Internet-Sign Up Referral and Microsoft Internet Explorer License and Distribution Agreement - Microsoft Corp. and EarthLink Network Inc.


          INTERNET-SIGN UP WIZARD REFERRAL AND MICROSOFT INTERNET
               EXPLORER LICENSE AND DISTRIBUTION AGREEMENT

     This Internet-Sign Up Referral and Microsoft Internet Explorer License 
and Distribution Agreement ('Agreement') is made and entered into this 16th 
day of August, 1996 ('Effective Date'), by and between MICROSOFT CORPORATION, 
a Washington corporation, One Microsoft Way, Redmond, WA 98052-6399 ('MS'), 
and Earthlink Network, Inc., a Delaware corporation, including its majority 
owned subsidiaries and affiliates (collectively, 'COMPANY').

                               INTRODUCTION

     This Agreement includes two distinct business arrangements.

     Under the first arrangements, MS plans to develop and distribute an 
'Internet Connection Wizard' as a means of promoting internet access services 
for various Internet access service providers, including COMPANY, and of 
acquiring subscribers for such access services.  COMPANY will pay MS a 
referral fee for each subscriber acquired by means of the Internet Connection 
Wizard.

     Under the second arrangement, COMPANY may distribute, on a royalty-free 
basis, a customized version of Microsoft Internet Explorer to subscribers 
or potential subscribers of its Internet access services.

     In consideration of the mutual promises and covenants contained herein, 
the parties agree as follows:

1.  DEFINITIONS. The following terms, whenever initially capitalized, shall 
have the following meanings for purposes of this Agreement:

    1.1  'Access' shall mean telecommunications facilities and services that 
enable a computer user to access and use Internet sites and content by means 
of a TCP/IP connection.

    1.2  'COMPANY Information' shall mean information regarding or relating to 
the ISP Service such as order processing information, fees, service plans, 
etc., and other information that is reasonably necessary to describe and 
solicit orders of the ISP Service to the ISP Subscriber and/or such other 
information that has been mutually agreed to by the parties.

    1.3  'Comic Chat' shall mean the graphical Internet chat client in all 
available language versions requested by COMPANY, and for all available 
platforms.

    1.4  'Criteria' shall mean the applicable Internet Explorer criteria as 
defined in the Microsoft Internet Explorer Logo Qualification Criteria, 
attached to Exhibit G as Attachments 1 and 2, and such future versions as 
established by MS in its sole discretion.

    1.5  'Guidelines' shall mean the guidelines for use of the Logo as 
outlined in the Microsoft Internet Explorer Logo Usage Guidelines which are 
attached hereto as Exhibit G and H and are an integral part of this Agreement.

    1.6  'IEAK' shall mean the Internet Explorer Administration Kit, including 
any updates to the IEAK as may be provided by MS from time to time, which 
contains a single copy of the Licensed Software in object code as well as a 
set of tools that enable COMPANY to perform limited customizations

   
LICENSE #7691-6250

* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    



to the Licensed Software in order to facilitate the ISP Subscriber sign up 
process, and to automate the task of creating diskettes/CD ROMs for 
distribution. COMPANY shall use the IEAK in accordance with the instructions 
in the IEAK and the Logo Guidelines provided by MS.

    1.7  'Internet Connection Wizard' shall mean an electronic referral 
mechanism to be developed by MS to promote the ISP services for various ISP 
service providers, including COMPANY, and which ordering mechanism shall 
enable the end user to order ISP Service via a link to COMPANY's Sign-up 
Server or other method mutually agreed to by the parties. The Internet 
Connection Wizard shall prompt the ISP Subscriber to enter various Locator 
Information. The Internet Connection Wizard shall be launched from an icon on 
the 'desktop' of the English language version of Windows 95 designated as 'The 
Internet' or such other name designated by MS. MS may include the Internet 
Connection Wizard in other MS products as determined by MS. An overview of 
the referral and ordering process is set forth in Exhibit Z.

    1.8  'Internet Explorer' shall mean the (a) Microsoft Internet Explorer 
(Domestic English Language and such other foreign language versions requested 
by COMPANY and which MS has available) for the following platforms: Windows 
3.x (including Windows for Workgroups 3.x), Windows NT 3.x, Windows 95 and 
Apple Macintosh; and (b) a customized version of Internet Explorer created 
through the use of the IEAK. Availability of various versions of Internet 
Explorer is summarized in Exhibit F.

    1.9  'Internet Mail and News' shall mean the client for email and Internet 
newsgroups in all available language versions requested by COMPANY, and for all 
available platforms.

    1.10 'Internet Product' shall mean any COMPANY product which provides 
access to or information about the Internet. An Internet Product may not be a 
personal computer. For purposes of this Agreement, 'ISP Service' (defined 
below) shall be a type of Internet Product.

    1.11 'Internet Site' shall mean COMPANY's worldwide web site(s) which 
meet the applicable Criteria.

    1.12 'ISP Information' shall mean information regarding or relating to 
internet access services (including the ISP Service) such as order processing 
information, fees, service plans, ETC., and other information that is 
reasonably necessary to describe and solicit orders of such internet access 
services to the internet access service subscriber and/or such other 
information that has been mutually agreed to by MS and an internet service 
provided (including COMPANY).

    1.13 'ISP Information Page' shall mean a HTML based page which includes 
ISP Information, to be maintained by COMPANY and hosted on the MS Referral 
Server. The ISP Information Page shall be downloaded to the prospective ISP 
Subscriber as part of the ordering and referral process.

    1.14 'ISP Phone Book(s)' shall mean a listing of names of ISPs and 
associated telephone numbers and other ISP Information, including COMPANY 
Information. ISP Phone Books may be unique to a given telephone area code 
and/or geographic region. There may be one or more ISP Phone Books specific 
to a single telephone area code, geographic region or Service Area. The ISP 
Phone Book(s) shall be hosted on one or more Referral Server(s). MS shall 
solely determine the placement, presentation and content of COMPANY 
Information in the ISP Phone Book(s).

    1.15 'ISP Referral Fee' shall mean an amount set forth in Exhibit D for 
each new ISP Subscriber. COMPANY shall receive a credit for each ISP 
Subscriber for which an ISP Referral Fee was previously paid, who cancels the 
ISP Service account within ninety (90) days of initiation of the ISP Service.

    1.16 'ISP Service' shall mean a COMPANY service, listed in Exhibit B, 
which provides an internet protocol (IP) access service to the Internet as 
contemplated by this Agreement. The parties

   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                       2



acknowledge that COMPANY may provide access to the Internet via other 
Internet Product(s) not listed in Exhibit B.

    1.17 'ISP Subscriber' shall mean any individual or legal entity who 
subscribes to the ISP Service through or as a result of the Internet 
Connection Wizard.

    1.18 'License Key' shall mean the 10-digital alpha numeric code provided 
by MS that enables COMPANY to use the customization features in the IEAK.

    1.19 'Licensed Software' shall mean, collectively, Internet Explorer, 
NetMeeting, Internet Mail and News, and Comic Chat.

    1.20 'Locator Information' shall mean an ISP Subscriber's name, email and 
conventional mailing addresses, telephone and facsimile numbers, credit card 
number, and any other data about such subscriber that enables the possessor of 
such information to personally identify the end user.

    1.21 'Logo' shall mean the 'Microsoft-Registered Trademark- Internet
Explorer' logo depicted in the Guidelines or such additional or replacement
logos as MS may provide from time to time under this Agreement.

    1.22 'NetMeeting' shall mean Microsoft's realtime collaboration and 
communication software in all available language versions requested by 
COMPANY, and for all available platforms.

