Purchase of NBC TV Advertising Inventory - National Broadcasting Company Inc. and Net2Phone Inc.


****CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL 
TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED

                           [LOGO FOR NBC TV NETWORK]

June 25, 1999

Mr. Cliff Sobel
Net2Phone, Inc.
171 Main Street
Hackensack, NJ 07601

                   Purchase of NBC TV Advertising Inventory
                   ----------------------------------------

Dear Cliff:

This letter sets forth the agreement between National Broadcasting Company, Inc.
("NBC"), and Net2Phone, Inc. ("Advertiser") with respect to Advertiser's
purchase of certain NBC Television Network ("NBC TV") advertising inventory. The
terms and conditions shall be as follows:

1. Spots. NBC shall provide Advertiser with the use of thirty (30) second 
advertising spots or such other lengths or formats of advertising as NBC and 
Advertiser may mutually agree (collectively, the "Spots") to be telecast on NBC 
TV prior to June 30, 2000 on the Dates, Days and Times reasonably determined by 
NBC in accordance with schedules and strategies reasonably requested by 
Advertiser following consultations with NBC. NBC agrees to telecast Spots with a
Total Spot Value (as defined below) of $1,500,000. All such Spots run by 
Advertiser shall be subject to NBC TV's standard terms and conditions for such 
advertising which are described in the "Participating Sponsorship Agreement" 
attached hereto as Exhibit A (the "Standard Terms") and which are made a part 
of this Letter Agreement in their entirety; provided, however, that in the case 
of a conflict between the terms of this Letter Agreement and the terms of the 
Standard Terms, the terms of this Letter Agreement shall govern. For purposes of
the Standard Terms, Advertiser shall be both the "Advertiser" and the "Agency" 
as such terms are used therein.

2. Value of Spots. The value of each of Advertiser's Spots telecast by NBC TV 
pursuant to the terms hereof shall be $1,500,000 (the "Total Spot Value"),
calculated, for each Spot, at ****% of the scatter market rate for the Date, Day
and Time in which the Spot will be telecast and as charged by NBC at the time
when such Spot is scheduled. Advertiser shall pay the Total Spot Value to NBC in
cash immediately following the consummation of Advertiser's initial public
offering. Advertiser agrees that NBC makes no guarantee regarding what the
actual rating for any particular Program will be and, therefore, will not be
obligated to provide any make-goods hereunder. The parties agree that no agency
fees or other expenses may be deducted by Advertiser in any way from payment of
the Total Spot Value to NBC.

3. Representations and Warranties. NBC and Advertiser each represent and warrant
that this Letter Agreement has been duly authorized, executed and delivered by 
such party and that this Letter Agreement constitutes the legal, valid and 
binding obligations of such party, enforceable against it in accordance with its
terms.

[****] REPRESENTS MATERIAL, WHICH HAS BEEN REDACTED AND FILED SEPARATELY WITH 
THE COMMISSION, PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO 
RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.




                                 CONFIDENTIAL

 
4.   Confidentiality. Neither party shall issue a press release or make any 
statement to the general public concerning this Letter Agreement, the Spots, or 
the existence thereof, without the express prior written consent of the other; 
provided, however, that NBC agrees that Advertiser may file this Letter 
Agreement with the Securities and Exchange Commission (the "SEC") and describe 
the terms of this transaction in any filing with the SEC if so required by the 
Securities Act of 1933 and Securities Exchange Act of 1934, in each case, as 
amended, the rules and regulations related thereto or any applicable state laws 
(the "Securities Laws") as long as Advertiser agrees to use its reasonable 
efforts to obtain confidential treatment of the economic and other material 
terms hereof under the Securities Laws and to consult with NBC during the 
process.

5.   Miscellaneous. This Letter Agreement and the exhibits and schedules 
attached hereto constitute the entire agreement and understanding of the parties
relating to the subject matter hereof and supersedes all prior and
contemporaneous agreements, negotiations, and understandings between the
parties, both oral and written. No waiver or modification of any provision of
this Letter Agreement shall be effective unless in writing and signed by both
parties. Any waiver by either party of any provision of this Letter Agreement
shall not be construed as a waiver of any other provision of this Letter
Agreement, nor shall such waiver operate as or be construed as a waiver of such
provision respecting any future event or circumstance. The terms of this Letter
Agreement shall apply to parties hereto and any of their successors or assigns.
This Letter Agreement may be executed in counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement.

