Interactive Marketing Agreement - ICQ Inc. and VarsityBooks.com Inc.


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                                  CONFIDENTIAL
                         INTERACTIVE MARKETING AGREEMENT

        This Interactive Marketing Agreement (the "Agreement"), dated as of
December 22 1999 (the "Effective Date"), is between ICQ, Inc. ("ICQ"), a
Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166, and
Varsitybooks.com Inc. ("Marketing Partner" or "MP"), a Delaware corporation,
with offices at 2020 K Street, N.W. 6th Floor Washington, D.C. 20006. ICQ and MP
may be referred to individually as a "Party" and collectively as the "Parties."

                                  INTRODUCTION

        ICQ and MP each desires to enter into an interactive marketing
relationship whereby ICQ will promote and distribute an interactive site
referred to (and further defined) herein as the Affiliated MP Site and services
related thereto. This relationship is further described below and is subject to
the terms and conditions set forth in this Agreement. Defined terms used but not
defined in the body of the Agreement will be as defined on Exhibit B attached
hereto.

                                      TERMS

1.      PROMOTION, DISTRIBUTION AND MARKETING.

        1.1.   ICQ PROMOTION OF MP AREAS. ICQ will provide MP with the
               Promotions described herein in the areas specified in Exhibit A.
               Subject to MP's reasonable approval, ICQ will have the right to
               fulfill its promotional commitments with respect to any of the
               foregoing by providing MP comparable promotional placements in
               appropriate alternative areas of the ICQ Network so long as such
               alternative areas have demographic and audience reach comparable
               to the ICQ Service . In addition, if ICQ is unable to deliver any
               particular Promotion, ICQ will work with MP to provide MP, as its
               sole remedy, a comparable promotional placement. ICQ reserves the
               right to redesign or modify the organization, structure, Look and
               Feel navigation and other elements of any part of the ICQ Network
               at any time, including without limitation, by adding or deleting
               channels, subchannels and/or screens and/or making fundamental
               changes to the look and feel, navigation or other elements of the
               ICQ Service. In the event such modifications materially and
               adversely affect any specific Promotion, ICQ will work with MP to
               provide MP, as its sole remedy, a comparable promotional
               placement. Except to the extent expressly described herein
               (including but not limited to in Exhibit A), the exact form,
               placement, integration and nature of such Promotions shall be
               determined by ICQ in it's reasonable editorial discretion. As
               used throughout this Agreement, the phrases "comparable
               promotional placements" or "comparable promotions" shall mean
               placements which are of comparable overall value, to be
               determined based on a variety of factors, including size,
               quality, type (e.g., integrated or banner), location (i.e., page
               or screen and the subject matter thereof), demographically
               targeted relevance, and audience reach (taking into account the
               targeted nature of the placement). The Parties agree that
               comparable placements for integrated promotional placements shall
               be other integrated placements.

        1.2.   IMPRESSIONS COMMITMENT. During the Term, ICQ shall deliver
               Impressions to MP through the Promotions, as described on Exhibit
               A (the "Impressions Commitment"). With respect to the Impressions
               targets specified on Exhibit A, ICQ will not be obligated to
               provide in excess of any Impressions target amounts in any year.
               In the event ICQ provides an excess of any annual Impressions
               target amounts in any year, the Impressions target for the
               subsequent year will be reduced by the amount of such windfall.
               Any shortfall in Impressions at the end of a year will not be
               deemed a breach of the Agreement by ICQ; instead such shortfall
               will be added to the Impressions target for the subsequent year.
               In the event there is (or will be in ICQ's reasonable judgment) a
               shortfall in Impressions as of the end of the Initial Term (a
               "Final Shortfall"), ICQ will

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               provide MP, with advertising placements through "run of service"
               advertising on the ICQ Network which have a total value, based on
               the advertising rate applicable to this Agreement, equal to the
               value of the Final Shortfall (determined by multiplying the
               percentage of Impressions that were not delivered by the
               guaranteed payment attributable for such promotions provided for
               below).

        1.3.   INTEGRATED PROMOTIONAL PLACEMENTS. In addition to the Impressions
               described above, MP shall receive integrated Promotions within
               the ICQ Service, as more fully described on Exhibit A attached
               hereto (the "Integrated Placements"). Except to the extent
               expressly described herein, such integration into the ICQ Service
               shall be subject to standard ICQ policies on partner integration.
               Except to the extent expressly described herein, the exact form,
               placement, integration and nature of such Promotions shall be
               determined by ICQ in it's reasonable editorial discretion.

        1.4.   CONTENT OF PROMOTIONS WITHIN THE ICQ NETWORK. Promotions for MP
               will link only to the MP Areas and will promote only the MP
               Services described on Exhibit D attached hereto (and shall not
               promote any third party or any Interactive Service). The specific
               MP Content to be contained within the Promotions (including,
               without limitation, text within the advertising banners and
               contextual promotions residing within the ICQ Network (the "Promo
               Content")) will be determined by MP, subject to ICQ's technical
               limitations, the terms of this Agreement and ICQ's
               then-applicable policies relating to advertising and promotions
               (and, in the case of the Integrated Placements, subject also to
               the terms of Sections 1.3 and 2.1). MP will submit in advance to
               ICQ for its review semiannually an online marketing plan with
               respect to the Integrated Placements. The Parties will meet in
               person or by telephone at least monthly to review operations and
               performance hereunder, including a review of the Promo Content to
               mutually agree if there are improvements that can be made to
               enhance performance. MP will consistently update the Promo
               Content on a regular basis. Except to the extent expressly
               described herein, the specific form, placement, duration and
               nature of the Promotions will be as determined by ICQ in its
               reasonable editorial discretion (consistent with the editorial
               composition of the applicable screens).

        1.5    MP PROMOTION OF MP AREAS AND ICQ. MP will provide ICQ with the
               promotions provided for on Exhibit C attached hereto. MP will not
               implement or authorize any promotion similar in any respect
               (including, without limitation, in scope, purpose, amount,
               prominence or regularity) to the promotion required or provided
               pursuant to Exhibit C for any other Interactive Service.

2.      MP AREAS.

        2.1    AFFILIATED MP SITE; CONTENT OF MP AREAS. MP will create a
               customized, cobranded version of MP's primary Interactive Site to
               be linked to the ICQ Network for the purpose of marketing and
               promoting the sale of Products (the "Affiliated MP Site"). Except
               as mutually agreed in writing by the Parties or as otherwise set
               forth in this Agreement, the only products or services offered on
               the Affiliated MP Sites or included within the Promo Content
               (collectively the "MP Areas") will be the MP Products described
               on Exhibit D. In addition, the Affiliated MP Sites shall comply
               with the ICQ cobranding requirements set forth on Exhibit D. The
               MP Areas will not in any respect, (i) except as expressly
               permitted under this Agreement, promote, advertise, market or
               distribute the products, services or content of any other
               Interactive Service, or (ii) otherwise provide promotions,
               advertisements, products or services which violate ICQ's
               then-standard advertising or other policies, any third party
               copyright, trademark, US patent, or any other third party right,
               including without limitation, any music performance or related
               music right, or any law, rule or regulation.

        2.2    PRODUCTION WORK. Except as agreed to in writing by the Parties
               pursuant to the "Production Work" section of the Standard Online
               Commerce Terms & Conditions

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               attached hereto as Exhibit F, MP will be responsible for all
               production work and maintenance associated with the MP Areas,
               including all related costs and expenses. ICQ will be responsible
               for all operations and other support necessary to display the
               Promo Content and otherwise meet its obligations under this
               Agreement at no additional charge to MP.

        2.3    HOSTING; COMMUNICATIONS. As described more fully in Exhibit E, MP
               will be responsible for all communications, hosting and
               connectivity costs and expenses associated with the Affiliated MP
               Sites. MP will bear responsibility for the implementation,
               management and cost of the Affiliated MP Site. MP will utilize a
               dedicated high speed connection to maintain transport of
               information to and from the MP data center and ICQ's designated
               data center.

        2.4    TECHNOLOGY. MP will take commercially reasonable steps necessary
               to conform its promotion and sale of Services through the MP
               Areas to the then-existing technologies identified by ICQ (with
               reasonable advance notice to MP) which are optimized for the ICQ
               Service. ICQ will be entitled to require reasonable changes to
               the Content (including, without limitation, the features or
               functionality) within any linked pages of the MP Areas to the
               extent such Content will, in ICQ's good faith judgment, adversely
               affect any operational aspect of the ICQ Network. ICQ reserves
               the right to review and test the MP Areas from time to time to
               determine whether the site is compatible with ICQ's
               then-available ICQ client and host software and the ICQ Network.

        2.5    SERVICE OFFERING. MP will include in the MP Areas substantially
               similar Services and other Content (including, without
               limitation, any features, offers, contests, functionality or
               technology) that are then made available by or on behalf of MP
               through any Additional MP Channel, except to the extent any such
               Services or other Content are (i) subject to exclusive,
               proprietary or other preferential obligations in favor of third
               parties and such obligations cannot be reasonably duplicated for
               ICQ or for which generally comparable benefits for ICQ Users
               cannot be provided for ICQ, or (ii) are otherwise prohibited from
               inclusion in the MP Areas pursuant to this Agreement; provided,
               however, that (i) such inclusion will not be required where it is
               commercially or technically impractical to either Party (i.e.,
               inclusion would cause either Party to incur substantial
               incremental costs or cause a breach of another agreement); and
               (ii) the specific changes in scope, nature and/or offerings
               required by such inclusion will be subject to the terms of this
               Agreement.