    1.23 'Referral Server' shall mean a server maintained by MS which shall 
provide an ISP Subscriber with one or more ISP Phone Books, and which shall 
enable the ISP Subscriber to transmit ordering information, via the Internet 
Connection Wizard to the Sign-up Server.

    1.24 'Service Area' shall mean the area in which COMPANY currently 
provides or will provide Access, as of the Effective Date, as set forth in 
Exhibit B.

    1.25 'Sign-up Server' shall mean a server maintained by COMPANY which 
shall enable the ISP Subscriber to order ISP Service from COMPANY and shall 
further enable COMPANY to configure the ISP Subscriber's copy of the Licensed 
Software (hosted on the ISP Subscriber's computer), all via online 
transmission. COMPANY shall use the Sign-up Server to configure the ISP 
Subscriber's copy of Licensed Software in accordance with the ISP Subscriber 
Configuration Guidelines set forth in Exhibit E.

2. LICENSE FOR DISTRIBUTION OF CUSTOMIZED VERSION OF MICROSOFT INTERNET
   EXPLORER; LOGO LICENSE; AND LICENSE RESTRICTIONS

   
   2.1 MS grants to COMPANY a nonexclusive, limited worldwide, royalty-free 
license during the term of this Agreement to (a) customize Internet Explorer 
using the IEAK solely in accordance with the instructions provided in the 
IEAK's 'Custom ISK Wizard'; and (b) reproduce and distribute (directly and 
indirectly) through COMPANY's distribution channel the Licensed Software 
(including Internet Explorer as may be customized by COMPANY) to potential 
end users of COMPANY's Internet Product(s). COMPANY acknowledges and agrees 
that its use of the IEAK to customize Internet Explorer requires the rightful 
receipt from MS of the License Key allocated to COMPANY. Except as provided 
in Exhibit E, Company may not ********* ** *** ************ **** ** ******** 
******** ******* ** *** *** ************ ********** in the course of 
Company's configuration of the ISP Subscriber's copy of Licensed Software.
    

   2.2 COMPANY acknowledges and agrees that its use of the IEAK to customize 
Internet Explorer requires the rightful receipt from MS of the License Key 
allocated to COMPANY. COMPANY agrees that it shall use the IEAK solely in 
accordance with the instructions provided in the IEAK's Custom

   
* - Confidential portions of this exhibit have been omitted, marked with
    asterisks (*) and filed separately with the Securities and Exchange
    Commission pursuant to an application for confidential treatment.
    
                                       3



ISK Wizard that is available to COMPANY upon input of the allocated License 
Key and in accordance with the Logo Guidelines provided by MS.

   2.3 If MS makes a new release (other than an 'Update' release which is 
designated by MS as a change in the hundredths digit ([x.x(x)]) of any 
component of the Licensed Software available, then: (a) COMPANY may no longer 
distribute the old version of the Licensed Software component, and may only 
distribute such new release of the Licensed Software component with COMPANY's 
Internet Product, provided, however that Company may continue to distribute 
existing inventory of Company's Internet Product containing a prior version 
of a Licensed Software component for a period of six (6) months following MS' 
release of a new release; and (b) COMPANY must formally notify its customers 
on COMPANY's home page for its main public web site that an upgrade of the 
Licensed Software component is available at the download URL specified in the 
most current version of the Internet Explorer Logo License Agreement located 
on www.microsoft.com for Internet Explorer and at www.microsoft.com/ie for 
other components of the Licensed Software. The text of the respective notices 
must state: For Internet Explorer: 'Microsoft has made available a new 
version of Internet Explorer. Click the Internet Explorer Logo to upgrade 
your browser today.' and for other components: 'Microsoft has made available a
new version of (NetMeeting/Internet Mail and News/Comic Chat). Go to 
www.microsoft.com/ie to update you software today'. This notification will 
remain present on the COMPANY's main public web site until the earlier of 
COMPANY's depletion of its outdated inventory, or until three (3) months 
following the public availability of a new release.

   2.4 Subject to and expressly conditioned upon compliance with the terms 
and conditions of this Agreement, MS hereby grants to COMPANY a worldwide, 
nonexclusive, non-assignable, nontransferable, royalty-free, right to use the 
Logo solely in conjunction with COMPANY's Internet Site(s) and/or Internet 
Product(s) and solely in the manner described in the Guidelines. COMPANY 
agrees and acknowledges: MS owns the Logo; use of the Logo will inure to the 
benefit of MS; COMPANY will not adopt, use, or register any corporate name, 
trade name, trademark, service mark, or certification mark, or other 
designation similar to, or containing in whole or in part, the Logo; 
COMPANY's use of the Logo shall adhere to the Criteria.

   2.5 COMPANY may not reverse engineer, decompile or disassemble the 
Licensed Software.

   2.6 COMPANY shall only distribute NetMeeting in conjunction with Internet 
Explorer.

   2.7 COMPANY may not permit further redistribution of the Licensed Software 
by ISP Subscribers and end user customers of COMPANY's other internet access 
services, if applicable.

   2.8 COMPANY shall maintain and not alter or remove any copyright, 
trademark and other protective notices contained in the Licensed Software, 
including the end user license agreement ('EULA') which is included in the 
setup installation of the Licensed Software. COMPANY shall also comply with 
Microsoft's trademark guidelines with respect to the proper use of Microsoft 
trademarks associated with the Licensed Software.

   2.9 COMPANY shall require its distributors, dealers and others in its 
distribution channels to comply with the relevant distribution terms of this 
Agreement, in particular with Section 2.

   2.10 COMPANY shall not modify, alter or remove contents of the Licensed 
Software except as expressly provided in this Agreement.

   2.11 All rights not expressly granted herein are reserved by MS.

3. MICROSOFT OBLIGATIONS

   MS shall perform the following:

   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                       4


   
     3.1  DEVELOP INTERNET CONNECTION WIZARD AND ISP PHONE BOOK(S); 
MAINTAIN ISP PHONE BOOK(S). Provided that COMPANY complies with its 
obligations under this Agreement, MS shall include COMPANY's name, telephone 
number and other mutually agreed upon COMPANY Information in the applicable 
ISP Phone Book(s). Notwithstanding anything to the contrary in this 
Agreement, MS may move COMPANY Information to another ISP Phone book or 
remove COMPANY Information from one or all ISP Phone books if (a) during any 
two calendar quarters COMPANY's shipments of Licensed Software (where 
Internet Explorer is distributed ** *** **** *** *******) falls below 
************ ******* ***** of total COMPANY shipments of all web browsers or 
(b) commencing two calendar quarters after MS first distributes an Internet 
Connection Wizard, during any single calendar quarter the number of new ISP 
Subscribers for such quarter compared to the number of new subscribers of 
other ISPs which appear in the same ISP Phone Book as COMPANY for such 
quarter, is such that COMPANY is in the ****** ****** ******* ***** of all 
ISPs listed in the ISP Phone Book. By way of example, if there are *** *** 
ISPs in an ISP Phone Book ***** *** ******* *** *** ****** ****** ** *** 
*********** ******** ** ***** **** ** *** *** ***** *****, then MS could move 
COMPANY information to another ISP Phone Book or remove COMPANY information 
from one or all ISP Phone Books. For purposes of Section 3.1(a) browser 
shipment calculation shall exclude those copies of a web browser shipped by 
******** ******** ********** ****** ** ******* **     

     3.2  DISTRIBUTION OF INTERNET CONNECTION WIZARD. Incorporate the 
Internet Connection Wizard into an icon on the 'desktop' of the English 
language version of Windows 95 designated as 'The Internet' or such other 
name designated by MS.