6.   Governing Law and Jurisdiction. This Letter Agreement shall be governed by 
and construed under the laws of the State of New York applicable to contracts 
fully performed in New York, without regard to New York conflicts law. The 
parties hereto irrevocably consent to and submit to the exclusive jurisdiction 
of the federal and state courts located in the County of New York. The parties 
hereto irrevocably waive any and all rights to trial by jury in any proceeding 
arising out of or relating to this Agreement.

7.   Liability for Failure to Broadcast Spots. In the event that NBC does not 
telecast Spots equal to the Total Spot Value pursuant to the terms and 
conditions of this Agreement, then as liquidated damages and not a penalty, NBC 
shall promptly pay Advertiser in cash an amount equal to the difference between 
the Total Spot Value and the value of the Spots actually telecast, as calculated
in accordance with Section 2 above. Except for damages arising out of the gross 
negligence of willful misconduct of either party hereto, no party shall  be 
liable to the other party or its affiliates, officers, directors, successors or 
assigns for any incidental, consequential, special or punitive damages or lost 
profits arising out of this Letter Agreement, whether liability is asserted in 
contract or tort and irrespective of whether it has advised or been advised of 
the possibility of any such loss or damage.



                                 CONFIDENTIAL

 
                                       3


     If you are in agreement with the above terms and conditions, please 
indicate your acceptance by signing in the space provided below, and return one 
original to me.

                                              Very truly yours,

                                              NATIONAL BROADCASTING
                                              COMPANY, INC.


                                              By: /s/ [ILLEGIBLE]
                                                  -----------------------------
                                              Name:
                                              Title:


ACCEPTED AND AGREED:

NET2PHONE, INC.



By: /s/ Clifford M. Sobel
   ------------------------------
Name:  Clifford M. Sobel
Title: President


                                 CONFIDENTIAL

 
                                   Exhibit A
                                   ---------

                      Participating Sponsorship Agreement
                      -----------------------------------


                                 CONFIDENTIAL

 
Participating Sponsorship Agreement - [NBC TELEVISION NETWORK LOGO HERE]
Part II


1. DEFINITIONS 

"Advertiser" means advertiser named in Part I.

"Agency" means the advertising agency named in Part I (see also paragraph 23).

"NBC" means NBC Television Network, a Division of National Broadcasting Company,
Inc.

"paragraph" - all references to 'paragraphs' by numbers apply to this Part II.

"participation" means a sponsorship unit which entitles Advertiser to 30 seconds
of commercial time unless otherwise specified in Part I hereof.

"Program" means the program(s) and/or event(s) described in Part I intended for
telecast in which Advertiser is a sponsor.

"Section" references to 'Sections' by numbers apply to Part I of which this Part
II is a part (by attachment or by reference) and without which this Part II
shall be invalid.

"telecast" means the presentation and transmission of any of the programs
described in Part I on one occasion to any or all stations.

The four digit numerals within parentheses at the conclusion of certain
paragraphs are internal NBC printing codes and are not a part of this agreement.

Certain paragraphs are intentionally omitted for reasons of inapplicability.

2. STATIONS

   a. Stations Ordered. Stations ordered for Advertiser for the Program(s) shall
be the interconnected affiliated stations identified in the NBC TV Station List 
and such other stations as NBC may elect to include in the Program's station 
lineup, including delays, if any. NBC shall endeavor to make available as many 
stations as possible. The status of availability of all ordered stations, 
whether available or not, shall be included in the NBC TV Station List which 
shall be furnished to Agency upon request.

   b. Station Lineup. Station lineup as used herein shall compromise all 
stations which are available or may become available for the Program(s) on a 
basis which is live or tape delayed.

   c. Addition of Ordered Stations. Stations which are initially reported 
unavailable but which become available for the telecast(s) on either a live or 
tape delayed basis shall become part of Advertiser's station lineup effective 
immediately.                                                             

4. PACKAGE PRICE

   The package price(s) indicated in Part I include all charges except the 
applicable Integrated Networking Charge and other charges for special commercial
requirements.                                                           