        2.6    PRICING AND TERMS. The prices, terms and conditions for Services
               in the MP Areas shall be (i) no less favorable in any respect
               than the prices, terms and conditions for the Services or
               substantially similar Services offered by or on behalf of MP
               through any Additional MP Channel (other than non-permanent
               special offers offered through Additional MP Channels other than
               www.varsitybooks.com, that cannot be reasonably duplicated for
               ICQ Users) and (ii) in the aggregate generally competitive with
               similarly situated Section 3.5 Entities in the same market space.

        2.7    EXCLUSIVE OFFERS/USER BENEFITS. MP will (a) provide through the
               MP Areas special promotions that are generally comparable to
               promotions made available by or on behalf of MP through any
               Additional MP Channel to the extent MP's agreements with third
               parties permit it to do so; and (b) provide through the MP Areas
               on a regular basis special promotions or other unique programming
               and services exclusively available to ICQ Users (collectively,
               the "Special Promotions"). Through such Special Promotions, MP
               will be eligible for promotions in addition to the Promotions
               described on Exhibit A. In the event that MP conducts a promotion
               with another Interactive Service, MP will make available to ICQ
               Users a Special Promotion providing a similar discount or benefit
               to ICQ Users. MP will provide ICQ with reasonable prior notice of
               Special Promotions so that ICQ can market the availability of
               such Special Promotions in the manner ICQ deems appropriate in
               its editorial discretion.

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        2.8    OPERATING SUPPORT AND STANDARDS. ICQ will provide MP with the
               operational support described on Exhibit E. The MP Areas shall
               comply at all times with the standards and specifications set
               forth in Exhibit E. To the extent site standards are not
               established in Exhibit E with respect to any aspect or portion of
               the MP Areas (or the Services or other Content contained
               therein), MP will provide such aspect or portion at a level of
               accuracy, quality, completeness, and timeliness which meets or
               exceeds prevailing standards in the college textbook industry. In
               the event MP fails to comply with the requirements of Exhibit E
               attached hereto, (a) ICQ will have the right, as its sole remedy,
               to decrease the Promotions it provides to MP until such time as
               MP corrects its non-compliance (and in such event, ICQ will be
               relieved of the proportionate amount of any promotional
               commitment and/or cease any such integrated placements made to MP
               by ICQ hereunder corresponding to such decrease in promotion).
               Notwithstanding the foregoing, ICQ shall have the right to
               terminate this Agreement in the event that the Affiliated MP Site
               is non-operational for fourteen (14) days (counted in the
               aggregate) during any six (6) month period.

        2.9    TRAFFIC FLOW. It is the Parties' mutual intention to work
               together and take reasonable efforts to keep ICQ Network traffic
               either within the MP Areas or channeled back into the ICQ
               Network. The Parties will work together on implementing mutually
               acceptable links from the MP Areas back to the ICQ Network.

3       ICQ EXCLUSIVITY OBLIGATIONS.

        3.1    During the term specified in Section 3.6 below, MP will be the
               Exclusive College-Targeted Commerce Partner on the ICQ Service
               and ICQ.com. .

        3.2    During the term specified in Section 3.6 below, MP will be the
                                                promoted on the ICQ Service and
               ICQ.com.

        3.3    During the term specified in Section 3.6 below, ICQ may enter
               into arrangements with an entity except any of the Section 3.5
               Entities            on the ICQ Service and ICQ.com, provided 
               that no such third party may (during such term)               .

        3.4    During the term specified in Section 3.6 below, MP will be ICQ's
               exclusive college marketing channel. Under this provision, MP
               will be the exclusive promoter, advertiser, marketer and
               distributor of the ICQ Service and ICQ.com (other than ICQ
               itself) on U.S. college campuses; provided, however, that this
               provision shall not apply                         .

        3.5    The "Section 3.5 Entities" are:         .

        3.6    The exclusivity obligations set forth in Sections 3.1, 3.2, 3.3
               and 3.4 (subject to Section C of Exhibit C) above will commence
               upon the Effective Date and continue until December 31, 2000.

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        3.7    "Exclusive College-Targeted Commerce Partner" shall mean solely
               that, except otherwise expressly permitted hereunder, ICQ will
               not enter into any promotion, advertising, marketing or
               distribution arrangement with any Section 3.5 Entity on the ICQ
               Service or ICQ.com.

        3.8    The foregoing shall not preclude ICQ from (a)          enabling 
               ICQ Users to access any website whatsoever, including websites
               competitive with MP and/or covered by the foregoing exclusivity
               through standard web access, personalization features or similar
               means; (b) promoting a party through the ICQ service which
               markets multiple products or services so long as the promotions
               appearing on the ICQ Service for such party do not (x) promote
               any of the products or services specified in Section 1 of Exhibit
               D specifically to college students or (y) are not for textbooks.
               Further (and without limiting any actions which may be taken by
               ICQ without violation of MP's rights hereunder), no provision of
               this Agreement will limit ICQ's ability (on or off the ICQ
               Network) to (i) undertake activities or perform duties pursuant
               to existing arrangements as of the Effective Date with third
               parties (or pursuant to any agreements to which ICQ becomes a
               party subsequent to the Effective Date as a result of Change of
               Control, assignment, merger, acquisition or other similar
               transaction to the extent necessary for ICQ to perform its
               obligations under such agreements and provided that this clause
               (i) will not limit from the rights of MP under this Agreement),
               (ii) create editorial commentary relating to any third party
               marketer of products or services covered by Sections 3.1 or 3.2
               above, or (iii) post or allow ICQ Users to post Content,
               messages, contextual links or editorial commentary relating to
               any third party marketer of the Exclusive Service, to the extent
               created by such ICQ User and not by ICQ.

4       PAYMENTS.

        4.1    GUARANTEED PAYMENTS. MP will pay ICQ a non-refundable guaranteed
               payment of          (the "Guaranteed Payment Amount") as follows:

                   (i)                       shall be paid on
                                  ;
                   
                   (ii)                      shall be paid on
                                  ;
                   (iii)                     shall be paid on
                                  ;
                   (iv)                      shall be paid on
                                  ;
                   (v)                       shall be paid on
                                  ;
                   (vi)                      shall be paid on
                                  ;
                   (vii)                     shall be paid on
                                  ;
                   (viii)                    shall be paid on
                                  ;
                   (ix)                      shall be paid on
                                  ;
                

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                    (x)                      shall be paid on
                                   ;
                    (xi)                     shall be paid on
                                   ;
                    (xii)                    shall be paid on
                                   ;
                    (xiii)                   shall be paid on
                                   ;

4.2  LATE PAYMENTS; WIRED PAYMENTS. All amounts owed hereunder not
               paid when due and payable will bear interest from five days after
               the date such amounts are due and payable at the prime rate in
               effect at such time as published in the Wall Street Journal. All
               payments required hereunder will be paid in immediately
               available, non-refundable U.S. funds wired to the "America
               Online" account, Account Number         .

4.3  TAXES. MP will collect and pay and indemnify and hold ICQ harmless from
               any sales, use, excise, telecommunication or similar tax
               including any penalties and interest, as well as any costs
               associated with the collection or withholding thereof, including
               attorney's fees which arises out of any transaction between MP
               and customers. ICQ will collect and pay and indemnify and hold MP
               harmless from any sales, use, excise, internet access,
               telecommunication or any other similar tax or fee solely to the
               extent arising out of ICQ's operation of the ICQ Network,
               including any penalties and interest, as well as any costs
               associated with the collection or withholding thereof, including
               attorney's fees which arises in connection with actions taken, or
               transactions engaged in, by ICQ other than those taxes that
               directly relate to any transaction between MP and its customers.

4.4  REPORTS.

               4.4.1  Sales Reports. MP will provide ICQ in an automated manner
                      with a monthly report in a mutually agreeable format,
                      detailing the following activity in such period (and any
                      other information mutually agreed upon by the Parties or
                      reasonably required for measuring revenue activity by MP
                      through the Affiliated MP Site): (i) summary information
                      for sales generated through the Affiliated MP Site (i.e.,
                      total aggregate transaction revenues); (ii) revenue by
                      category of promotion and product for such sales, and
                      (iii) purchaser name and screenname for such sales
                      (collectively, "Sales Reports"). ICQ will be entitled to
                      use the Sales Reports in its business operations, subject
                      to the terms of this Agreement; provided, however, that
                      ICQ agrees that (a) such Sales Reports will contain
                      Confidential Information and such information shall only
                      be disclosed in aggregate reports which do not identify or
                      segregate information provided by MP, and (b) ICQ will not
                      use the information contained in such Sales Reports to
                      target advertisements, promotions or any other
                      communications of any party to MP's customers .

               4.4.2  Usage Reports. ICQ shall provide MP with standard monthly
                      usage information related to the Promotions (e.g., a
                      schedule of the Impressions delivered by ICQ at such time)
                      which are similar in substance and form to the reports
                      provided by ICQ to other interactive marketing partners
                      similar to MP. The information shall be

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                      subject to third-party audit in accordance with ICQ's
                      routine business practice and ICQ shall provide MP with a
                      summary of all results of such audits upon request.

               4.4.3  Fraudulent Transactions. To the extent permitted by
                      applicable laws, MP will provide ICQ with a report of any
                      fraudulent order made through the Affiliated MP Site,
                      including, if practicable, the date, screenname or email
                      address and amount associated with such order, promptly
                      following MP obtaining knowledge that the order is, in
                      fact, fraudulent.