     3.3  REFERRAL SERVER. Develop and maintain Referral Server.

     3.4  PROMOTION. Include information concerning the ISP Service in press 
releases and marketing activities related to promotion of the Internet 
Connection Wizard.

4.   COMPANY OBLIGATIONS
     -------------------

     COMPANY shall perform the duties described in Exhibit C.

5.   PAYMENT AND REPORTING
     ---------------------
   
     5.1  ADVANCE. In Consideration for MS including information regarding 
the ISP Services in the ISP Phone Book, COMPANY shall distribute up to ****** 
****** of Microsoft Internet Explorer to its current customer base ** ******* 
according to Exhibit D Section 4. Advance shall be ****** **** ******* ****** 
** *** ******** *** ******** ********* shipped to subscribers before 9/30/96. 
COMPANY shall pay the Advance to MS on or before 9/30/96.
    
     5.2  ISP REFERRAL FEE. In consideration of each ISP Subscriber, COMPANY 
shall pay MS the ISP Referral Fee for each subscription for ISP Service 
ordered by each ISP Subscriber.

     5.3  REPORTING. Within forty five (45) days after the end of each 
calendar quarter, COMPANY shall furnish MS a statement together with payment 
for any amount shown thereby to be due to MS. The royalty statement shall be 
based upon ISP Referral Fees for the quarter then ended, and shall be in the 
form of the sample report included on Exhibit D. Late payment(s), including 
receipts for foreign taxes withheld, if applicable, shall bear interest at 
the rate of one and one-half percent (1.5%) per month or the maximum rate 
allowable by applicable law, from the date such payment is due until the date 
it is actually paid. COMPANY's report shall include for each version of the 
Licensed Software, the number of copies of the Licensed Software licensed or 
distributed by or for COMPANY during that calendar quarter, including 
'competitive upgrade' copies as described in Exhibit D. In the event that no 
copies were licensed or distributed by or for COMPANY during a calendar 
quarter, COMPANY shall indicate this on the report. COMPANY's report shall 
further include the number of copies of all web browsers licensed or
   
*  - Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    

                                      5



distributed by or for COMPANY during that calendar quarter. All such reports 
shall be maintained in confidence by MS and shall not be disclosed to any 
third party except to its immediate legal and financial consultants as may be 
required in the ordinary course of MS' business.

     5.4  All amounts due hereunder shall be sent to the address listed in 
Section 11. All amounts due hereunder are exclusive of any taxes, duties, 
fees, excises or tariffs imposed on any of COMPANY's activities in connection 
with this Agreement. Such charges, if any, shall be paid by COMPANY.

6.  ACCEPTANCE, DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
    --------------------------------------------------------------

    6.1  The Licensed Software and IEAK are deemed accepted by COMPANY.

    6.2  Neither the COMPANY nor any of its employees shall have any right to 
make any representation, warranty, or promise on behalf of MS.

    6.3  THE LICENSED SOFTWARE AND IEAK ARE PROVIDED TO COMPANY AS IS WITHOUT 
WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE 
LICENSED SOFTWARE AND IEAK ARE ASSUMED BY COMPANY AND THE END-USER CUSTOMER. 
MS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT 
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR 
PURPOSE AND NON-INFRINGEMENT.

   6.4  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DIRECT (EXCEPT AS TO 
AMOUNTS OWED HEREUNDER), CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL 
DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF 
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND 
THE LIKE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE 
OR IEAK, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF 
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY 
NOT APPLY.

  6.5  Not withstanding Section 6.4:

   (a) MS agrees to defend COMPANY against, and pay the amount of any adverse 
final judgment (or settlement to which MS consents) resulting from, third 
party claim(s) (hereinafter 'Indemnified Claims') that the Internet Explorer 
infringes any copyright or trade secret enforceable in any included 
Jurisdictions (defined in Section 6.5(d), below); provided MS is notified 
promptly in writing of the Indemnified Claim and has sole control over its 
defense or settlement, and COMPANY provides reasonable assistance in the 
defense of the same at MS expense for COMPANY's reasonably incurred 
out-of-pocket expenses.
   (b) In the event MS receives information concerning an intellectual 
property infringement claim (including an Indemnified Claim) related to the 
Internet Explorer, MS may at its expense, without obligation to do so, either 
(i) procure for COMPANY the right to continue to distribute the alleged 
infringing Internet Explorer or (ii) replace or modify the Internet Explorer 
to make it non-infringing, and in which case, COMPANY shall thereupon cease 
distribution of the alleged infringing Internet Explorer.
   (c) MS shall have no liability for any intellectual property infringement 
claim (including an Indemnified Claim) based on COMPANY's (i) manufacture, 
distribution, or use of any Internet Explorer after MS' notice that COMPANY 
should cease manufacture, distribution, or use of such Internet Explorer due 
to such a claim; or (ii) unauthorized combination of a Internet Explorer with 
any other product, program or data; or (iii) unauthorized adaptation or 
modification of any Internet

   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                      6



Explorer. For all claims described in this Section 6.5(c), COMPANY agrees to 
defend and indemnify MS to the same extent that MS is obligated to defend and 
indemnify COMPANY under Sections 6.5(a), 6.5(b) and 6.5(c).
   (d) MS shall have no obligation to COMPANY for any Indemnified Claims 
which arise outside the geographical boundaries of the United States, Canada, 
Australia, Japan, the European Union, and Norway ('Included Jurisdictions').

7.  TERM OF AGREEMENT
    -----------------

The term of this Agreement shall commence as of the Effective Date and shall 
continue for a period of two (2) years. Thereafter, this Agreement shall 
automatically renew for successive one year terms unless either party gives 
the other party thirty (30) days written notice of its intent not to renew. 
Either party may terminate for any reason upon 30 days written notice.

8.  DEFAULT AND TERMINATION
    -----------------------

    8.1  This Agreement may terminate earlier if any of the following events 
of default occur: (a) if COMPANY materially fails to perform or comply with 
this Agreement or any provision hereof; (b) if COMPANY fails to strictly 
comply with the provisions of Section 10 or makes or attempts to make an 
assignment in violation of Section 13.5; (c) if COMPANY becomes insolvent or 
admits in writing its inability to pay its debts as they mature, or makes an 
assignment for the benefit of creditors; (d) if a petition under any foreign, 
state, or United States bankruptcy act, receivership statute, or the like, as 
they now exist, or as they may be amended, is filed by COMPANY; or (e) if 
such a petition is filed by any third party, or an application for a receiver 
of COMPANY is made by anyone and such petition or application is not resolved 
favorably to COMPANY within sixty (60) days.

    8.2  Termination under subsection 8.1(b) shall be effective as of the 
date notice is given. In all other cases, termination shall be effective 
thirty (30) days after notice of termination to COMPANY if COMPANY's defaults 
have not been cured. The rights and remedies of MS provided in this Section 
shall not be exclusive and are in addition to any other rights and remedies 
provided by law or this Agreement.

    8.3  Upon termination of this Agreement for any reason, COMPANY must 
cease distribution of the Licensed Software. Upon termination of this 
Agreement, COMPANY's Information shall be immediately removed from the ISP 
Phone Book(s). If this Agreement is terminated other than due to COMPANY's 
default, COMPANY may distribute Licensed Software remaining in inventory as 
of such termination date for a period of three (3) months. After such time, 
COMPANY shall destroy all full or partial copies of the Licensed Software and 
IEAK in COMPANY's possession or under its control. If this Agreement is 
terminated for cause pursuant to Section 8, COMPANY shall return to MS or 
destroy all full or partial copies of the Licensed Software and IEAK in 
COMPANY'S possession or under its control within ten (10) days following the 
termination date, including any in-house copies COMPANY may have produced.