5. INTEGRATED NETWORKING CHARGE

   The Integrated Networking Charge listed in the current NBC Television Network
Commercial Integration Manual shall be applicable to each commercial insertion 
up to and including 60 seconds in length. Announcements in excess of 60 seconds 
will be billed at a proportionately higher charge. This production facilities 
charge includes the services, as required, for program origination, videotaped 
repeat network telecast(s), and satellite transmissions. Also included are the 
normal insertions of tape commercials when originated from network control 
points in New York and/or Burbank and the normal insertions of commercials into 
delayed broadcasting tapes. Additional production charges may be made for
special commercial requirements in accordance with the NBC O&TS Rate Card. With
respect to late delivery of commercial material, charges and other conditions
will be in accordance with the NBC Television Network Commercial Integration
Manual.                                                                  

6. PROGRAM

   a. Supplier. The Program(s) set forth in Part I will be supplied by NBC and 
NBC will furnish for such Program(s) all the necessary creative elements, 
production facilities and services therefor and personnel and talent required 
for the appropriate television presentation of the Program(s). Each program will
conform to NBC's programming and operating policies and technical standards.

  


                                 CONFIDENTIAL

 
    d. Production Facilities and Services. Production facilities and services 
charges applicable to the Program(s) are included in the package price. Agency 
will furnish all elements for and will bear all costs of the commercials. To the
extent feasible, NBC will provide, if requested, production facilities and/or 
personnel for the production and presentation of commercials. Rates therefor 
will be charged to Agency in accordance with the O&TS Rate Card (or at rates 
quoted upon request where such Rate Card rates do not apply).            

    Agency must deliver commercial material to NBC no later than 14 days prior 
to the scheduled telecast and NBC shall insert such material into the program(s)
to be telecast.                                                          

7. AGENCY-FURNISHED MATERIAL

   a. Furnishing and Submission. All commercial announcements and talents and 
material therefor and billboards where applicable (except as may be furnished by
NBC) and any other material furnished by Agency for the telecasts are 
hereinafter collectively and individually referred to as Agency material. Agency
material must be furnished to NBC at least 14 days in advance of air date. 
Agency warrants that it has obtained all necessary rights for the performance
and use of said agency material, including music performance.                

   b. Compliance With Standards. Agency material must conform to the programming
and operating policies of NBC, and the quality of recorded Agency material must
comply with NBC's technical standards, and shall not contain copy or material
which conflicts with product protection rights granted to others by NBC. NBC has
the continuing right to require Agency and Advertiser to edit and modify any and
all Agency material to the extent NBC deems necessary to conform to the public
interest and to the programming and operating policies of NBC. NBC reserves the
right to refuse to accept for telecasting or to refuse to telecast any Agency
material which does not in its judgement conform to the public interest or to
such policies and standards, or which in the reasonable opinion of NBC may
violate the rights of others.

   c. Substitution by Agency. In the event of NBC's refusal to accept any
Agency material, Agency will substitute other material therefor acceptable to
NBC. The acceptance or rejection by NBC of any substitutes hereunder shall be
made by NBC in accordance with the requirements of paragraph 7b.

   d. NBC Rights on Agency's Failure to Furnish. In the event Agency fails to 
furnish any Agency material as being provided, or in the event NBC disapproves 
any Agency material and Agency fails to furnish substitutes therefor 
satisfactory to NBC, NBC may, at its option, schedule promotional or public 
service type announcements in place of Agency's regularly scheduled commercial 
material without identification of Advertiser except as required by law or 
administrative regulation. No such action on the part of NBC under this 
paragraph shall relieve Agency of its obligation to make payments for all 
charges as provided for hereunder.                                       

9. INCREASES AND PROTECTION

   NBC reserves the right to change production facilities and services charges, 
including the Integrated Networking Charge, effective on such date as announced 
by NBC to the trade. Any such change which results in an increase to Advertiser 
will not apply until three months after the date upon which such change is 
announced by NBC.                                                        

10. ADVERTISING AGENCY COMMISSION

   The package price(s) set forth in Part I and the Integrated Networking Charge
include an advertising agency commission of 15%.                         

11. BILLING AND PAYMENT

   All charges hereunder will be billed to Agency on the second business day 
following the month of telecast(s) and shall be paid on or before the 15th day
of the billing month (or such earlier date as set forth by any special payment
terms or as designated in Part I), it being agreed that time of payment is of
the essence. Notwithstanding disagreement between the parties as to particular
items of charge or credit as of the due date, all charges not specifically and
reasonably questioned by Agency shall be paid by such date. NBC's obligations
under this agreement are also conditioned upon full payment by Agency of all
obligations to NBC under preceding or concurrent agreements with NBC for the
same advertiser.