5       TERM; RENEWAL; TERMINATION.

           5.1 Term. Unless earlier terminated as set forth herein, the initial
               term of this Agreement will be three (3) years from the Effective
               Date (the "Term").

           5.2 Continued Links. Upon expiration of the Term, ICQ may, at its
                  discretion, continue to promote one or more "pointers" or
                  links from the ICQ Network to the homepage of MP and continue
                  to use MP's trade names, trade marks and service marks in
                  connection therewith (collectively, a "Continued Link"). So
                  long as ICQ maintains a Continued Link, (a) MP shall pay ICQ
                  of gross revenue generated by ICQ Users, and (b) Sections 4.3
                  and 4.4, along with the terms of Sections 7 and 8 of Exhibit F
                  and the terms of Exhibit G hereto shall continue to apply with
                  respect to the Continued Link and any transactions arising
                  therefrom. Notwithstanding the foregoing, in the event that
                  ICQ materially and adversely changes the nature of the ICQ
                  Service after the Term, MP may, upon written notice to ICQ,
                  require that ICQ discontinue the Continued Link.

           5.3 Termination for Breach. Except as expressly provided elsewhere
                  in this Agreement, either Party may terminate this Agreement
                  at any time in the event of a material breach of the Agreement
                  by the other Party which remains uncured after thirty (30)
                  days written notice thereof to the other Party (or such
                  shorter period as may be specified elsewhere in this
                  Agreement); provided that the cure period with respect to any
                  scheduled payment will be fifteen (15) days from the date for
                  such payment provided for herein, regardless of when notice is
                  given to MP.

           5.4 Termination for Bankruptcy/Insolvency. Either Party may
                  terminate this Agreement immediately following written notice
                  to the other Party if the other Party (i) ceases to do
                  business in the normal course, (ii) becomes or is declared
                  insolvent or bankrupt, (iii) is the subject of any proceeding
                  related to its liquidation or insolvency (whether voluntary or
                  involuntary) which is not dismissed within ninety (90)
                  calendar days or (iv) makes an assignment for the benefit of
                  creditors.

           5.5 Termination on Change of Control. In the event of (i) prior to
                  MP's initial public offering of its common stock (the "IPO"),
                  any Change of Control of MP, (ii) after the IPO, any Change of
                  Control of MP, if such Change of Control results in any
                  Interactive Service, or other entity reasonably competitive to
                  AOL or ICQ, obtaining a controlling interest in MP,or (ii) a
                  Change of Control of ICQ or AOL, ICQ may terminate this
                  Agreement by providing thirty (30) days prior written notice
                  of such intent to terminate. In the event of a termination of
                  this Agreement pursuant to Section 5.5(iii), ICQ shall pay MP
                  a pro-rata refund of the Guaranteed Payment.

6       MANAGEMENT COMMITTEE/ARBITRATION.

           6.1 Management Committee. The Parties meet to promptly resolve any
                  claim, dispute, claim, controversy or disagreement (each a
                  "Dispute") between the Parties or any of their respective
                  subsidiaries, affiliates, successors and assigns under or
                  related to this Agreement or any document executed pursuant to
                  this Agreement or any of the transactions contemplated hereby
                  within ten (10) days of written notice from one to the



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               other of the Dispute. If the Parties cannot resolve the Dispute
               within such time frame, the Dispute will be deemed to be
               immediately submitted to the Management Committee (as defined
               below) for resolution. For ten (10) days following such
               submission of the Dispute to the Management Committee, the
               Management Committee will have the exclusive right to resolve
               such Dispute. If the Management Committee is unable to amicably
               resolve the Dispute during the ten-day period, then the dispute
               will be referred for the resolution mechanisms described below.
               "Management Committee" will mean a committee made up of a senior
               executive from each of the Parties for the purpose of resolving
               Disputes under this Section 6 and generally overseeing the
               relationship between the Parties contemplated by this Agreement.
               Neither Party will seek, nor will be entitled to seek, binding
               outside resolution of the Dispute unless and until the Parties
               have been unable amicably to resolve the Dispute as set forth in
               this Section 6 and then, only in compliance with the procedures
               set forth in this Section 6.

        6.2 Arbitration. Except for Disputes relating to issues of
               proprietary rights, including but not limited to intellectual
               property and confidentiality, any Dispute not resolved by
               amicable resolution as set forth in Section 6.1 will be finally
               settled by arbitration. Such arbitration will be conducted by the
               American Arbitration Association ("AAA") in Washington, D.C. and
               will be initiated and conducted in accordance with the Commercial
               Arbitration Rules ("Commercial Rules") of the AAA, as such rules
               will be in effect on the date of delivery of a demand for
               arbitration ("Demand"), except to the extent that such rules are
               inconsistent with the provisions set forth herein.

        6.3 Selection of Arbitrators. The arbitration panel will consist
               of three (3) arbitrators. Each Party will name an arbitrator
               within ten (10) days after the delivery of the Demand. The two
               (2) arbitrators named by the Parties may have prior relationships
               with the naming Party, which in a judicial setting would be
               considered a conflict of interest. The third arbitrator, selected
               by the first two, should be a neutral participant, with no prior
               working relationship with either Party. If the two arbitrators
               are unable to select a third arbitrator within ten (10) days, a
               third neutral arbitrator will be appointed by the AAA. If a
               vacancy in the arbitration panel occurs after the hearings have
               commenced, the remaining arbitrator or arbitrators may not
               continue with the hearing and determination of the controversy,
               unless the Parties agree otherwise.

        6.4 Governing Law. The Federal Arbitration Act, 9 U.S.C. Secs.
               1-16, and not state law, will govern the arbitrability of all
               Disputes. The Federal Rules of Evidence will apply in toto. The
               arbitrators may enter a default decision against any Party who
               fails to participate in the arbitration proceedings.

        6.5 Arbitration Awards. The arbitrators will have the authority
               to award compensatory damages only. The award rendered by the
               arbitrators will be final, binding and non-appealable, and
               judgment upon such award may be entered by any court of competent
               jurisdiction. The Parties agree that the existence, conduct and
               content of any arbitration will be kept confidential and no Party
               will disclose to any person any information about such
               arbitration, except as may be required by law or by any
               governmental authority or for financial reporting purposes in
               each Party's financial statements.

        6.6 Fees. Each Party will pay the fees of its own attorneys,
               expenses of witnesses and all other expenses and costs in
               connection with the presentation of such Party's case
               (collectively, "Attorneys' Fees").

        6.7 Non Arbitrable Disputes. Any Dispute that is not subject to
               final resolution by the Management Committee or to arbitration
               under this Section 6 or by law (collectively, "Non-Arbitration
               Claims") will be brought in a court of competent jurisdiction in
               the Commonwealth of Virginia. Each Party irrevocably consents to
               the exclusive jurisdiction of the courts of the Commonwealth of
               Virginia and the federal courts situated in the

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               Commonwealth of Virginia, over any and all Non-Arbitration Claims
               and any and all actions to enforce such claims or to recover
               damages or other relief in connection with such claims.

        6.8 Injunctive Relief. Either party will have the right to apply
               at any time to a judicial authority for injunctive or other
               interim or provisional relief, and will not by doing so be deemed
               to have breached its agreement to arbitrate or to have affected
               the powers reserved to the arbitrators.

7   COMPLIANCE WITH LAWS. Nothing herein shall be deemed to require either party
    to violate any rule, law or regulation, including, without limitation, the
    Securities Act of 1933 or the Securities Exchange Act of 1934. In the event
    that a Party can demonstrate to the reasonable satisfaction of the other
    Party that a provision herein would require it to violate any such rule, law
    or regulation, then the Parties shall restate such provision so as to comply
    with the applicable laws and regulations at issue, while maintaining, to the
    maximum extent possible, the original effect of such provision (consistent
    with the applicable legal and regulatory requirements).

8   PRESS RELEASES. Each Party will submit to the other Party, for its prior
    written approval, which will not be unreasonably withheld or delayed, any
    press release or any other public statement ("Press Release") regarding the
    transactions contemplated hereunder; provided, however, that, following the
    initial public announcement of the business relationship between the Parties
    in accordance with the foregoing, either Party's subsequent factual
    reference to the existence of a business relationship between the Parties
    will not require the approval of the other Party. Notwithstanding the
    foregoing, either Party may issue Press Releases and other disclosures as
    required by law without the consent of the other Party and in such event,
    the disclosing Party will provide at least five (5) business days prior
    written notice of such disclosure. Because it would be difficult to
    precisely ascertain the extent of the injury caused to the non-breaching
    party, in the event of a material breach of this Section 8 that results in a
    material and adverse effect on the non-breaching party, the non-breaching
    party may elect to either (a) terminate this Agreement immediately upon
    notice to the other Party (without the other Party having any cure period),
    or (b) as liquidated damages, elect to modify the Impression Commitment
    hereunder by fifteen percent (15%) (either an increase in Impressions if AOL
    has materially breached the Agreement or a decrease in Impressions if MP has
    materially breached the Agreement). The Parties agree that the liquidated
    damages set forth are a reasonable approximation of the injury that would be
    suffered by the non-breaching Party.

