Internet Service Provider Navigator Distribution Agreement - Netscape Communications Corp. and Earthlink Inc.


                        NETSCAPE COMMUNICATIONS CORPORATION 
                 AMENDED AND RESTATED INTERNET SERVICE PROVIDER
                       NAVIGATOR DISTRIBUTION AGREEMENT
                                  COVER SHEET


                                                    
EarthLink Network, Inc.
- ---------------------------------------------------
Full legal name of Network Service Provider ("NSP")    NSP is incorporated in the state/country of California

3100 New York Drive                                    If NSP is not a corporation, please specify form of
- ---------------------------------------------------    organization
Address of Principal Place of Business                             ---------------------------------------

Pasadena              California       91107
- --------------------------------------------------     
City                  State            Zip             Nondisclosure Agreement Signed   /X/  Yes    / / No

Telephone (818) 296-2400       Fax (818) 296-4161      If yes, date     April 15, 1996
          ----------------------------------------                  ---------------------------------------

Name and Description of Internet Access and/or
Internet Access service ("NSP's Products"):       EarthLink Network Total Access
                                                   ---------------------------------------------------------

Check Applicable:     / / Netscape Navigator LAN     /X/ Netscape Dial-Up Kit   /X/ Netscape Navigator Gold

IMPORTANT NOTICE: THIS NETSCAPE COMMUNICATIONS CORPORATION INTERNET SERVICE PROVIDER NAVIGATOR 
DISTRIBUTION AGREEMENT GIVES YOU THE RIGHT TO MAKE AND DISTRIBUTE COPIES OF THE NAVIGATOR SOFTWARE 
CHECKED ABOVE AT THE PRICING SET FORTH IN ATTACHMENT C HERETO. THE NAVIGATOR SOFTWARE MUST BE OFFERED TO 
END USERS AS A PACKAGED PRODUCT WITH NSP'S PRODUCT AND MAY NOT BE OFFERED AS A STAND-ALONE PRODUCT. THE 
NAVIGATOR SOFTWARE IS ONLY TO BE OFFERED TO END USERS IN THE TERRITORY NOTED BELOW. YOU MUST PROVIDE 
QUARTERLY POINT OF SALE REPORTS TO NETSCAPE. CAREFULLY REVIEW THE REST OF THIS AGREEMENT FOR OTHER 
IMPORTANT TERMS. FAILURE TO COMPLY WITH THIS AGREEMENT MAY RESULT IN TERMINATION.

TERRITORY (Countries):  The United States, Canada and Mexico
                       -----------------------------------------------------------------------------------
                       -----------------------------------------------------------------------------------






           EARTHLINK NETWORK, INC.                        NETSCAPE COMMUNICATIONS CORPORATION

                                                       
By: /s/ Charles G. Betty                                   By: /s/ Conway Rulon-Miller
   ----------------------------------------------             ----------------------------------------

Name:  Garry Betty                                        Name:  Conway (Todd) Rulon-Miller
     --------------------------------------------               --------------------------------------

Title: Its President                                      Title: VP, Sales
       ------------------------------------------               -------------------------------------

Date:  5/29/96                                            Date of Acceptance: 5/31/96
       ------------------------------------------                             ------------------------

NSP Technical Contact                                   NETSCAPE AUTHORIZED AGENT

Primary:  Michael Mushet                                Company Name:
         ---------------------------------------                       -------------------------------

Phone:  818 296-2429                                    By:
       -----------------------------------------            -----------------------------------------

Fax: 818 296-4161  e-mail: [email protected] earthlink.net            Name: ---------------------------------------
     ------------          --------------------
Alternate: Steve Nelson                                 Title: 
          --------------------------------------              ---------------------------------------
Phone 818-296-2486
Fax: 818 296-4161 e-mail: snelson @ earthlink.net       Date:
    -------------        ------------------------             ---------------------------------------



                                     - 1 -


* CERTAIN PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED IN       REVIEWED BY
  CONNECTION WITH A REQUEST TO THE SECURITIES AND EXCHANGE      NETSCAPE LEGAL
  COMMISSION FOR CONFIDENTIAL TREATMENT OF SUCH PORTIONS.       Initial DRM
                                                                        ---



                        NETSCAPE COMMUNICATIONS CORPORATION 
                 AMENDED AND RESTATED INTERNET SERVICE PROVIDER
                       NAVIGATOR DISTRIBUTION AGREEMENT


This Amended and Restated Internet Service Provider Navigator Distribution 
Agreement ("Agreement") is entered into by and between Netscape 
Communications Corporation, a Delaware corporation ("Netscape"), with 
principal offices at 501 East Middlefield Road, Mountain View, CA 94043, 
U.S.A. and the NSP listed and identified on the cover sheet to this Agreement 
("Cover Sheet") as of the date of acceptance by Netscape ("Effective Date").

