
     a summary of Start Page Payments and shall concurrently therewith deliver
     a check to Compaq for the Start Page Payments for such month.  NetZero
     shall maintain records regarding all Start Page Payments and shall provide 
     Compaq with reasonable audit rights with respect to the same.  Audit
     rights may be exercised on no more than three (3) occasions and on at least
     five (5) days written notice.  Any audit will be performed, at NetZero's
     option, by a Compaq representative or by a nationally recognized accounting
     firm acceptable to both parties.  The individuals performing the audit
     shall be bound by a customary form of confidentiality agreement with 
     NetZero.  The terms and conditions of any transactions regarding the 
     Default Start Page shall be considered confidential information of NetZero.
     Compaq shall be responsible for the costs of the audit 


                                       1



     unless the audit reveals underpayments by NetZero in excess of 5%, in
     which event NetZero shall be responsible for such audit costs. 

2.  The parties acknowledge that the Agreement and this Amendment shall only 
apply to the United States, Canada and Puerto Rico.

3.  Except as specifically set forth in this Amendment, the Agreement shall 
be unaffected and shall remain in full force and effect.  This Amendment is 
incorporated into the Agreement as if set forth therein. 

    IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement 
by their authorized representatives.


COMPAQ COMPUTER CORPORATION                   NETZERO, INC.

Signature  /s/ Michael J. Larson              Signature  /s/ Charles S. Hilliard
          ------------------------------                 -----------------------
Name:  Michael J. Larson                      Name:  Charles S. Hilliard
       ---------------------------------             ---------------------------
Title: GM & V.P. Consumer Products Group      Title: SVP and CFO
       ---------------------------------             ---------------------------
Date:             8/27/99                     Date:        8/29/99
       ---------------------------------             ---------------------------


                                       2




 TYPE:  EX-23.2
 SEQUENCE:  7
 DESCRIPTION:  EXHIBIT 23.2




                                                               EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the use in this registration statement on Form S-1 
of our report dated July 28, 1999, except for Note 13, as to which the date 
is September 22, 1999, relating to the financial statements of NetZero, Inc. 
which appear in such registration statement. We also consent to the reference 
to us under the heading "Experts" in such registration statement.

/s/  PricewaterhouseCoopers LLP

Woodland Hills, California
September 22, 1999