9   WARRANTS. In connection with the obligations of the Parties hereunder, and
    subject to the provisions hereof, ICQ's obligations under this Agreement
    shall be contingent upon MP's delivery within one day of the Effective Date
    of (i) a Stock Subscription Warrant in the form of Exhibit H attached hereto
    (the "Warrant Agreement") and (ii) an Investor Rights Agreement in a form
    reasonably acceptable to ICQ.

10  EXHIBITS. All Exhibits attached hereto are each hereby made a part of this
    Agreement.

                       [the next page is a signature page]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.

ICQ, INC.                                     VARSITYBOOKS.COM INC.

By:    /s/                                    By:      /s/
    ----------------------------------            -----------------------------
Name                                          Name:
Title:                                        Title:

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                                    EXHIBIT A


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                                    EXHIBIT B
                                   DEFINITIONS

The following definitions will apply to this Agreement:

ADDITIONAL MP CHANNEL. Any other distribution channel (e.g., an Interactive
Service other than ICQ) through which MP makes available an offering comparable
in nature to the MP Areas.

AFFILIATED MP SITE. "Affiliated MP Site" shall have the meaning set forth in
Section 2.1.

ALERTS. Any communication from MP directed at an ICQ User (whether by e-mail,
instant message, or otherwise) as a result of such ICQ User's expressly
requested opt-in to receive such communication, requested via an ICQ controlled
registration process, which such registration process (i) clearly and
prominently notifies all registrants of the nature and frequency of the
communications that will or may be received as a result thereof, and (ii)
requires such registrant to expressly reconfirm such election to receive such
communications, and which such communications each offer a clear and prominent
opportunity for such ICQ User to subsequently opt-out at any time.

AOL. "AOL" shall mean America Online, Inc., a Delaware corporation.

CHANGE OF CONTROL. (a) The consummation of a reorganization, merger or
consolidation or sale or other disposition of substantially all of the assets of
a party or (b) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1933,
as amended) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under such Act) of more than 50% of either (i) the then outstanding
shares of common stock of such party; or (ii) the combined voting power of the
then outstanding voting securities of such party entitled to vote generally in
the election of directors.

CONFIDENTIAL INFORMATION. Any information relating to or disclosed in the course
of the Agreement, which is or should be reasonably understood to be confidential
or proprietary to the disclosing Party, including, but not limited to, the
material terms of this Agreement, information about ICQ Members (including
without limitation their ICQ number or other unique identifying data), ICQ
Users, and MP customers, technical processes and formulas, source codes, product
designs, sales, cost and other unpublished financial information, product and
business plans, projections, and marketing data. "Confidential Information" will
not include information (a) already lawfully and non-confidentially known to or
independently developed without use or access to such information by the
receiving Party, (b) disclosed in published materials, (c) generally known to
the public (through no breach of the confidentiality obligations of this
Agreement), or (d) lawfully and non-confidentially obtained from any third
party.

CONTENT. Text, images, video, audio (including, without limitation, music used
in synchronism or timed relation with visual displays) and other data, Services,
advertisements, promotions, links, pointers and software, including any
modifications, upgrades, updates, enhancements and related documentation.

ICQ INTERACTIVE SITE. Any Interactive Site which is managed, maintained, owned
or controlled by ICQ or its agents.

ICQ LOOK AND FEEL. The elements of graphics, design, organization, presentation,
layout, user interface, navigation and stylistic convention (including the
digital implementations thereof) which are generally associated with Interactive
Sites within the ICQ Service or ICQ.com.

ICQ MEMBERS. Any authorized user of the ICQ Service, including any sub-accounts
using the ICQ Service under an authorized master account.

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ICQ NETWORK.

ICQ SERVICE.

ICQ USER. Any user of the ICQ Service, ICQ.com or the ICQ Network.

ICQ.COM.

IMPRESSION. User exposure to the applicable Promotion, as such exposure may be
reasonably determined and measured by ICQ in accordance with its standard
methodologies and protocols (including without limitation standard impressions).

IMPRESSIONS COMMITMENTS.  As defined in Section 1.2 hereof.

INTEGRATED PLACEMENTS.  As defined in Section 1.3 hereof.

INTERACTIVE SERVICE. An entity offering one or more of the following: (i) online
or Internet connectivity services (e.g., an Internet service provider); (ii) an
interactive site or service featuring a broad selection of aggregated third
party interactive content (or navigation thereto) (e.g., an online service or
search and directory service) and/or marketing a broad selection of products
and/or services across numerous interactive commerce categories (e.g., an online
mall or other leading online commerce site); (iii) a persistent desktop client;
or (iv) communications software capable of serving as the principal means
through which a user creates, sends and receives electronic mail or real time or
"instant" online messages (whether by telephone, computer or other means),
including without limitation greeting cards.

INTERACTIVE SITE. Any interactive site or area, including, by way of example and
without limitation, (i) an MP or ICQ site on the World Wide Web portion of the
Internet or (ii) a channel or area delivered through a "push" product such as
the Pointcast Network or interactive environment such as Microsoft's Active
Desktop or interactive television service such as WebTV.

LICENSED CONTENT. All Content offered through the MP Areas pursuant to this
Agreement or otherwise provided by MP or its agents in connection herewith
(e.g., offline or online promotional Content, Promotions, "slideshows", etc.),
including in each case, any modifications, upgrades, updates, enhancements, and
related documentation.

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MP AREAS. The Affiliated MP Site and any portions of the Integrated Placements
which are managed, maintained, owned or controlled predominately by MP or its
agents (rather than by ICQ).

MP INTERACTIVE SITE. Any Interactive Site (other than the MP Areas) which is
managed, maintained, owned or controlled by MP or its agents.

MP PROGRAMMING. The (a) MP Areas and all Content thereon (including, without
limitation, Content within the stock ticker or any other Integrated Placements,
and any message boards, chat and other ICQ Member-supplied content areas
contained therein, if and to the extent permitted herein) and (b) Licensed
Content.

PROMOTIONS. Any of the promotions described herein (including without limitation
(a) (i) the standard Impressions described in Section 1.2, and (ii) any
Integrated Placements as described in Section 1.3 (in each case, as more fully
described on Exhibit A and including without limitation any advertising banners,
buttons, contextual promotions, searches or other promotions residing within the
ICQ Network, which may link to the MP Areas); (b) any Alerts or other permitted
communications as set forth herein; and (c) any comparable promotions provided
herein.

SERVICE. Any product, good or service which MP (or others acting on its behalf
or as distributors) offers, sells, provides, distributes or licenses to ICQ
Members directly or indirectly through (i) the MP Areas (including through any
Interactive Site linked thereto), (ii) any other electronic means directed at
ICQ Members (e.g., e-mail offers), or (iii) an "offline" means (e.g., toll-free
number) for receiving orders related to specific offers within the MP Areas
requiring purchasers to reference a specific promotional identifier or tracking
code.


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                                    EXHIBIT C
                               MP CROSS-PROMOTION

A. "Try ICQ" Button. Within each MP Interactive Site (including without
   limitation during any MP customer registration process), MP shall include a
   prominent "Try ICQ" feature (at least 90 x 30 pixels or 70 x 70 pixels in
   size) (the "ICQ Promo") through which users can obtain promotional
   information about ICQ products or services mutually designated by both
   Parties and download the then-current version of MP purposed client software
   for such products or services. ICQ will provide the creative content to be
   used in the ICQ Promo (including designation of links from such content to
   other content pages), subject to the reasonable approval of MP. MP shall post
   (or update, as the case may be) the creative content supplied by ICQ within
   the spaces for the ICQ Promo within ten business days of its receipt of such
   content from ICQ. Without limiting any other reporting obligations of the
   Parties contained herein, MP shall provide ICQ with monthly written reports
   specifying the number of impressions to the pages containing the ICQ Promo
   during the prior month so long as it is technically feasible to do so. In the
   event that ICQ elects to serve the ICQ Promo to the MP Interactive Site from
   an ad server controlled by ICQ or its agent, MP shall take all reasonable
   operational steps necessary to facilitate such ad serving arrangement
   including, without limitation, inserting HTML code designated by ICQ on the
   pages of the MP Interactive Site on which the ICQ Promo will appear.

B. For the purposes of this Section B, the following definitions will apply:

   "Tier 1 Communications Tools" means communications tools for e-mail,
   instant messaging, and Internet search functionality.

   "Tier 2 Communication Tools" means communications tools for yellow pages,
   chat, calendaring, homesteading, and message board functionality.

   MP will use commercially reasonable efforts to incorporate communication
   tools provided by ICQ into the Affiliated MP Site to the extent MP elects to
   offer corresponding communications functionality to users of the Affiliated
   MP Site.

   MP will not use any Instant Messaging tool other than one provided by ICQ.
   With respect to the other Tier 1 Communications Tools, if MP elects to use in
   the Affiliated MP Site a communications tool from a third party because it is
   not commercially reasonable to implement a communication tool provided by
   ICQ, then MP will not brand, or permit the provider of the tool to brand, the
   service offered using the tool with the provider's brand, nor will MP provide
   a link from the Affiliated MP Site to an Interactive Site of the provider in
   connection with the service offered using the tool. With respect to Tier 2
   Communications Tools, if MP elects to use a communications tool from a third
   party in the Affiliated MP Site because it is not commercially reasonable to
   use a communications tool provided by ICQ, MP may co-brand the service
   offered using the tool with the brand of the provider (provided that the
   provider is not an Interactive Service with the exception of any entity
   solely described by subsection (iv) of the definition of Interactive Service)
   but will not link from the Affiliated MP Site to Interactive Sites of the
   provider in connection with the service offered using the tool.