    8.4  End user licenses validly granted prior to expiration or termination 
of this Agreement shall survive termination or expiration of this Agreement.

    8.5  Sections 1, 5, 6, 8, 10, 11, 12 and 13 shall survive termination of 
this Agreement.

9.  SUPPORT
    -------

    9.1  COMPANY shall have the sole responsibility and expense for providing 
all support for the Sign-up Server and all support needed by ISP Subscribers 
for the Licensed Software and the ISP Service.

   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                       7



     9.2  MS will provide COMPANY (but not ISP Subscribers) support for the 
Internet Connection Wizard. Except for such support, this Agreement does not 
include technical support from MS to COMPANY. Technical support may be 
available from MS or an MS subsidiary pursuant to a separate agreement.


10. NONDISCLOSURE AGREEMENT

COMPANY shall keep confidential the terms and conditions of this Agreement, 
and other non-public information and know-how disclosed to COMPANY by MS. 
However, COMPANY may disclose the terms and conditions of this Agreement in 
confidence as follows: (1) in confidence to its immediate legal and financial 
consultants as required in the ordinary course of COMPANY's business; (2) to 
the SEC or others as legally required in connection with a public offering of 
the COMPANY's stock, in which event COMPANY will inform MS of the date and 
content of its filing and will cooperate with MS in attempting to keep as 
many of the terms of this agreement confidential as possible, especially the 
financial terms; (3) to COMPANY's Affinity Marketing Partners only upon 
specific request of such partners and then only page 1, paragraph 2.1 and the 
signature page.

11. NOTICES AND REQUESTS

All notices, authorizations, and requests in connection with this Agreement 
shall be deemed given on the day they are (i) deposited in the U.S. mails, 
postage prepaid, certified or registered, return receipt requested; or (ii) 
sent by overnight courier, charges prepaid, with a confirming fax; and 
addressed as follows:

NOTICES TO COMPANY:

                 EarthLink Network, Inc.
                 3100 New York Drive
                 Pasadena, CA 91107

Attn:            Garry Betty, President
Telephone:       (818) 296 2408
Fax:             (818) 296 4161


NOTICES TO MS AND PAYMENTS/VOLUME DISTRIBUTIONS SUMMARIES:


Notices:         MICROSOFT CORPORATION
                 One Microsoft Way
                 Redmond, WA 98052-6399

Attn:            Senior Vice President, Systems
Copy to:         Law & Corporate Affairs, US Legal
Fax:             (206) 936-7209


Payments/Volume  MICROSOFT CORPORATION
Distribution     Remittance Processing
Summaries:       P.O. Box 84808
                 Seattle, WA 98124-6108


or such other address as the party to receive the notice or request so 
designates by written notice to the other.

12.  AUDITS

   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                      8


     12.1  During the term of this Agreement, COMPANY agrees to keep all 
usual and proper records and books of account and all usual and proper 
entries relating to COMPANY's ISP Subscriptions sufficient to substantiate 
the number of ISP Subscribers. COMPANY shall maintain on COMPANY premises 
such records for itself and for each Subsidiary which exercises rights under 
this Agreement.

     12.2  In order to verify statements issued by COMPANY and COMPANY's 
compliance with the terms of this Agreement, MS may cause an audit to be made 
of COMPANY's applicable books and records. Any audit shall be conducted 
during regular business hours at COMPANY's facilities upon reasonable advance 
notice. Any audit shall be conducted by an independent certified public 
accountant of national stature selected by MS (other than on a contingent fee 
basis).

     12.3  COMPANY agrees to provide MS' designated audit team access to the 
relevant COMPANY's records and facilities.

     12.4  Prompt adjustment shall be made to compensate for any errors or 
omissions disclosed by such audit. Any such audit shall be paid for by MS 
unless material discrepancies are disclosed. 'Material' shall mean the under 
reporting of five percent (5%) of the amount due. If material discrepancies 
are disclosed, COMPANY agrees to pay MS for the costs associated with the 
audit in addition to the amount of any discrepancy.

13.  GENERAL

     13.1  This Agreement shall be construed and controlled by the laws of the 
State of Washington, and COMPANY consents to jurisdiction and venue in the 
state and federal courts sitting in the State of Washington. Process may be 
served on either party in the manner provided in Section 11 above, or by such 
other method as is authorized by law.

     13.2  Neither this Agreement, nor any terms and conditions contained 
herein, shall be construed as creating a partnership, joint venture, agency 
relationship or as granting a franchise.

     13.3  This Agreement constitutes the entire agreement between the 
parties with respect to the subject matter hereof and supersedes all prior 
and contemporaneous agreements or communications. It shall not be modified 
except by a written agreement dated subsequent to the date of this Agreement 
and signed on behalf of COMPANY and MS by their respective duly authorized 
representatives. No waiver of any breach of any provision of this Agreement 
shall constitute a waiver of any prior, concurrent or subsequent breach of 
the same of any other provisions hereof, and no waiver shall be effective 
unless made in writing and signed by an authorized representative of the 
waiving party.

     13.4  If any provision of this Agreement shall be held by a court of 
competent jurisdiction to be illegal, invalid or unenforceable, the remaining 
provisions shall remain in full force and effect.

     13.5  The rights and obligations hereunder shall inure to the benefit of 
the successors of the parties hereto, provided any rights or obligations 
hereunder shall not be assigned by COMPANY without the prior written approval 
of MS. COMPANY hereby agrees that it will remain responsible for and guarantee 
the compliance of each majority owned subsidiary or affiliate which exercises 
rights under this Agreement.

     13.6  Any Licensed Software which COMPANY distributes or licenses to or 
on behalf of the United States of America, its agencies and/or 
instrumentalities (the 'Government'), is provided to COMPANY with RESTRICTED 
RIGHTS. Use, duplication or disclosure by the Government is subject to 
restriction as set forth in subparagraph (c)(l)(ii) of the rights in 
Technical Data and Computer Software clause at DFAR 252.227-7013, or as set 
forth in the particular department or agency regulations or rules which 
provide Microsoft protection equivalent to or greater than the above-cited 
clause. COMPANY shall comply with any requirements of the Government to 
obtain such RESTRICTED RIGHTS protection, 

   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                      9



including without limitation, the placement of any restrictive legends on the 
Tool documentation and any license agreement used in connection with the 
distribution thereof. Manufacturer is Microsoft Corporation, One Microsoft 
Way, Redmond, Washington 98052-6399. Under no circumstances shall Microsoft 
be obligated to comply with any Governmental requirements regarding cost and 
pricing data and cost accounting. For any distribution or license of the 
Licensed Software that would require compliance by Microsoft with 
Governmental requirements relating to cost and pricing data or cost 
accounting, COMPANY must obtain an appropriate waiver or exemption from such 
requirements for the benefit of Microsoft from the appropriate Governmental 
authority before the distribution and/or license of the Licensed Software to 
the Government.

     13.7  COMPANY acknowledges that the Licensed Software and IEAK are 
subject to the export control laws and regulations of the US, and any 
amendments thereof. COMPANY confirms that with respect to the Licensed 
Software, it will not export or re-export them, directly or indirectly, 
either to (a) any countries that are subject to US export restrictions 
(currently including, but not necessarily limited to, Cuba, the Federal 
Republic of Yugoslavia (Serbia and Montenegro), Iran, Iraq, Libya, North 
Korea, and Syria); (b) any end user who COMPANY knows or has reason to know 
will utilize them in the design, development or production of nuclear, 
chemical or biological weapons; or (c) any end user who has been prohibited 
from participating in the US export transactions by any federal agency of the 
US government. COMPANY further acknowledges that the Licensed Software and 
IEAK may include technical data subject to export and re-export restrictions 
imposed by US law.