WHEREAS, NSP markets and provides Internet Access services and/or Internet 
Access services.

WHEREAS, NSP and Netscape are parties to that Internet Service Provider 
Navigator Distribution Agreement dated May 25, 1995 and the Amendment thereto 
dated the same date (as amended, such Internet Service Provider Navigator 
Distribution Agreement shall be referred to herein as the "Original 
Agreement");

WHEREAS, the parties to this Agreement wish to amend and restate the terms of 
the Original Agreement with this Agreement so that the terms of the agreement 
remaining between the parties shall be those set forth in this Agreement; and

WHEREAS, NSP desires to obtain rights to use and distribute Netscape's 
Navigator selected on the Cover Sheet in accordance with the terms and 
conditions of this Agreement.

NOW, THEREFORE, the parties agree to the following terms and conditions:

SECTION 1.  DEFINITIONS
For purposes of this Agreement, the following terms shall have the following 
meanings:

1.1  "Active User" means a Registered User for which Internet Access 
     through NSP's Product has not been terminated.

1.2  "Attachment(s)" means the attachments to this Agreement which are 
     attached hereto and incorporated herein:

     1.2.1  Attachment A (End User License Agreement) which set forth 
            Netscape's terms and conditions of licensing applicable to an 
            end user customer.

     1.2.2  Attachment B (Quarterly Point of Sale Report) which sets 
            forth the form and information NSP must provide to Netscape
            each quarter.

     1.2.3  Attachment C (Navigator Pricing and Customization) which 
            sets forth Netscape's pricing for the current release (as 
            of Effective Date) of the Navigator selected on the Cover 
            Sheet by NSP, as amended by Netscape from time to time, and
            Netscape's customization obligations.


1.3  "Derivative Work(s)" means a revision, modification, translation, 
     abridgment, condensation or expansion of the Navigator or 
     Documentation or any form in which the Navigator or Documentation 
     may be recast, transferred, or adopted, which, if prepared without 
     the consent of Netscape, would be copyright infringement.

1.4  "Distributor" means any third party appointed pursuant to this 
      Agreement by NSP or any Distributor properly appointed hereunder to 
      distribute the Navigator to End Users in accordance with the terms hereof.

1.5  "Documentation" means Netscape's standard user manuals, reference manuals 
     and installation guides, or portions thereof, which are distributed as of 
     the Effective Date generally by Netscape to its other licensees of the 
     Navigator either in hard copy or electronic copy, as may be updated by 
     Netscape form time to time and provided to NSP hereunder.

                                     - 2 -



1.6  "End User" means any third party licensed by NSP or a Distributor 
     pursuant to this Agreement to use, but not to further distribute, the 
     Navigator except that if such third party is a corporation or other 
     entity, then "End User" means each individual within such corporation or 
     entity licensed by NSP or a Distributor pursuant to this Agreement to 
     use, but not to further distribute, the Navigator.

1.7  "Internet Access" means connecting, through any medium now known or 
     hereafter developed or discovered, to the Internet in order to permit 
     data flow between the Internet and the connected end user.

1.8  "Major and Minor Updates" mean updates, if any, to the Navigator. Major 
     Updates involve additions of substantial functionality while Minor 
     Updates do not. Major Updates are designated by a change in the number 
     to the left of the decimal point of the number appearing after the 
     product name while Minor Updates are designated by a change in any 
     number to the right of the decimal point. Netscape is the sole 
     determiner of the availability and designation of an Update as a Major 
     or Minor Update. Major Updates exclude software releases which are 
     reasonably designated by Netscape as new products. Where used herein 
     "Updates" shall mean Major Updates and Minor Updates interchangeably.

1.9  "NAA" means the applicable Netscape authorized distributor or value 
     added reseller who has entered into a Netscape Authorized Agent 
     Agreement with Netscape to act as a Netscape Authorized Agent in 
     connection with this Agreement solely for administrative purposes on 
     behalf of Netscape, all in accordance with the terms of the Netscape 
     Authorized Agent Agreement and this Agreement. All references in this 
     Agreement to "Netscape/NAA" shall mean the NAA if this Agreement is 
     entered into among Netscape, NSP and an NAA.

1.10 "Navigator" means the Netscape Dial-Up Kit, Netscape Navigator LAN 
     and/or Netscape Navigator Gold as selected on the Cover Sheet.

1.11 "Netscape Dial-Up Kit" means, to the extent selected on the Cover Sheet, 
     the executable current version (but not the source code version) of the 
     client software Netscape markets under the name "Netscape Dial-Up Kit", 
     and any Updates that Netscape may provide to NSP hereunder from time to 
     time.

1.12 "Netscape Navigator Gold" means, to the extent selected on the Cover 
     Sheet, the executable version (but not the source code version) of the 
     client category of software Netscape markets under the name "Netscape 
     Navigator Gold", and any Updates that Netscape may provide to Licensee 
     hereunder from time to time.