C.      On-Campus Marketing Cross-Promotion

        DELIVERABLES

        By March 1, 2000, VarsityBooks.com ("VB.C") and ICQ will have completed
        a marketing and promotional campaign for ICQ/VB.C for the Year 2000 that
        will include at least:

        -  1,000,000 co-branded impressions
        -  At least 300,000 Promotional e-mails to VB.C customer base 
        -  Permanent fixed position on VB.C 
        -  At least 4,000 Promotional e-mails to VB.C affiliates 


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        -  At least 80,000 Inserts in VB.C boxes(1)
        -  Use of VB.C Campus Rep Network

           The Campus Reps will perform the following marketing activities (or
           some comparable marketing activity) on behalf of ICQ/VB.C:

-          Postering
-          Fliering
        -  Chalking
        -  Class Announcements
        -  Announcements to clubs, sports teams, fraternities/sororities and
           other campus groups
        -  Distribution of premiums (premiums to be provided by ICQ at ICQ's
           expense)

           EXPENSES

           VB.C will responsible for all costs associated with the impressions
           (except for creative to be provided by ICQ); promotional e-mails to
           customers and affiliates; the permanent fixed position on VB.C; and
           inserts in VB.C boxes (except for cost of actual insert).

           ICQ will make appropriate personnel available to help lead training
           calls for the Campus Rep Network and to perform any other necessary
           tasks to ensure the timely and successful roll-out of this campaign.

           TERMINATION

           On June 1, 2000, the Parties will evaluate performance under the
           co-marketing plan as described above (the "Plan") for a period of up
           to seven (7) days. In the event that ICQ believes in good-faith that
           the Plan (and/or the performance of the Plan) has not been reasonably
           satisfactory to the marketing goals of ICQ, ICQ shall provide MP with
           written notice of such. The Parties shall meet within seven (7) days
           of such notice to discuss in good-faith an appropriate course of
           action, and, in the event that the Parties are unable to mututally
           agree on such appropriate course of action, ICQ may, prior to July 1,
           2000, upon written notice to VB.C, terminate VB.C's exclusivity as
           its exclusive college marketing channel. Such a termination election
           will have no effect on any of ICQ's other obligations under the
           exclusivity provision or any other provisions of this Agreement.

D. Communications Promos. In 50% of any online or offline promotions by MP or
      over which MP exercises at least partial editorial control, when promoting
      solely the communications aspects of MP (each, a "Communications Promo"),
      MP will include specific references or mentions (verbally where possible)
      of the ICQ Service (e.g., a reference to the availability of the ICQ
      Service through the MP Areas or vice versa) during the period in which MP
      is ICQ's exclusive college marketing channel . For purposes of this
      paragraph, an "offline promotion" shall include without limitation, MP's
      television, radio, print and "out of home" (e.g., buses and billboards)
      advertisements and in editorial content in any publications, programs,
      features or other forms of media over which MP exercises at least partial
      editorial control.


--------
1 Inserts will be delivered as products are ordered.

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                                    EXHIBIT D

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                                    EXHIBIT E
                               OPERATING STANDARDS



1.  Affiliated MP Site Infrastructure. Within a reasonable time after the
    execution of this Agreement, ICQ will provide MP with the technical
    requirements needed by MP to integrate the ICQ software referred to in this
    Agreement into the Affiliated MP Site. MP will be responsible for all
    communications, hosting and connectivity costs and expenses associated with
    the Affiliated MP Site. MP will provide all hardware, software,
    telecommunications lines and other infrastructure necessary to meet traffic
    demands on the Affiliated MP Site from the ICQ Network. MP will design and
    implement its connectivity to the Internet such that (i) no single component
    failure will have a materially adverse impact on ICQ Users seeking to reach
    the Affiliated MP Site from the ICQ Network and (ii) no single line will run
    at more than 70% average utilization for a 5-minute peak in a daily period.

2.  Optimization; Speed. MP will use commercially reasonable efforts to see 
    that: (a) the functionality and features within the Affiliated MP Site are
    compatible with the client software then in use by ICQ Users; and (b) the
    Affiliated MP Site is designed and populated in a manner that minimizes
    delays when ICQ Users attempt to access such site. At a minimum, MP will
    ensure that the Affiliated MP Site's data transfers initiate within fewer
    than fifteen (15) seconds on average; except where such inability is due to
    problems with the ICQ Network. MP will permit ICQ to conduct reasonable
    performance and load testing of the Affiliated MP Site (in person or through
    remote communications).

3.  Technical Problems. MP agrees to use commercially reasonable efforts to
    address material technical problems (over which MP exercises control)
    affecting use by ICQ Users of the Affiliated MP Site (an "MP Technical
    Problem") promptly following notice thereof.

4.  Monitoring. MP will monitor the performance and availability of the
    Affiliated MP Site on a Continuous basis. MP will provide ICQ with contact
    information (including e-mail, phone, pager and fax information, as
    applicable, for both during and after business hours) for MP's principal
    business and technical representatives, for use in cases when issues or
    problems arise with respect to the Affiliated MP Site.

5.  Security. MP will utilize Internet standard encryption technologies (e.g.,
    Secure Socket Layer - SSL) to provide a secure environment for conducting
    transactions and/or transferring private member information (e.g. credit
    card numbers, banking/financial information, and member address information)
    to and from the Affiliated MP Site. MP will provide ICQ with periodic
    reviews of the Affiliated MP Site in order to allow ICQ to evaluate the
    security risks of such site. MP will promptly remedy any security risks or
    breaches of security as may be identified by ICQ's Operations Security team
    and verified by MP.

6.  Technical Performance.

    i. MP will design the Affiliated MP Site to support the most recent two (2)
    Windows version of the Microsoft Internet Explorer browser (currently,
    versions 3.0 and 4.0) as well as any browser that represents more than two
    percent (2%) of aggregate Affiliated MP Sites' traffic. In addition, ICQ and
    MP shall work together with the goal of preventing any caching by ICQ's
    proxy servers (where applicable, including preventing caching of any banner
    advertisements served by MP). To the extent the Affiliated MP Site do not
    support older ICQ browsers, MP shall have the option of (A) using MP's ad
    serving technology and the information contained in
    "http://"webmaster.info.ICQ.com", to restrict an ICQ User's access to
    incompatible features on the Affiliated MP Site and serve a mutually agreed
    upon promotional message to such users, or (B) add alternative features
    which may be chosen by a user depending on the type of operating system
    and/or browser a user employs.

    ii. To the extent MP creates customized pages on the Affiliated MP Site for
    ICQ Users or restricts access to advertising by ICQ Users, MP will configure
    the server from which it serves the site to examine the HTTP User-Agent
    field in order to identify the "ICQ Member-Agents" listed at:
    "http://webmaster. Info.ICQ.com."

    iii. MP will periodically review the technical
    information made available by ICQ at http://webmaster.info.ICQ.com.

    iv. MP will design its site to support HTTP 1.0 or later protocol as defined
    in RFC 1945 (available at "http://ds.internic.net/rfc/rfc1945.text").

    v. Prior to releasing material, new functionality or features through the
    Affiliated MP Site ("New Functionality"), MP will use commercially
    reasonable efforts to test the New Functionality to confirm its
    compatibility with ICQ Service client software. With respect to any major
    implementation of significant new technology, MP will provide ICQ with
    written notice of the new technology so that ICQ can perform tests of the
    new technology to confirm its compatibility with the ICQ Service client
    software.

    vi. ICQ may notify MP of any problems with respect to New Functionality or
    new technology on the Affiliated MP Site, and MP will work in good faith to
    resolve such problems. ICQ will be entitled to request reasonable changes to
    the Content (including, without limitation, the features or functionality)
    within any pages of the Affiliated MP Site linked to from the ICQ Network to
    the extent such Content will materially and adversely affect any operational
    aspect of the ICQ Network. If MP is unable to adequately resolve such
    problems, MP shall have the option of (A) using MP's ad serving technology
    to restrict an ICQ User's access to such Content and serve a mutually agreed
    upon promotional message to such users, or (B) add alternative features
    which may be chosen by a user depending on the type of operating system a
    user employs. If MP does not restrict access to such Content or add
    applicable 

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   alternative features, ICQ shall have the right to terminate the link to such
   Content from the ICQ Network.

7. ICQ Internet Services Partner Support. ICQ will provide MP with access to the
   highest level of online resources, standards and guidelines documentation,
   technical phone support, monitoring and after-hours assistance that ICQ makes
   generally available to ICQ's web-based partners. ICQ support will not, in any
   case, be involved with Content creation on behalf of MP or support for any
   technologies, databases, software or other applications which are not
   supported by ICQ or are related to any MP area other than the Affiliated MP
   Site. Support to be provided by ICQ is contingent on MP providing to ICQ demo
   account information (where applicable), a detailed description of the
   Affiliated MP Site's software, hardware and network architecture and access
   to the Affiliated MP Site for purposes of such reasonable performance and
   load testing. ICQ will use commercially reasonable efforts to respond to MP's
   requests for technical support within three (3) business day of the making of
   the request by MP. In addition, ICQ will provide MP with timely access to
   appropriate technical resources to allow MP to integrate the ICQ software to
   be provided by ICQ under this Agreement into the Affiliated MP Site.