     13.8  COMPANY shall, at its own expense, obtain and arrange for the 
maintenance in full force and effect of all governmental approvals, consents, 
licenses, authorizations, declarations, filings, and registrations as may be 
necessary for the performance of all of the terms and conditions of the 
Agreement including, but not limited to, foreign exchange approvals, import 
and offer agent licenses, fair trade approvals and all approvals which may be 
required to realize the purposes of the Agreement.

     13.9  In the event income taxes are required to be withheld by any 
non-U.S.A. government on payments required hereunder, COMPANY may deduct such 
taxes from the amount owed MS and pay them to the appropriate tax authority. 
COMPANY shall promptly deliver to MS an official receipt for any such taxes 
withheld or other documents necessary to enable MS to  claim a U.S.A. Foreign 
Tax Credit. COMPANY will make certain that any taxes withheld are minimized 
to the extent permitted by the applicable law.

     13.10 If either MS or COMPANY employs attorneys to enforce any rights 
arising out of or relating to this Agreement, the prevailing party shall be 
entitled to recover reasonable attorney's fees and costs.

     13.11 The following Exhibits are part of the Agreement:

           Exhibit B   Company ISP Service(s)
           Exhibit C   Company Obligations
           Exhibit D   ISP Referral Fees
           Exhibit E   ISP Subscriber Configuration Guidelines
           Exhibit F   Internet Explorer
           Exhibit G   Microsoft -Registered Trademark- Internet Explorer Online
                        Logo Usage Guidelines
            Attach 1&2 Microsoft Internet Explorer Logo Qualification
                       Criteria
           Exhibit H   Microsoft -Registered Trademark- Internet Explorer 
                       Standard Logo Usage Guidelines
           Exhibit X   Microsoft Frontpage Server Extensions
           Exhibit Y   Current agreement list.
           Exhibit Z   Windows 95 ISP Referral and Ordering Process
   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                      10



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
date set forth above. All signed copies of this Agreement shall be deemed 
originals.


MICROSOFT CORPORATION                     EarthLink Network, Inc.
                                          ---------------------------
                                          (COMPANY)



/s/ Cameron D. Myhrvold                   /s/   Charles G. Betty
--------------------------                ---------------------------
By (sign)                                 By (sign)


    Cameron D. Myhrvold                         Garry Betty
--------------------------                ---------------------------
Name (Print)                              Name (Print)


 VP-Public Network Sales                       Its President
--------------------------                ---------------------------
Title                                     Title


       9-19-96                                     8/16/96
--------------------------                ---------------------------
Date                                      Date
   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                     11

 :  PAGE>

                                 EXHIBIT B
                         COMPANY'S ISP SERVICE(S)


                           EarthLinks co-branded
                        Affinity Marketing Program

                          COMPANY SERVICE AREA

                   Currently United States and Canada
   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                      12



                                EXHIBIT C

     COMPANY OBLIGATIONS (NOTE: MS OBLIGATIONS ARE SET FORTH IN SECTION 3)

COMPANY SHALL PERFORM THE FOLLOWING DUTIES/OBLIGATIONS;

     1.  Offer the ISP Services(s).

     2.  Develop and maintain a Sign-up-Server. The Sign-up Server shall be 
operational on a 7X24 basis.

     3.  Estabilsh a toll free telephone number, or any other communication 
medium mutually agreed to by the parties for the processing of orders for ISP 
Subscribers. COMPANY shall notify MS in writing by a mutually agreed upon 
date of such specific communication medium or other relevant means of order 
entry secured by COMPANY for the ISP Service and any other COMPANY 
Information. COMPANY shall use unique numbers, extensions or addresses so as 
to ensure that all ISP Subscribers (e.g. those directed to the Sign-up Server 
by the Internet Connection Wizard) can be easily segregated from other orders 
received by COMPANY that do not originate from the Internet Connection Wizard 
for revenue reporting purposes.

     4.  Use and display the 'Microsoft Internet Explorer' logo on the home 
page for COMPANY's ISP Service, along with a hot link to 
www.microsoft.com/ie/ie.htm on the face of the home page.

     5.  In copies of Microsoft Internet Explorer distributed by COMPANY, 
COMPANY may set the 'default' URL to point to COMPANY's home page for the ISP 
Service, provided that such home page includes a hot link to 
www.microsoft.com/ie/ie.htm.
   
     6.  Offer the Microsoft Internet Explorer ** *** **** *** *** ****** *** 
********** *** **********. At the time of ISP Service request from an ISP 
Subscriber, COMPANY shall not express or imply that an alternate browser is 
available. COMPANY may provide a non-MS web browser with its ISP Service only 
upon a customer initiated request.

     7.  Company shall not advertise or otherwise promote any non-MS web 
browser **** **** ** ** *** ** ***** ************. By way of example, COMPANY 
shall not display any logo for, or maintain a link to, a non-MS web browser on 
Company's home page for the ISP Service, on the Start Page, or on any COMPANY 
home page for any other internet access service offered by COMPANY.
    
     8.  Use the Microsoft Internet Explorer name and logo in COMPANY's 
packaging, advertising and promotional materials. Such use shall be pursuant 
to MS' standard trademark policies as attached hereto and as may be provided 
by MS to COMPANY from time to time.

     9.  Within sixty (60) days following execution of this Agreement, issue 
a press release announcing that COMPANY has licensed the Microsoft Internet 
Explorer and include favorable commments about the Internet Explorer and 
ActiveX technology. In the event COMPANY elects to distribute NetMeeting, 
COMPANY shall issue a press release announcing such distribution within sixty 
(60) days following execution of this Agreement. COMPANY shall provide any 
such press release to Microsoft for review at least five (5) days
   
*  - Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                      13



prior to release, COMPANY agrees MS may use COMPANY's name in any press 
release MS issues regarding licensing of the Microsoft Internet Explorer.

     10.  Before COMPANY is listed in the ISP Phone Book(s), COMPANY will 
test and certify compliance of Access with MS specifications for security and 
authentication protocols, other industry protocols, and other specifications 
and standards specified by MS from time to time in accordance with the 
procedures, and using the testing tools specified by MS from time to time, 
COMPANY will provide MS with information and access as requested by MS from 
time to time to allow MS to ensure COMPANY's ongoing compliance with such 
specifications, the acceptance testing procedures, and the terms of this 
Agreement.
   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                      14



                                    EXHIBIT D
                                    ---------

                                ISP REFERRAL FEES


     Number of New ISP Subscribers
     Quarterly                                Fee
     -----------------------------            ---

                ************                   ***
                ************                   ***
                ************                   ***
                ************                   ***

1.  The above Referral Fees shall be reduced by an additional ************
   *** if, COMPANY implements at least two (2) 'ActiveX' controls in the 
    design of COMPANY's home page for the ISP Service. COMPANY shall notify 
    MS of the ActiveX controls implemented by COMPANY.

2.  The above Referral Fees shall be reduced by an additional ************
   *** if: (a) COMPANY uses Microsoft Windows NT and Microsoft Internet 
    Information Server as the platform for COMPANY's web site that hosts the 
    home page for the ISP Service and (b) if COMPANY offers web hosting 
    services, it uses Microsoft Internet Information Server as one of its 
    platforms for such web hosting services.

3.  If COMPANY offers web hosting services, the above Referral Fees shall be 
    reduced by an additional *************** if COMPANY uses Microsoft 
    Front Page server extensions (listed in Exhibit X) on COMPANY's web hosting 
    servers.
   