12. DAY AND TIME PERIOD OF SPONSORSHIP

   Part I reflects the day, starting time, program length and program to be 
sponsored on a participating basis by Advertiser on the dates shown, expressed
in New York City Time (NYCT). Time for the purpose of this paragraph is
approximate. NBC reserves the right to advance or delay the starting time shown
and the further right to expand or contract the program length indicated.

   The program(s) hereunder are distributed across the country in various 
configurations which utilize live and tape delay transmissions to stations. 
Specific information with respect to such transmissions is available on request.



                                 CONFIDENTIAL

 
14.  COMMERCIAL ENTITLEMENT

      Each date listed in Part 1 represents a 30-second participation for
commercial utilization in the program indicated, unless otherwise specified.
                                                                         
15.  COMMERCIAL POSITIONS

      The placement and designation of commercial positions shall be determined
by NBC. NBC reserves the right to revise any or all elements of the commercial
format in each of the programs hereunder to include changing of commercial
placement within programs. In certain program series, NBC retains the right to
move within the same program a participation(s) from one day of the week to
another day of the same week. NBC reserves the further rights to format the
programs so as to accommodate any combination of commercial elements and to
expand or contract any or all elements of the commercial format at any time to
meet the competitive forces of the industry.

16.  CAST COMMERCIALS

      Cast Commercials, including placement thereof, are subject to the review 
and approval of NBC Advertising Standards and Sales Services.
                                                                          
17.  PRODUCTS TO BE ADVERTISED

      a. Protected Products. NBC will endeavor to avoid scheduling products
competitive or antithetical to single-product commercials of at least 30 seconds
duration within the commercial interruption (i.e. pod) in which such commercial
is scheduled. Such competitive or antithetical avoidance is known as product
protection. Product protection throughout this paragraph 17 applies only to
other network advertisers obtained by the NBC Television Network.

      Product protection will not be granted to commercials which are multi-
product 30-second commercials nor to any commercial of less than 30 seconds in
length.

      Changes in designation of protected products may be made only upon receipt
of NBC's approval. Requests for such changes in designation must be submitted to
the NBC Television Network Sales Department not less than 14 days prior to the 
desired date of such change(s).

      b. Exclusive Basis Products. In certain programs, some products may be 
established as exclusive basis products which entitle such products to broader 
product protection than that which is indicated in subparagraph "a" above. The 
products (if any) granted such exclusivity and the extent of the product 
protection granted thereby is specified in Part 1.

      c. Non-Exclusive Basis Products. Advertiser's products other than
protected products may be advertised hereunder on a non-exclusive basis
providing NBC's approval has been obtained in advance in writing. The
advertising of non-exclusive basis products is subject to discontinuance on 24
hours notice in the event the advertising of such non-exclusive basis products
conflicts with product commitments made by NBC to others.

      d. Other Products. Products other than protected and NBC approved 
non-exclusive basis products may not be advertised on any program hereunder. 
Commercials for such other products may be removed or deleted by NBC without 
prior notice and Advertiser will not be relieved of its obligation for any of 
the charges hereunder by reason of such removal or deletion.

      e. Nature of Approvals. Approvals referred to above in this paragraph 17 
must be obtained in writing from NBC. Approval of products or commercial 
material for compliance with NBC's Advertising Standards, while ultimately 
required under paragraph 7, does not constitute NBC's approval under this 
paragraph 17.

18.  BILLBOARDS

      Certain programs provide billboards. The billboard is a brief announcement
identifying the sponsor or partial sponsor of a program. It is not intended for
use as a commercial announcement. If so indicated in Part 1, Advertiser shall 
be allowed a billboard of the type and duration specified therein. Such 
billboard will consist of visual and/or audio material acceptable to NBC. 
Placement of billboards shall be designated by NBC and may be scheduled adjacent
to billboards and/or commercials of other sponsors in the program.

19.  LEAD-INS

      Lead-in copy of a transitional nature may be used in certain types of 
programs. Such copy must be limited to five seconds in length and must be devoid
of commercial sell and comparative references. The program host or other 
individual designated by NBC shall be made available for lead-ins. In no event 
may lead-ins be used separately from the commercial it was intended to be lead 
into, nor combined to form a longer lead-in.