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                                    EXHIBIT F

                   STANDARD ONLINE COMMERCE TERMS & CONDITIONS



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1. ICQ Network Distribution. MP will not authorize or permit any third party to
   distribute or promote the Services or any MP Interactive Site through the ICQ
   Network absent ICQ's prior written approval, which approval will not be
   unreasonably withheld. The Promotions and any other promotions or
   advertisements purchased from or provided by ICQ will link only to the MP
   Areas, will be used by MP solely for its own benefit and will not be resold,
   traded, exchanged, bartered, brokered or otherwise offered to any third
   party.

2. Provision of Other Content. In the event that MP includes any Content within
   the MP Areas that violates ICQ's then-standard Terms of Service (including
   without limitation, the terms of the ICQ End User License Agreement, and the
   ICQ Privacy Policy) (the "Terms of Service"), the terms of this Agreement,
   then ICQ will notify MP in writing of its objection and, MP will take
   commercially reasonable steps to block access by ICQ Users to such Content
   using MP's then-available technology or take such other remedial action which
   cures the violation. In the event that MP cannot, through its commercially
   reasonable efforts, block access by ICQ Users to the Content in question,
   then MP will provide ICQ prompt written notice of such fact. ICQ may then, at
   its option, restrict access from the ICQ Network to the Content in question
   using technology available to ICQ. MP will cooperate with ICQ's reasonable
   requests to the extent ICQ elects to implement any such access restrictions.

3. Contests. Any contest, sweepstakes or similar promotion conducted or promoted
   through the MP Areas (a "Contest") shall comply with all applicable federal,
   state and local laws and regulations.

4. Navigation. In cases where an ICQ User performs a search for MP through any
   search or navigational tool or mechanism that is accessible or available
   through the ICQ Network (e.g., Promotions, search terms, or any other
   promotions or navigational tools), ICQ shall have the right to direct such
   ICQ User to the MP Areas, or any other MP Interactive Site determined by ICQ
   in its reasonable discretion.

5. Disclaimers. Upon ICQ's request, MP agrees to include within the MP Areas a
   product disclaimer (the specific form and substance to be mutually agreed
   upon by the Parties) indicating that transactions are solely between MP and
   ICQ Users purchasing Services from MP.

6. ICQ Look and Feel. MP acknowledges and agrees that ICQ will own all right,
   title and interest in and to the elements of graphics, design, organization,
   presentation, layout, user interface, navigation and stylistic convention
   (including the digital implementations thereof) which are generally
   associated with online areas contained within the ICQ Network, subject to
   MP's (or its licensors') ownership rights in any non-ICQ trademarks or
   copyrighted material within the MP Areas. ICQ acknowledges that MP retains
   all right, title and interest in and to the elements of graphics, design,
   organization, presentation, layout, user interface, navigation and stylistic
   convention (including the digital implementations thereof) which are
   generally associated with the MP Areas and the MP Interactive Service,
   subject to any third-party trademarks and copyrighted material contained
   therein.

7. Management of the MP Areas. MP will manage, review, delete, edit, create,
   update and otherwise manage all Content available on or through the MP Areas,
   in a timely and professional manner and in accordance with the terms of this
   Agreement. MP will use commercially reasonable efforts to cause the MP Areas
   to be current, accurate and well-organized at all times. MP agrees that the
   Services and other Licensed Content : (i) will not infringe on or violate any
   copyright, trademark, U.S. patent or any other third party right, including
   without limitation, any music performance or other music-related rights; and
   (ii) will not violate any applicable law or regulation of the United State or
   any other country or jurisdiction. Additionally, MP represents and warrants
   that it owns or has all rights to any Licensed Content required to perform
   under this Agreement. MP also warrants that a reasonable basis exists for all
   Service performance or comparison claims expressly made by MP and appearing
   in the MP Areas. Except as provided herein, MP shall not in any manner,
   including, without limitation in any Promotion, the Licensed Content or
   promotional materials state or imply that ICQ recommends or endorses MP or
   MP's Services (e.g., no statements that MP is an "official" or "preferred"
   provider of products or services for ICQ) without the prior authorization of
   ICQ. ICQ will have no obligations with respect to the Services available on
   or through the MP Areas, including, but not limited to, any duty to review or
   monitor any such Services. 

8. Management of ICQ Network. ICQ will manage, review, delete, edit, create,
   update and otherwise manage all Content available on or through the ICQ
   Network, in a timely and professional manner and in accordance with the terms
   of this Agreement. ICQ will use commercially reasonable efforts to see that
   the ICQ Network remains current, accurate and well-organized at all times.
   ICQ agrees that the ICQ Service and ICQ.com and any Content available on
   them: (i) will not infringe on or violate any third-party copyright,
   trademark, U.S. patent which exists on the effective date of this agreement,
   or any other third party right, including without limitation, any music
   performance or other music-related rights; (ii) will not violate ICQ's
   then-applicable Terms of Service or any other standard, written ICQ policy or
   license; and (iii) will not violate any applicable law or regulation of the
   United State or any other country or jurisdiction, including those relating
   to contests, sweepstakes or similar promotions. ICQ also warrants that a
   reasonable basis exists for all ICQ Service performance or comparison claims
   expressly made by ICQ and appearing through the ICQ Network. Except as
   provided herein, ICQ shall not in any manner state or imply that MP
   recommends or endorses ICQ or the ICQ Network (e.g., no statements that ICQ
   is an "official" or "preferred" provider of products or services for MP)
   without the prior authorization of MP. MP will have no obligations with
   respect to the ICQ Services available on or through the ICQ Network other
   than the MP Areas, including, but not limited to, any duty to review or
   monitor any such ICQ Services.

9. Duty to Inform. MP will promptly inform ICQ of any information related to the
   MP Areas which could reasonably lead to a claim, demand, or liability of or
   against ICQ and/or its affiliates by any third party. ICQ will promptly
   inform MP of any information related to the ICQ Network which could
   reasonably lead to a claim, demand, or liability of or against MP and/or its
   affiliates by any third party.

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10. Customer Service. It is the sole responsibility of MP to provide customer
   service to persons or entities purchasing Services through the ICQ Network
   ("Customers"). MP will bear full responsibility for all customer service,
   including without limitation, order processing, billing, fulfillment,
   shipment, collection and other customer service associated with any Services
   offered, sold or licensed through the MP Areas, and ICQ will have no
   obligations whatsoever with respect thereto. MP will receive all emails from
   Customers via a computer available to MP's customer service staff and
   generally respond to such emails within three (3) days from receipt. MP will
   receive all orders electronically and generally process all orders within
   three (3) days from receipt, provided Services ordered are not advance order
   items. MP will use commercially reasonable efforts to receive, process,
   fulfill and deliver all orders of Services on a timely and professional
   basis. MP will offer ICQ Users who purchase Services through such MP Areas a
   money back satisfaction guarantee, to the same extent offered by MP generally
   MP will bear all responsibility for compliance with federal, state and local
   laws in the event that Services are out of stock or are no longer available
   at the time an order is received. MP will also comply with the requirements
   of any federal, state or local consumer protection or disclosure law. Payment
   for Services will be collected by MP directly from customers. 

11. Production Work. In the event that MP requests ICQ's production assistance
   for activities outside the scope of ICQ's obligations under this Agreement in
   connection with (i) ongoing programming and maintenance related to the MP
   Areas, (ii) a redesign of or addition to the MP Areas (e.g., a change to an
   existing screen format or construction of a new custom form), (iii)
   production to modify work performed by a third party provider or (iv) any
   other type of production work, MP will work with ICQ to develop a detailed
   production plan for the requested production assistance (the "Production
   Plan"). Following receipt of the final Production Plan, ICQ will notify MP of
   (i) ICQ's availability to perform the requested production work, (ii) the
   proposed fee or fee structure for the requested production and maintenance
   work and (iii) the estimated development schedule for such work. ICQ will
   make commercially reasonable efforts to respond to MP promptly and to
   undertake in good faith the production assistance requested by MP. To the
   extent the Parties reach agreement regarding implementation of the
   agreed-upon Production Plan after good faith negotiations, such agreement
   will be reflected in a separate work order signed by the Parties. To the
   extent MP elects to retain a third party provider to perform any such
   production work, work produced by such third party provider must generally
   conform to ICQ's standards & practices (and any standard ICQ "styleguide").
   The specific production resources which ICQ allocates to any production work
   to be performed on behalf of MP will be as determined by the Parties in the
   work order. With respect to any routine production, maintenance or related
   services which are necessary for ICQ to perform in order to support the
   proper functioning and integration of the MP Areas ("Routine Services"), MP
   will pay the then-standard fees charged by ICQ for such Routine Services
   provided that ICQ notifies MP in advance of incurring these charges
   (providing MP an explanation of the basis for them) and obtains MP's prior
   approval for them.

12. Bookmarking. To the extent ICQ allows ICQ Users to "bookmark" the URL or
   other locator for the MP Areas, such bookmarks will be subject to ICQ's
   control at all times. Upon the termination of this Agreement, MP's rights to
   any Keyword Search Terms and bookmarking will terminate. 

13. Merchant Certification Program. MP will be provided the opportunity to
   participate in any generally applicable "Certified Merchant" program operated
   by ICQ or its authorized agents or contractors. Such program may require
   merchant participants on an ongoing basis to meet certain reasonable,
   generally applicable standards relating to provision of electronic commerce
   through the ICQ Network (including, as a minimum, use of 40-bit SSL
   encryption and if requested by ICQ, 128-bit encryption) and may also require
   the payment of certain reasonable certification fees to the applicable entity
   operating the program. Each Certified Merchant in good standing will be
   entitled to place on its affiliated Interactive Site an ICQ designed and
   approved button promoting the merchant's status as an ICQ Certified Merchant.