4.  COMPANY may deduct from aggregate Referral Fees owed to MS, the following 
    amounts for each copy of the most current available version of Internet 
    Explorer distributed ** * ************ ******** to subscribers to COMPANY's
    internet access services *** *** ***** * ******* ***** **** ******** 
    ******** as of the date that COMPANY's name first appears in an ISP Phone 
    Book: (a) ***** ******* **** for each copy distributed on external media 
    (e.g. diskette or CD ROM) and (b) *** ****** **** for each copy distributed
    electronically (e.g. downloaded from COMPANY's web site). The foregoing 
    deductions shall be limited to copies of Internet Explorer distributed 
    prior to one hundred and eighty (180) days after the Effective Date of 
    the Agreement and shall be further limited to no more than one (1) copy 
    of Internet Explorer per subscriber. In no event shall such deductions 
    exceed the total amount of Referral Fees payable to MS hereunder. COMPANY 
    shall report all such copies (separately for external media and electronic
    distribution) on its quarterly reports.

* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                      15



                              EXHIBIT D (CONT'D)
                              -------------------


                              REFERRAL FEE REPORT




                  Report for _____________________________
Report Period: _______________________, 19____ to ______________________, 19___

                 Microsoft License #______________________________

   
--------------------------------------------------------------------------------
Referral Fee Calculation:

A.      Total new ISP Subscriber* for the quarter:  ____________ X $___=______
B.      Previously reported ISP Subscriber accounts
        lasting  :   60 days which
        terminate during the quarter                ____________ X $   =______
C.      Total fees due (Line A - Line B)=                               ______
D.      Less Deductions for ********** ********** of Internet Explorer  ______
                      Total payment enclosed:                           ______
*as defined in Section 1
--------------------------------------------------------------------------------

E.      Total number of *** ** *** ******** distributed during quarter 
        through all channels:                                          _______

F.      Total number of copies of Internet Explorer distributed through
        all channels where Internet Explorer is distributed ** *** ****
        *** ********                                                   _______

G.      Total number of *********** ******** copies of Internet 
        Explorer shipped - external media                              _______

H.      Total number of ************ ******** copies of Internet
        Explorer shipped - electronic                                  _______
    
The undersigned hereby certifies that he/she is an officer or director of 
COMPANY and that this report is complete and correct.



                                  ___________________________(Signature)

                                  ___________________________(Print)

                                  ___________________________(Title)

                                  ___________________________(Date)

Telephone Number:                 (    )
                                  ___________________________
   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                                16



                                      EXHIBIT E
                                      ---------

                        ISP SUBSCRIBER CONFIGURATION GUIDELINES



1.  COMPANY shall configure the ISP Subscriber's copy of Internet Explorer 
    (hosted on the ISP Subscriber's computer) via an INS file such that the 
    'default' URL on Internet Explorer points to the Start Page.

2.  COMPANY can add and populate a 'favorites folder' on the ISP Subscriber's 
    copy of Internet Explorer via an INS file.

3.  [DRAFT] COMPANY's ISP Information Page shall comply with the following:

       a.  Size of the HTML page limited to 5K.
       b.  The page should have one exit point that points back to the main 
           referral page.
       c.  No scrolling, no tabs, no links, and no fields.
       d.  Should fit on 640x480 with no fields.
       e.  Use buttons as much as possible.
       f.  Do not use hot links.
       g.  A 'cancel' leaves the entire Internet Connection Wizard.

                            MS reserves the right to change the above criteria.
   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                             17



                                         EXHIBIT F
                                         ---------

                                      INTERNET EXPLORER


   AVAILABILITY                       VERSION
-----------------------------------------------------------------------
 PLATFORM                       2.0         NEXT(c)
-----------------------------------------------------------------------
Windows 3.x, WFW 3.11           Today(a)      *********
Windows NT                       --           ***********
Windows 95                      Today(a)      *************
Apple Macintosh                 Today(b)      ********

                                   (a)        *******************
                                   (b)        **********************
                                   (c)        **********************
                                   (d)        ***********

   
* -- Confidential portions of this exhibit have been omitted, marked with
     asterisks (*) and filed separately with the Securities and Exchange
     Commission pursuant to an application for confidential treatment.
    
                                           18



            EXHIBIT G TO THE LICENSE AND DISTRIBUTION AGREEMENT
            ---------------------------------------------------

             MICROSOFT-REGISTERED TRADEMARK- INTERNET EXPLORER
                       ONLINE LOGO USAGE GUIDELINES

                    This site is best experienced with
                                  [LOGO]
                           Click here to start.

1. USAGE
     Use the Internet Explorer online logo (the 'logo') only to promote 
     Microsoft Internet Explorer and indicate that your Internet Site includes
     or is compatible with the Microsoft Internet Explorer.

     The Logo may only be used on your Internet Site which must meet the 
     applicable Logo Qualification Criteria and may not be used in any other 
     fashion.

     RECOMMENDED TEXT. Based upon extensive research, we suggest that the 
     Internet Explorer Logo be accompanied by the following text: 'This site 
     is best experienced with ... Click here to start.' as indicated in the 
     below images. This information clarifies how the logo should be used, 
     especially for new Internet visitors who are unfamiliar with the 
     different means of navigating the Internet.

                       This site is best experienced with
                                    [LOGO]
                             Click here to start.


         This site is best experienced with [LOGO] Click here to start.

     PRODUCT NAME. It should appear as 'Microsoft-Registered Trademark- 
     Internet Explorer' at the first and most prominent use in all materials 
     and can thereafter be referred to as 'Internet Explorer.'

2. INTENT
     You are not permitted to use the logo to disparage Microsoft, its 
     products or services, or for promotional goods or for products which, in 
     MS' reasonable judgement, may diminish or otherwise damage Microsoft's 
     goodwill in the Logo, including but not limited to uses which could be 
     deemed to be obscene, pornographic, excessively violent, or otherwise in 
     poor taste or unlawful, or which purpose is to encourage unlawful 
     activities. Similarly, you cannot imitate Microsoft's product packaging 
     or the Logo in any of your materials, including advertising, product 
     packaging, and promotional materials. The Logo must not be used in a 
     manner that implies Microsoft's sponsorship or endorsement of the 
     product, service, or content presented on your Internet Site.

3. LOGO LINK
     Used in an Internet Site, the Logo must be an active link to this 
     URL address:
                        http://www.microsoft.com/ie/ie.htm
                        ----------------------------------

                                       19



4. PRESENTATION
     PROMINENCE. Do not use the Logo or the names 'Microsoft,' 'Microsoft 
     Internet Explorer,' or 'Internet Explorer' more prominently than your 
     company, product, or Internet Site name.

     ARTWORK. Use only Microsoft authorized electronic artwork of the Logo. 
     The Logo must stand by itself and must include a minimum amount of empty 
     space surrounding the Logo (30 pixels) so as to separate it from any 
     other object, such as type, photography, borders, edges, and so on. The 
     Logo may not be used as a feature or design element of any other Logo.

     SIZE. The Logo cannot be reduced in size beyond what is electronically 
     provided by Microsoft and must be placed in a prominent location on the 
     Internet Site where it is used. Do not remove any trademark symbols or 
     alter the Logo in any way. Redraws, distortions, or animation of the 
     Logo are not permitted beyond what is provided to authorized/registered 
     Microsoft Online logo Internet Sites.

     FOOTNOTE. Include the following footnote on Internet Sites that include 
     the Logo: 'Microsoft is a registered trademark in the United States and 
     other countries and the Microsoft Internet Explorer Logo is a trademark  
     of Microsoft Corporation.'

ALTERATIONS TO THESE GUIDELINES
Microsoft reserves the right to change the Logo and these Usage Guidelines at 
any time and solely at its discretion. If possible, Microsoft will provide 
advanced notice of these changes. Any use of the Logo that is not consistent 
with these guidelines is strictly prohibited.