20.  AGENCY TERMINATION RIGHTS

      If so provided in Part 1, Agency shall have the right to terminate a 
portion of Advertiser's sponsorship, effective with the termination dates shown 
in Part 1, on prior written notice to NBC as provided therein.



                                 CONFIDENTIAL

 
21. PROGRAM SUBSTITUTION AND TRANSFER

    a. Program Substitution. Except as set forth in paragraphs 21c and 21d 
hereof, NBC may substitute another program for any program hereunder. In such 
event, Advertiser's participation(s) will be scheduled by NBC in a replacement 
program(s) provided such replacement program(s):

       i. is(are) of comparable quality with comparable demographics.
      ii. is(are) available to advertisers on a participation basis.
     iii. is(are) comparably priced, and 
      iv. present(s) no product or scheduling conflicts

    c. Daytime Programs (Monday through Friday 9:00am-4:30pm NYCT). NBC has the 
right to change the time period and/or discontinue telecasting any or all of its
Daytime Programs on reasonable prior notice. In the event of such discontinuance
or time period change, Advertiser's participation(s) so affected will be 
transferred to a mutually agreeable substitute program(s) where available.

    d. Unique Programs. The provisions of this paragraph 21 are not applicable 
to unique programs such as major sporting events, major award presentation 
programs, and coverage of a special news event.

22. IMPOSSIBILITY OF AGENCY PERFORMANCE

    In the event Agency is unable or fails to supply agency material, NBC may, 
at its option, in addition to any other remedies which may be available to it, 
terminate this agreement forthwith, and upon such termination, Agency, 
Advertiser, and NBC will be relieved of further liability hereunder except with 
respect to obligations incurred or arising out of telecasts made prior to such 
termination.

24. PREEMPTION

    a. General. NBC reserves the right to preempt all or any portion of any 
telecast of any of the programs hereunder in order to telecast events or 
programs of public importance, news reports, political programs, sports events, 
special programs, or special events. NBC agrees that in the event of such 
preemption, as much advance notice as is practicable will be given to Agency. In
the event of a preemption involving the elimination of Advertiser's 
participation(s), NBC will be relieved of its obligation to telecast 
Advertiser's participation(s) hereunder and Agency will be relieved from paying 
any charges hereunder for the participation(s) so eliminated unless Advertiser's
participation(s) are resheduled as may be provided for elsewhere herein.

    b. Partial Political. NBC also reserves the right to preempt the last five 
minutes of any telecast preceding an election day generally observed throughout 
a majority of the United States. In the event of such five minutes preemption 
which does not affect Advertiser's participation(s), the affected program will 
be edited to the required length at NBC's expense and there shall not be any 
adjustment in any of the charges hereunder to Agency.

25. NETWORK FAILURE TO TELECAST

    In the event NBC fails to present over its network facilities any telecast 
hereunder because of unavailability of technical facilities, defect or breakdown
of equipment or transmission facilities, labor dispute, government action, the 
unforeseen absence of a principal performer, or any cause beyond the control of 
NBC, whether of a similar or dissimilar nature. NBC's liability herefor shall be
limited solely to cancellation of all charges to Agency hereunder for such 
affected telecast and such failure to telecast shall not constitute a breach of 
this agreement.

26. LOSS OF SPONSORSHIP/AUDIENCE DEFICIENCY

    For the purpose of determining loss, each participation shall be treated as 
a complete and separate sponsorship. Where split 60-second commercials, the 
contiguous announcements in a 60-second commercial, and 15-second commercials 
are utilized, each component shall be deemed a complete and separate 
sponsorship.

    If NBC fails to carry all or any part of Advertiser's commercial to the 
extent that the substance of the commercial announcement is lost on the entire 
station lineup, NBC will negotiate in good faith for a makegood.

    If NBC fails to achieve agreed upon audience delivery, NBC will negotiate in
good faith and deliver a makegood no later than by the end of the calendar year 
following the end of a broadcast season.

27. INDEMNIFICATION AND DEFENSE

    a. NBC Obligation. NBC agrees to indemnify and hold harmless Advertiser, 
Agency and their respective directors, officers, agents and employees against
and from any and all claims, liability, loss and damage, including reasonable
attorney's fees, caused by or arising wholly or in part out of the telecasting
of NBC material hereunder and to defend at its own expense any litigation
instituted by others against any of them resulting therefrom.