14. Message Boards; Chat Rooms and Comparable Vehicles. Any Content submitted by
   MP or its agents within message boards, chat rooms or any comparable vehicles
   will be subject to the license grant relating to submissions to "public
   areas" set forth in the ICQ Terms of Service. MP acknowledges that it has no
   rights or interest in ICQ Member submissions to message boards within the ICQ
   Network. MP will refrain from editing, deleting or altering, without ICQ's
   prior approval (which shall not be unreasonably withheld or delayed), any
   opinion expressed or submission made by an ICQ Member within MP Programming
   except in cases where MP has a good faith belief that the Content in question
   violates an applicable law, regulation, third party right or the applicable
   ICQ Terms of Service.

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                                    EXHIBIT G
                        STANDARD LEGAL TERMS & CONDITIONS



1. Promotional Materials/Press Releases. Each Party will submit to the other
Party, for its prior written approval, which will not be unreasonably withheld
or delayed, any marketing, advertising, or other promotional materials,
excluding Press Releases, related to the MP Areas and/or referencing the other
Party and/or its trade names, trademarks, and service marks (the "Promotional
Materials"); provided, however, that either Party's use of screen shots of the
MP Areas for promotional purposes will not require the approval of the other
Party so long as America Online(R) is clearly identified as the source of such
screen shots; and provided further, however, that, following the initial public
announcement of the business relationship between the Parties in accordance with
the approval and other requirements contained herein, either Party's subsequent
factual reference to the existence of a business relationship between the
Parties in Promotional Materials, will not require the approval of the other
Party. Each Party will solicit and reasonably consider the views of the other
Party in designing and implementing such Promotional Materials. Once approved,
the Promotional Materials may be used by a Party and its affiliates for the
purpose of promoting the MP Areas and the content contained therein and reused
for such purpose until such approval is withdrawn with reasonable prior notice.
In the event such approval is withdrawn, existing inventories of Promotional
Materials may be depleted.

2. License. MP hereby grants ICQ a non-exclusive worldwide license to market,
license, distribute, reproduce, display, perform, translate, transmit, and
promote the Licensed Content (or any portion thereof) through such areas or
features of the ICQ Network as required for ICQ to perform under this Agreement.
MP acknowledges and agrees that the foregoing license permits ICQ to distribute
portions of the Licensed Content in synchronism or timed relation with visual
displays prepared by MP or ICQ (e.g., as part of an ICQ "slideshow"). In
addition, ICQ Users will have the right to access and use the MP Areas.

3. Trademark License. In designing and implementing the promotional materials
and subject to the other provisions contained herein, MP will be entitled
to use such trade names, trademarks, and service marks of ICQ as designated by
ICQ and ICQ; and its affiliates will be entitled to use such trade names,
trademarks, and service marks of MP as designated by MP (collectively, together
with the ICQ marks listed above, the "Marks"); provided that each Party: (i)
does not create a unitary composite mark involving a Mark of the other Party
without the prior written approval of such other Party; and (ii) displays
symbols and notices clearly and sufficiently indicating the trademark status and
ownership of the other Party's Marks in accordance with applicable trademark law
and practice.

4. Ownership of Trademarks. Each Party acknowledges the ownership right of the
other Party in the Marks of the other Party and agrees that all use of the other
Party's Marks will inure to the benefit, and be on behalf, of the other Party.
Each Party acknowledges that its utilization of the other Party's Marks will not
create in it, nor will it represent it has, any right, title, or interest in or
to such Marks other than the licenses expressly granted herein. Each Party
agrees not to do anything contesting or impairing the trademark rights of the
other Party.

5. Quality Standards. Each Party agrees to supply the other Party, upon request,
with a reasonable number of samples of any promotional materials publicly
disseminated by such Party which utilize the other Party's Marks. Each Party
will comply with all applicable laws, regulations, and customs and obtain any
required government approvals pertaining to use of the other Party's marks.

6. Infringement Proceedings. Each Party agrees to promptly notify the other 
Party of any unauthorized use of the other Party's Marks of which it has
actual knowledge. Each Party will have the sole right and discretion to bring
proceedings alleging infringement of its Marks or unfair competition related
thereto; provided, however, that each Party agrees to provide the other Party
with its reasonable cooperation and assistance with respect to any such
infringement proceedings.

7. Representations and Warranties. Each Party represents and warrants to the
other Party that: (i) such Party has the full corporate right, power and
authority to enter into this Agreement and to perform the acts required of it
hereunder; (ii) the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties hereunder, do not and
will not violate any agreement to which such Party is a party or by which it is
otherwise bound; (iii) when executed and delivered by such Party, this Agreement
will constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; and (iv) such Party
acknowledges that the other Party makes no representations, warranties or
agreements related to the subject matter hereof that are not expressly provided
for in this Agreement (including its Exhibits). MP hereby represents and
warrants that, except where failure to possess would not materially affect its
ability to perform hereunder, it possesses all authorizations, approvals,
consents, licenses, permits, certificates or other rights and permissions
necessary to sell the Services. ICQ represents and warrants that, except where
failure to possess would not materially affect its ability to perform hereunder,
it possesses all authorizations, approvals, consents, licenses, permits,
certificates or other rights and permissions necessary to offer and operate the
ICQ Network.

8. Confidentiality. Each Party acknowledges that Confidential Information may be
disclosed to the other Party during the course of this Agreement. Each Party
agrees that it will take reasonable steps, at least substantially equivalent to
the steps it takes to protect its own proprietary information, during the term
of this Agreement, 


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and for a period of three years following expiration or termination of this
Agreement, to prevent the duplication or disclosure of Confidential Information
of the other Party, other than by or to its employees or agents who must have
access to such Confidential Information to perform such Party's obligations
hereunder, who will each agree to comply with this section. Notwithstanding the
foregoing, either Party may issue a press release or other disclosure containing
Confidential Information without the consent of the other Party, to the extent
such disclosure is required by law, rule, regulation or government or court
order, provided that such Party shall first make every reasonable effort to
avoid the disclosure. In such event, the disclosing Party will provide at least
five (5) business days prior written notice of such proposed disclosure to the
other Party. Further, in the event such disclosure is required of either Party
under the laws, rules or regulations of the Securities and Exchange Commission
or any other applicable governing body, such Party will (i) redact mutually
agreed-upon portions of this Agreement to the fullest extent permitted under
applicable laws, rules and regulations and (ii) submit a request to such
governing body that such portions and other provisions of this Agreement receive
confidential treatment under the laws, rules and regulations of the Securities
and Exchange Commission or otherwise be held in the strictest confidence to the
fullest extent permitted under the laws, rules or regulations of any other
applicable governing body.

9.    Limitation of Liability; Disclaimer; Indemnification.

9.1   LIABILITY. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER
      PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
      DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
      DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF SERVICES, THE
      USE OR INABILITY TO USE THE ICQ NETWORK, THE ICQ SERVICE, ICQ.COM OR THE
      MP AREAS, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS,
      BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST
      BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY
      WILL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES
      ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT
      TO SECTION 9.3. EXCEPT AS PROVIDED IN SECTION 9.3, (I) LIABILITY ARISING
      UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE
      DAMAGES, AND (II) THE MAXIMUM LIABILITY OF ONE PARTY TO THE OTHER PARTY
      FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED
      THE AGGREGATE PAYMENTS MADE UNDER THIS AGREEMENT; PROVIDED THAT EACH PARTY
      WILL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS
      OWED TO THE OTHER PARTY PURSUANT TO THE AGREEMENT.

9.2   NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
      NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY
      REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ICQ
      NETWORK, THE ICQ SERVICE, ICQ.COM, THE SERVICES OR THE MP AREAS, INCLUDING
      ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
      PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF
      PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ICQ
      SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF THE MP
      AREAS.

9.3   Indemnity. Either Party will defend, indemnify, save and hold harmless the
      other Party and the officers, directors, agents, affiliates, distributors,
      franchisees and employees of the other Party from any and all third party
      claims, demands, liabilities, costs or expenses, including reasonable
      attorneys' fees ("Liabilities"), resulting from the indemnifying Party's
      breach of its warranty under Section 7 or 8 of Exhibit F, as applicable.

9.4   Claims. If a Party entitled to indemnification hereunder (the "Indemnified
      Party") becomes aware of any matter it believes is indemnifiable hereunder
      involving any claim, action, suit, investigation, arbitration or other
      proceeding against the Indemnified Party by any third party (each an
      "Action"), the Indemnified Party will give the other Party (the
      "Indemnifying Party") prompt written notice of such Action. Such notice
      will (i) provide the basis on which indemnification is being asserted and
      (ii) be accompanied by copies of all relevant pleadings, demands, and
      other papers related to the Action and in the possession of the
      Indemnified Party. The Indemnifying Party will have a period of ten (10)
      business days after delivery of such notice to respond. If the
      Indemnifying Party elects to defend the Action or does not respond within
      the requisite ten (10) business day period, the Indemnifying Party will be
      obligated to defend the Action, at its own expense, using counsel of its
      choosing. The Indemnified Party will cooperate, at the expense of the
      Indemnifying Party, with the Indemnifying Party and its counsel in the
      defense and the Indemnified Party will have the right to participate
      fully, at its own expense, in the defense of such Action. If the
      Indemnifying Party responds within the required ten (10) business day
      period and elects not to defend such Action, the Indemnified Party will be
      free, without prejudice to any of the Indemnified Party's rights
      hereunder, to compromise or defend (and control the defense of) such
      Action. In such case, the Indemnifying Party will cooperate, at its own
      expense, with the Indemnified Party and its counsel in the defense against
      such Action and the Indemnifying Party will have the right to participate
      fully, at its own expense, in the defense of such Action. Any compromise
      or settlement of an Action will require the prior written consent 

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      of both Parties hereunder, such consent not to be unreasonably
      withheld or delayed.