CANCELLATION OF AUTHORIZATION TO HOST LOGO
Microsoft reserves the right to review use of the Internet Explorer Logo. 
Disregard for these Usage Guidelines may result in a revocation of the right 
to use the logo, and with it all benefits enjoyed through participation in 
the logo program.

Third parties improperly using the Logo must correct any deficiencies in 
their use of the Logo and/or in the quality of the product used in 
conjunction with the Logo upon reasonable notice from Microsoft. Refusal to 
correct such deficiencies may result in revocation of the right to use the 
Logo.

QUESTIONS
If you have any questions about the Logo Program, please send e-mail to 
'iservice@microsoft.com'


TRADEMARKS. Microsoft and Windows are registered trademarks and ActiveX is a 
trademark in the United States and other countries and the Microsoft Internet 
Explorer Logo is a trademark of Microsoft Corporation.

                                       20



   ATTACHMENT 1 TO EXHIBIT G OF THE MICROSOFT INTERNET EXPLORER LOGO
                            USAGE GUIDELINES
          Microsoft -Registered Trademark- Internet Explorer Online
                          Logo Qualification Criteria

                       This site is best experienced with

                                  [LOGO]

                               Click here to Start

Gaining authorization to use the version of the Microsoft -Registered
Trademark- Internet Explorer online logo shown above for your Internet Site 
is easy. Simply fulfill the following two criteria and you are eligible to 
use the logo.

1.  Showcase on your Internet Site one or more of these HTML features:
        -    RATINGS. Support self-regulation of content to ensure 
             appropriate access to your Internet Site.
        -    MARQUEES. Scroll text or graphics across your screen.
        -    ENHANCED TABLES. Use colors/textures to make tabular data 
        -    more legible and visually appealing.
        -    BACKGROUND SOUNDS. Provide an auditory experience when your
             Internet Site is accessed.
        -    WATERMARKS. Create a mark of distinction on your home page.
        -    INLINE AVIs. Graphically animate your page beyond static 
             images.
        -    ENHANCED HTML FRAME TAGS. Simulate the appearance of a 
             magazine with borderless, nonscrolling, floating frames,
             and even frames within frames.
        -    ENHANCED HTML STYLE SHEETS. Control margins, line spacing, 
             and placement of design elements; specify fonts and point 
             sizes; get desktop publishing support for the Web.

2.  Enroll in the logo program, and agree to follow the Logo Usage Guidelines.


NEED HELP GETTING STARTED?
Please go to the FREE Microsoft Internet Explorer online logo-compliant Web 
site template at http://www.microsoft.com/ie/log/actxtemp.htm. This template 
will help to get you started in building your Internet Site or to simply 
enhance your existing Internet Site. See examples of the new HTML features 
and ActiveX -TM- -compatible controls at the ActiveX Gallery at
http://www.microsoft.com/ie/appdev/controls/default.htm.

If you want more assistance, order the ActiveX Development Kit at 
http://www.microsoft.com/intdev/sdk.

NOTE ABOUT CHANGES:
Note: Due to the rapid development of Internet Explorer technology, these 
criteria will change periodically over time. All online logo authorized sites 
will be notified by e-mail of any changes to these criteria. Permission to 
use the logo is limited to those who meet the then applicable criteria, and 
those who no longer meet the criteria must discontinue use of logo.

TRADEMARKS. Microsoft and Windows are registered trademarks and ActiveX is a 
trademark in the United States and other countries and the Microsoft Internet 
Explorer Logo is a trademark of Microsoft Corporation.

                                     21



   ATTACHMENT 2 TO EXHIBIT G OF THE MICROSOFT INTERNET EXPLORER LOGO
                            USAGE GUIDELINES
         Microsoft -Registered Trademark- Internet Explorer Online
                   Animated Logo Qualification Criteria

                     This site is best experienced with

                                  [LOGO]

                            Click here to start.
Gaining authorization to use the animated version of the Microsoft Internet 
Explorer online logo shown above for your Internet Site is easy. Simply 
fulfill the following three criteria and you are eligible to use the logo:

1.  Showcase on your Internet Site one or more of these HTML features:
        -    RATINGS. Support self-regulation of content to ensure 
             appropriate access to your Internet Site.
        -    MARQUEES. Scroll text or graphics across your screen.
        -    ENHANCED TABLES. Use colors/textures to make tabular data 
             more legible and visually appealing.
        -    BACKGROUND SOUNDS. Provide an auditory experience when your
             Internet Site is accessed.
        -    WATERMARKS. Create a mark of distinction on your home page.
        -    INLINE AVIs. Graphically animate your page beyond static 
             images.
        -    ENHANCED HTML FRAME TAGS. Simulate the appearance of a 
             magazine with borderless, nonscrolling, floating frames, and
             even frames within frames.
        -    ENHANCED HTML STYLE SHEETS. Control margins, line spacing, 
             and placement of design elements; specify fonts and point 
             sizes; get desktop publishing support for the Web.

2.  Activate your Internet Site with ActiveX -TM- -compatible Technology. 
Support one or more ActiveX-compatible controls on your Internet Site.
        -    DEMONSTRATE ACTIVEX-COMPATIBLE CONTROLS. Make your 
             Internet Site interactive today!
        -    SCRIPT ACTIVEX-COMPATIBLE CONTROLS. Use ActiveX-compatible 
             scripts to make a Web page interactive. You can easily link 
             together ActiveX-compatible controls or intrinsic controls to 
             create dynamic pages.

3.  Enroll in the logo program and agree to follow the Logo Usage Guidelines.


NEED HELP GETTING STARTED?
Please go to the FREE Microsoft Internet Explorer online logo-compliant Web 
site template at http://www.microsoft.com/ie/log/actxtemp.htm. This template 
will help to get you started in building your Internet Site or to simply 
enhance your existing Internet Site. See examples of the new HTML features 
and ActiveX-compatible controls at the ActiveX Gallery at
http://www.microsoft.com/ie/appdev/controls/default.htm.

If you want more assistance, order the ActiveX Development Kit at 
http://www.microsoft.com/intdev/sdk.

Note: Due to the rapid development of Internet Explorer technology, these 
criteria will change periodically over time. All online logo authorized sites 
will be notified by e-mail of any changes to these criteria. Permission to 
use the logo is limited to those who meet the then applicable criteria, and 
those who no longer meet the criteria must discontinue use of logo.

TRADEMARKS. Microsoft and Windows are registered trademarks and ActiveX is a 
trademark in the United States and other countries and the Microsoft Internet 
Explorer Logo is a trademark of Microsoft Corporation.

                                     22


           EXHIBIT H TO THE LICENSE AND DISTRIBUTION AGREEMENT

MICROSOFT-Registered Trademark-INTERNET EXPLORER STANDARD LOGO USAGE GUIDELINES
-------------------------------------------------------------------------------

                                Includes

                                 [LOGO]

Microsoft has established the following set of guidelines to assist you in 
proper use of the Microsoft Internet Explorer standard logo (the 'Logo').
The power of the Logo lies in its consistent and appropriate use. Any usage 
outside these guidelines dilutes the effectiveness of the Logo and makes it 
more difficult to defend our rights to the trademark.
Microsoft reserves the right to change the Logo and/or these Guidelines at 
any time at its discretion. Third parties shall comply with the Guidelines as 
amended from time to time.

ACCOMPANYING WORDS

The graphic may not be used without the words 'Includes,' 
'Microsoft-Registered Trademark-,' and 'Internet Explorer' attached, except 
as otherwise provided below. No additional or substitute words may be used. 
The words may not be abbreviated, translated, or transliterated, as in 
non-English documentation. Microsoft will, however, provide the Logo in 
versions where the word 'Includes' may be translated for the local market, as 
available. You may not substitute your own translation of the Logo.