                                 CONFIDENTIAL

 
      b. Agency Obligations. Agency agrees to indemnify and hold harmless NBC,
the stations over which the sponsored telecasts are carried and their owners,
the package producer of the program (if any involved) and the talent thereof and
the other advertisers in the program and their agencies, and their respective
directors, officers, agents and employees against and from any and all claims,
liability, loss and damage, including reasonable attorneys' fees, caused by or
arising wholly or in part out of the telecasting of Agency material hereunder
and to defend at its own expense any litigation instituted by others against any
of them resulting therefrom.

      c. Distinction. For the purposes of this paragraph 27 only, Agency
material (see paragraph 7a) shall be deemed to include ad lib acts or utterances
of personnel furnished by Agency or Advertiser, and NBC material shall be deemed
to include material furnished by NBC as referred to in paragraph 6 and ad lib
acts and utterances of personnel furnished by NBC and material furnished by
other agencies or advertisers for the telecasts. NBC's acceptance or approval of
Agency material will not affect Agency's obligation for defense and
indemnification hereunder.

      d. Control of Litigation. The indemnitor hereunder shall have full control
of the defense of such litigation and may settle, compromise or adjust the same,
provided, however, that the indemnitee, upon relieving the indemnitor in writing
of the obligations imposed hereunder for defense and indemnification, shall have
the right, if it so elects, to conduct such litigation at its own expense by its
own counsel.

      e. Notice and Duration. The following obligations for defense and
indemnification shall be imposed only if (1) the indemnitee sends to the
indemnitor timely written notice of first service of process upon the indemnitee
and a timely written request to defend the litigation (such notice and request
shall be deemed timely if given within a reasonable length of time after receipt
of service by the indemnitee and a reasonable length of time prior to the date
by which first response to such process is legally required, considering all the
circumstances; and (2) while such litigation is pending, the indemnitee upon
request, shall furnish to the indemnitor all relevant facts and documentary
material in the former's possession or under its control, and shall make its
employees or other persons under its control with knowledge of relevant facts
available to the indemnitor for consultation and as witnesses at their customary
places of business. The indemnity right and defense obligations hereunder shall
survive the termination or expiration of this agreement and of Agency's status
as advertising agency for Advertiser.

29.  ABSENCE, INCAPACITY, OR DEATH

      The temporary or sudden absence for any reason, or death, of any regular 
principal performer including but not limited to newscasters and sportscasters 
on the program(s) hereunder will be accommodated for as NBC deems appropriate by
substitutions of a performance of comparable stature or if practicable, by 
writing out of the character portrayed or by substitution of another comparable 
program.

30.  USE OF NAME AND LIKENESS

      Except for programs which consist of motion picture films, NBC hereby 
authorizes Agency and Advertiser to use and license others to use during the 
term hereof the title of the Program(s) and the name, sobriquet, biography and 
likenesses of regular featured performers in the Program(s) for informative 
purposes and to advertise and publicize the network and the Program(s) through 
tune-in advertising either alone or in conjunction with the advertising of the 
protected products of Advertiser as designated hereunder. Names, sobriquets, 
biographies and likenesses of the regular featured performers will not be used 
without the prior written approval of NBC. No such use shall be for advertising 
(except as specifically above stated) or merchandising use nor for an express or
implied endorsement of any product or service except upon the written permission
of the person involved and NBC. No such use in connection with the Program(s) 
hereunder may continue beyond the termination of Advertiser's sponsorship in any
such Program(s) or of the participation of such characters or persons in the
Program(s), and Agency will take all reasonable steps to require discontinuance
of utilization of any previously released display material involving any such
use within 30 days after such termination.

      For a sports program, the reference to featured performers is to the 
announcers furnished by NBC and not to any participant in the sporting event.

      For programs which consist of motion picture films, the NBC authorization 
within this paragraph 30 shall be limited to the title of the program and shall 
not apply to the title of a specific motion picture nor to any of the featured 
performers of the motion picture film.

31.  RIGHTS AND RESTRICTIONS ON USE OF TELECASTS

      NBC may use or license to be used all or any part of the programs 
hereunder by or for the Armed Services and for telecasting in connection with 
documentary programs. Neither Agency nor Advertiser will authorize anyone to 
telecast or to utilize for any commercial purposes, other than for telecasts 
hereunder, the actual telecasts made by NBC, or any part of such telecasts, 
including material supplied by Agency, whether such other use of the actual 
telecasts be by means of tape or film, except for recording of Agency material 
specifically authorized and released in accordance with applicable NBC policy. 
Nothing herein contained shall prevent Agency from making subsequent use of 
Agency material (as distinguished from telecasts by NBC of such material).