9.5   Acknowledgment. ICQ and MP each acknowledges that the provisions of this
      Agreement were negotiated to reflect an informed, voluntary allocation
      between them of all risks (both known and unknown) associated with the
      transactions contemplated hereunder. The limitations and disclaimers
      related to warranties and liability contained in this Agreement are
      intended to limit the circumstances and extent of liability. The
      provisions of this Section 9 will be enforceable independent of and
      severable from any other enforceable or unenforceable provision of this
      Agreement.

10. Solicitation of ICQ Users. During the term of the Agreement and for a two
year period thereafter, MP will not use the ICQ Network (including, without
limitation, the e-mail network contained therein) to solicit ICQ Users on behalf
of another Interactive Service. More generally, MP will not send unsolicited,
commercial e-mail (i.e., "spam") or other online communications through or into
ICQ's products or services, absent a Prior Business Relationship. For purposes
of this Agreement, a "Prior Business Relationship" will mean that the ICQ User
to whom commercial e-mail or other online communication is being sent has
voluntarily either (i) engaged in a transaction with MP or (ii) provided
information to MP through a contest, registration, or other communication, which
included clear notice to the ICQ User that the information provided could result
in commercial e-mail or other online communication being sent to that ICQ User
by MP or its agents. Any commercial e-mail communications to ICQ Users which are
otherwise permitted hereunder, will (a) include a prominent and easy means to
"opt-out" of receiving any future commercial e-mail or other online
communications from MP, and (b) shall also be subject to ICQ's then-standard
restrictions on distribution of bulk e-mail (e.g., related to the time and
manner in which such e-mail can be distributed through or into the ICQ product
or service in question).

11. ICQ User Communications. To the extent that MP is permitted to communicate
with ICQ Users under Section 10 of this Exhibit G, in any such communications to
ICQ Users on or off the MP Areas (including, without limitation, e-mail
solicitations), MP will not encourage ICQ Users to take any action inconsistent
with the scope and purpose of this Agreement, including without limitation, the
following actions: (i) using an Interactive Site other than the MP Areas for the
purchase of Services, or (ii) bookmarking of Interactive Sites. Additionally,
with respect to such ICQ User communications, in the event that MP encourages an
ICQ User to purchase products through such communications, MP shall ensure that
(a) the ICQ Network is promoted as the primary means through which the ICQ User
can access the MP Areas and (b) any link to the MP Areas will link to a page
which indicates to the ICQ User that such user is in a site which is affiliated
with the ICQ Network.

12. Collection and Use of User Information. The collection, use and disclosure
by MP of information obtained from ICQ Users under this Agreement ("User
Information") shall comply with (i) all applicable laws and regulations and (ii)
ICQ's standard privacy policies, available on the Interactive Site ICQ.com (or,
in the case of the MP Areas, MP's standard privacy policies so long as such
policies are prominently published on the site and provide adequate notice,
disclosure and choice to users regarding MP's collection, use and disclosure of
user information). MP will not disclose User Information collected hereunder to
any third party in a manner that identifies ICQ Users as end users of an ICQ
product or service or use Member Information collected under this Agreement to
market another Interactive Service.

13. Statements through ICQ Network. Neither Party shall make, publish, or
otherwise communicate through the ICQ Network or the MP Areas any deleterious
remarks concerning the other Party or its affiliates, directors, officers,
employees, or agents (including, without limitation, the other Party's business
projects, business capabilities, performance of duties and services, or
financial position) which remarks are based on the relationship established by
this Agreement or information exchanged hereunder.

14. Excuse. Neither Party will be liable for, or be considered in breach of or
default under this Agreement on account of, any delay or failure to perform as
required by this Agreement as a result of any causes or conditions which are
beyond such Party's reasonable control and which such Party is unable to
overcome by the exercise of reasonable diligence.

15. Independent Contractors. The Parties to this Agreement are independent
contractors. Neither Party is an agent, representative or employee of the other
Party. Neither Party will have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other Party. This Agreement will not be interpreted or
construed to create an association, agency, joint venture or partnership between
the Parties or to impose any liability attributable to such a relationship upon
either Party.

16. Notice. Any notice, approval, request, authorization, direction or other
communication under this Agreement will be given in writing and will be deemed
to have been delivered and given for all purposes (i) on the delivery date if
delivered by electronic mail on the ICQ Network (to the e-mail address
"AOLNotice@aol.com" in the case of ICQ) or by confirmed facsimile; (ii) on the
delivery date if delivered personally to the Party to whom the same is directed;
(iii) one business day after deposit with a commercial overnight carrier, with
written verification of receipt; or (iv) five (5) business days after the
mailing date, whether or not actually received, if sent by U.S. mail, return
receipt requested, postage and charges prepaid, or any other means of rapid mail
delivery for which a receipt is available. In the case of ICQ, such notice will
be provided to both the President for Business Affairs (fax no. 703-265-1206)
and the Deputy General Counsel (fax no. 703-265-1105), each at the address of
ICQ set forth in the first paragraph of this Agreement. In the case of MP,
except as otherwise specified herein, the notice address will be the address for
MP set forth in the first paragraph of this Agreement, 

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with the other relevant notice information, including the recipient for notice
and, as applicable, such recipient's fax number or ICQ e-mail address, to be as
reasonably identified to ICQ by MP.

17. No Waiver. The failure of either Party to insist upon or enforce strict
performance by the other Party of any provision of this Agreement or to exercise
any right under this Agreement will not be construed as a waiver or
relinquishment to any extent of such Party's right to assert or rely upon any
such provision or right in that or any other instance; rather, the same will be
and remain in full force and effect.

18. Return of Information. Upon the expiration or termination of this Agreement,
each Party will, upon the written request of the other Party, return or destroy
(at the option of the Party receiving the request) all confidential information,
documents, manuals and other materials specified the other Party.

19. Survival. Sections 4.1, 4.2, 4.3, 5.2 and 6 of the body of the Agreement,
Sections 7 and 8 of Exhibit F and Sections 8 through 29 of this Exhibit, will
survive the completion, expiration, termination or cancellation of this
Agreement.

20. Entire Agreement. This Agreement sets forth the entire agreement and
supersedes any and all prior agreements of the Parties with respect to the
transactions set forth herein. Neither Party will be bound by, and each Party
specifically objects to, any term, condition or other provision which is
different from or in addition to the provisions of this Agreement (whether or
not it would materially alter this Agreement) and which is proffered by the
other Party in any correspondence or other document, unless the Party to be
bound thereby specifically agrees to such provision in writing.

21. Amendment. No change, amendment or modification of any provision of this
Agreement will be valid unless set forth in a written instrument signed by the
Party subject to enforcement of such amendment signed by an executive of at
least the same standing to the executive who signed the Agreement.

22. Further Assurances. Each Party will take such action (including, but not
limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by any other Party for the implementation or continuing
performance of this Agreement.

23. Assignment. MP will not assign this Agreement or any right, interest or
benefit under this Agreement without the prior written consent of ICQ, which
consent shall not be unreasonably withheld or delayed.. ICQ shall not assign
this Agreement to any Section 3.5 Entity without the prior written consent of
MP, which consent shall not be unreasonably withheld or delayed. Subject to the
foregoing, this Agreement will be fully binding upon, inure to the benefit of
and be enforceable by the Parties hereto and their respective successors and
assigns.

24. Construction; Severability. In the event that any provision of this
Agreement conflicts with the law under which this Agreement is to be construed
or if any such provision is held invalid by a court with jurisdiction over the
Parties to this Agreement, (i) such provision will be deemed to be restated to
reflect as nearly as possible the original intentions of the Parties in
accordance with applicable law, and (ii) the remaining terms, provisions,
covenants and restrictions of this Agreement will remain in full force and
effect.

25. Remedies. Except where otherwise specified, the rights and remedies granted
to a Party under this Agreement are cumulative and in addition to, and not in
lieu of, any other rights or remedies which the Party may possess at law or in
equity; provided that, in connection with any dispute hereunder, MP will be not
entitled to offset any amounts that it claims to be due and payable from ICQ
against amounts otherwise payable by MP to ICQ.

26. Applicable Law. Except as otherwise expressly provided herein, this
Agreement will be interpreted, construed and enforced in all respects in
accordance with the laws of the Commonwealth of Virginia except for its
conflicts of laws principles.

27. Export Controls. Both Parties will adhere to all applicable laws,
regulations and rules relating to the export of technical data and will not
export or re-export any technical data, any products received from the other
Party or the direct product of such technical data to any proscribed country
listed in such applicable laws, regulations and rules unless properly
authorized.

28. Headings. The captions and headings used in this Agreement are inserted for
convenience only and will not affect the meaning or interpretation of this
Agreement.

29. Counterparts. This Agreement may be executed in counterparts, each of which
will be deemed an original and all of which together will constitute one and the
same document


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                                    EXHIBIT H




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