USING THE MICROSOFT INTERNET EXPLORER STANDARD LOGO

- Use the Logo only to promote Microsoft Internet Explorer and indicate that 
  your product includes Microsoft Internet Explorer.
- This Logo is NOT to be placed on World Wide Web sites for the purpose of 
  downloading Microsoft Internet Explorer. For this purpose, please see the 
  Microsoft Internet Explorer Online Logo Usage guidelines at 
  http://www.microsoft.com/ie/logo/.
- Microsoft will provide you with electronic artwork of the Logo. You may not 
  alter this artwork in any way.
- This Logo is for Microsoft and third party use only as a graphical 
  representation of Microsoft Internet Explorer software.
    - Microsoft Use: The Logo may be used by Microsoft on packaging, channel, 
      collateral, advertising, direct mail, and events promotion materials for 
      Microsoft products that include Microsoft Internet Explorer software. When
      referring to Microsoft Internet Explorer by itself, Microsoft may use the 
      Logo without the word 'Includes.'
    - Third Party Use: The Logo may be used by third parties authorized to 
      distribute the Microsoft Internet Explorer software under a separate 
      License and Distribution Agreement. Authorized third parties may use the 
      Logo only on the product packaging of products that include Microsoft 
      Internet Explorer software and related advertising.

LEGAL INFORMATION

- The Logo is owned by Microsoft Corporation. All uses of the Logo must 
  include the following notice: 'Microsoft is a registered trademark in the 
  United States and other countries and the Microsoft Internet Explorer Logo is 
  a trademark of Microsoft Corporation.' A trademark symbol (-TM-) should appear
  to the right of the Logo without alteration from the electronic or 
  camera-ready artwork provided. In

                                       23



  addition, a registered trademark symbol (-Registered Trademark-) must 
  appear in the upper-right corner immediately following the word 'Microsoft.' 
  Do not remove any trademark symbols or alter the Logo in any way.
- The product name for Microsoft Internet Explorer should appear as 
  'Microsoft-Registered Trademark-Internet Explorer' at the first and most 
  prominent use in all materials and can thereafter be referred to as 'Internet 
  Explorer.'
- Microsoft owns the Microsoft Internet Explorer Logo and all uses of the Logo 
  will inure to the benefit of Microsoft. Third parties shall employ best 
  efforts to use the Logo in a manner that does not derogate from Microsoft's 
  rights in the Logo and will take no action that will interfere with or 
  diminish Microsoft's rights in the Logo. Third parties should not adopt, use,
  or register any corporate name, trade name, trademark, service mark or 
  certification mark, trade dress, or other designation similar to, or 
  containing in whole or in part the Logo.
- Third parties may not use the Logo in a manner that would imply that their 
  company or any goods or services provided by such third parties are sponsored 
  or endorsed by, or affiliated with Microsoft.
- Third parties may not display the Logo on packaging, documentation, 
  collateral, or advertising in a manner that suggests their product is a 
  Microsoft product, or in a manner that suggests Microsoft is a part of their 
  product name.
- You are not permitted to use the Logo to disparage Microsoft Corporation, 
  its subsidiaries, products, or services, or for promotional goods or for 
  products which, in Microsoft's reasonable judgment, may diminish or otherwise 
  damage Microsoft's goodwill in the Logo, including but not limited to uses 
  that could be deemed obscene, pornographic, excessively violent, or otherwise 
  in poor taste or unlawful, or which purpose is to encourage unlawful 
  activities.
- Third parties may not imitate Microsoft's product packaging or the Logo in 
  any of their materials, including advertising, product packaging, and 
  promotional materials.
- The Logo or the names 'Microsoft,' 'Microsoft Internet Explorer,' or 
  'Internet Explorer' cannot appear larger and/or more prominent than third 
  parties' trade name, service name, product name, or trademark on any 
  materials produced or distributed by such third parties.
- Microsoft reserves the right to object to unfair uses or misuses of its 
  trademarks or other violations of applicable law.

SIZING AND PLACEMENT REQUIREMENTS

- Recommended minimum size is 1' high. The 'small' graphic interchange format 
  (GIF) file provided is an example of the smallest recommended size.
- The Logo with accompanying words must stand alone. A minimum amount of 
  empty space must surround the Logo so as to separate it from any other object
  such as type, photography, borders, edges, and so on. The required border of 
  empty space around the Logo must be 1/2X wide, where X equals the height of 
  the Logo as measured from the top edge of the word 'Includes' to the bottom 
  edge of the word 'Explorer.'
- You may not combine the Logo with any other object, including, but not 
  limited to, other logos, words, graphics, photos, slogans, numbers, design 
  features, or symbols.
- The Logo may not be used as a design feature on your product, product 
  packaging, documentation, collateral, or advertising.

FOUR-COLOR OR ONE-COLOR APPLICATIONS

COLORS

The color version is the preferred way of reproducing the Logo. The Logo 
consists of a blue graphic element and black type. The PANTONE-Registered 
Trademark- Matching System (PMS) color for the blue is PMS 279 C. Four-color 
process (CMYK) equivalents can also be used. For online usage, the blue color 
should be Red 0, Green 102, Blue 255 for 8-bit or higher resolution palettes.

The color version can be reproduced only as described here.

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BLACK-AND-WHITE APPLICATIONS

The black-and-white Logo consists of a black graphic element and black type. 
Please use the file provided.

ACCESSING THE FILES

The print files are provided in Encapsulated PostScript-Registered Trademark- 
(EPS) and Windows-Registered Trademark- metafile (WMF) format. Use the EPS 
files for materials printed to a PostScript-compatible printer. Use the 
Windows metafile to print to a non-PostScript printer. These files should not 
be opened and edited, only placed (for example, select 'import...picture') 
into software programs such as common page-layout or presentation programs, 
word-processing software, and so forth.
Due to translation problems between the Mac and PC, Mac-TM- EPS images may 
lose their preview. When you place them into your page-layout document, you 
will see a box or a big 'X' instead of the preview. The image will still 
print correctly and the bounding box accurately shows the size of the image. 
EPS images are sizable, but please scale proportionately.
PC EPS images only have black-and-white previews. If you chose to use a color 
PC EPS, it will still preview in black-and-white. When you print it, the 
color will print correctly.
EPS format is device-dependent so the resolution of the device you are 
printing to is the resolution you will achieve.
The art files include Adobe Illustrator (ART) and Macromedia Freehand (FH5) 
format. These are provided for use where the print files supplied will not 
work. They are not to be altered.

QUALITY CONTROL

Microsoft reserves the right to review your use of the Logo and to conduct 
spot checks on all products, product packaging, marketing materials, and 
documentation and may periodically send out requests for samples. Microsoft 
may also conduct spot checks in retail outlets and other product sources to 
monitor your compliance with these Logo Usage Guidelines. Refusal to submit 
samples, noncompliance with these Guidelines, or failure to correct any 
deficiencies in your use of the Logo and/or in the quality of the product 
used in conjunction with the Logo upon reasonable notice from Microsoft could 
result in revocation of your license to use the Logo.

-C- 1996 Microsoft Corporation. All rights reserved.
Microsoft and Windows are registered trademarks in the United States and/or 
other countries and the Microsoft Internet Explorer logo is a trademark of 
Microsoft Corporation.
PostScript is a registered trademark of Adobe Systems, Inc. Macintosh is a 
registered trademark and Mac is a trademark of Apple Computer, Inc. PANTONE 
is a registered trademark of Pantone, Inc.

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