                                 CONFIDENTIAL

 
32. MATERIAL AND PROPERTY OF AGENCY OR ADVERTISER

    Material or property (other than recorded commercial material) furnished by
Agency or Advertiser for use on or in connection with the telecasts hereunder
must be removed from NBC areas at Agency's expense within six days after the
date of program performance, and if not so removed, Agency will be billed and
will pay storage charges effective commencing the day following the date of
program performance. All recorded commercial material which has not been
telecast for a period of 45 days will be destroyed. If Advertiser submits a
written request to NBC to return such recorded commercial material prior to the
expiration of the 45 day period, NBC will endeavor to comply at Agency's
expense. Agency and Advertiser hereby release NBC from any liability arising out
of damage to or loss of any material or property furnished by Agency or
Advertiser for use on or in connection with telecasts hereunder except for
damage or loss caused by the demonstrable negligence of NBC or its employees. In
no event will NBC be reponsible for damages to or loss of any such material or
property left with NBC for any extended period except such material or property
so left pursuant to written agreement of the parties specifically identifying
the same. Unless otherwise agreed to in writing, NBC retains title to all
scenery, props, costumes and other material furnished by NBC.

   NBC will be under no liability with respect to the handling or forwarding of 
audience mail addressed to NBC or the stations listed in the Station List
intended for use by or for the benefit of Agency or Advertiser.

33. PARTIES

    This agreement is entered into for Advertiser by Agency as Advertiser's 
agent. Agency represents and warrants that it is the duly authorized agent of 
Advertiser for the purposes of this agreement and the matters contemplated 
hereby and that its arrangements with Advertiser specifically contemplate the 
placement of the advertising herein provided and the servicing thereof and the 
allowance of agency commission as herein provided. It is understood that Agency 
functions as paying agent for Advertiser hereunder and in no sense as an agent 
or representative of NBC and that Advertiser will continue to be obligated for 
all payments due to NBC hereunder until the actual receipt thereof by NBC.

    If at any time during the term hereof Agency ceases to be the advertising
agency for Advertiser, the then rights and duties of Agency herein shall,
subject to the provisions of paragraph 27 hereof, insure to the benefit of and
be binding on any other advertising agency, acceptable to NBC as to financial
responsibility, designated by Advertiser in writing to NBC therefor. If this
agreement is executed by Advertiser rather than its advertising agency, or if at
any time during the term hereof, Agency ceases to be the advertising agency for
Advertiser, and if NBC has not exercised its right of termination under
paragraph 22, and Advertiser has not designated to NBC in writing another
advertising agency similarly acceptable, the term "Agency" shall mean
"Advertiser."

34. NOTICES

    Notices to Agency and NBC hereunder shall be given by personal delivery, 
postpaid mail, or overnight courier services to the Agency at its address and to
the person if any, shown in Part I and to NBC at 30 Rockefeller Plaza, New York,
New York 10112, attention of President, Sales, Television Network. The date of 
such personal delivery, mailing, or delivery to courier services shall be deemed
the date of service.

35. GENERAL PROVISIONS

    This agreement is made subject to all Federal, State and Municipal laws and
regulations now or hereafter in force and is not assignable in whole or in part,
except as otherwise herein specifically provided, without the consent of NBC and
shall be governed by the laws of the State of New York, excluding all principles
of referral to the laws of other jurisdictions which might otherwise be
applicable under doctrines of conflicts of laws. Agency and Advertiser represent
and warrant that this agreement represents a sponsorship arrangement exclusively
between NBC and Advertiser and that no subordination arrangement or other sale
or exchange has taken place or will take place between Advertiser and any other
person or entity. Waiver of rights resulting from breach of any provision hereof
shall not be deemed to constitute a waiver of rights resulting from any previous
or succeeding breach of the same or any other provision. Except as herein
otherwise specifically provided, this agreement constitutes the entire Agreement
between the parties relating to the subject matter hereof and may not be
changed, modified, renewed, extended or discharged except by an agreement in
writing, signed by the party against whom enforcement of the change,
modification, renewal, extension or discharge is sought.