1.13 "Netscape Navigator LAN" means, to the extent selected on the Cover 
     Sheet, the executable version (but not the source code version) of the 
     web client software Netscape markets under the name "Netscape Navigator 
     LAN", and any Updates that Netscape may provide to NSP hereunder from 
     time to time.

1.14 "NSP's Product" means NSP's Internet Access and/or Intranet Access 
     services, as described on the Cover Sheet, with which the Navigator is 
     required to be bundled and distributed.

1.15 "Program Errors" means one or more reproducible deviations in the 
     Navigator from the applicable functional specifications set forth in the 
     Documentation.

1.16 "Registered User" means (a) an End User that is provided Netscape 
     Navigator Gold upon the date the Navigator is distributed to each End 
     User or (b) an End User that is provided Netscape Navigator LAN or 
     Netscape Dial-Up Kit upon the date such End User logs on to Licensee's 
     Product using a user ID and password obtained from Licensee.

1.17 "Territory" shall mean that geographic area set forth on the Cover Sheet.

SECTION 2.   GRANT OF LICENSES AND RIGHTS

2.1  Licenses

     2.1.1  License. Subject to the terms and conditions of this 
            Agreement, Netscape hereby grants to NSP and NSP hereby accepts, 
            a nonexclusive and nontransferable right and license to (i) use 
            in the Territory the Navigator for NSP's internal business 
            purposes, (ii) reproduce, without change

                                     - 3 -


              (except as required pursuant to Section 2.1.6), the Navigator (in
              executable form only) on any media (provided that NSP shall not
              electronically distribute any version of the Navigator containing
              128-bit encryption), (iii) distribute in the Territory by
              sublicense such Navigator copies to End Users, directly or
              indirectly through Distributors, solely for use in
              conjunction with NSP's Product and (iv) directly distribute from
              NSP's FTP (file transfer protocol) site to Active Users located
              in the Territory any Minor Updates provided to NSP by Netscape
              pursuant to Section 6.3; provided, that such FTP site shall not
              permit any person or entity, other than Active Users, to download
              or otherwise access any Update.

    2.1.2     Distributors.  Subject to the terms and conditions of this
              Agreement, NSP may sublicense to Distributors and such
              Distributors may sublicense to other Distributors the right and
              license to reproduce, without change, the Navigator (in
              executable form only) on any tangible media solely as an
              incorporated part of NSP's Product and to distribute in the
              Territory by sublicense such Navigator copies to End Users,
              directly or indirectly through other Distributors, solely for use
              in conjunction with NSP's Product.

    2.1.3     License Restrictions.  NSP agrees not to copy (except as
              expressly permitted herein), modify, translate, decompile,
              reverse engineer, disassemble, or otherwise determine or attempt
              to determine source code from the executable code of the
              Navigator or to create any Derivative Works based upon the
              Navigator or Documentation, and agrees not to permit or authorize
              anyone else, including, without limitation, any Distributor, to
              do so.  NSP and each Distributor are expressly prohibited from
              any marketing and/or distribution of the Navigator(a) unless each
              copy of the Navigator is bundled with NSP's Product and (b)
              outside of the Territory.  NSP shall not be entitled to grant to
              any Distributor and no Distributor shall be entitled to grant to
              any other Distributor the right or license to electronically
              distribute the Navigator, including, without limitation, any
              Update.

    2.1.4     Documentation License. Subject to the terms and conditions of
              this Agreement, Netscape hereby grants and NSP hereby accepts a
              nonexclusive and nontransferable right and license to use and
              reproduce, without change (except as provided in Section 2.1.6),
              the Documentation, and to distribute in the Territory by
              sublicense  the Documentation to End Users, directly or
              indirectly through Distributors, solely in conjunction with the
              Navigator.  Subject to the terms and conditions contained in this
              Agreement, NSP may sublicense to Distributors and such
              Distributors may sublicense to other Distributors the right and
              license to use and reproduce, without change, the Documentation
              and to distribute in the Territory by sublicense the
              Documentation to End Users, directly or indirectly through other
              Distributors, solely in conjunction with the Navigator.

    2.1.5     Licenses Dependent on Bundling and Accounting.  The licenses
              granted in this Section 2.1 are conditional upon (i) NSP bundling
              each copy of the Navigator with NSP's Product and NSP and each
              Distributor marketing and distributing each copy of the Navigator
              only as so bundled with NSP's Product and only in the Territory
              and (ii) NSP establishing and maintaining controls and procedures
              sufficient to timely and accurately determine the number of
              Registered Users.  If (a) NSP fails to so bundle the Navigator,
              (b) NSP or any Distributor markets or distributes the Navigator
              without NSP'S Product bundled therewith or outside of the
              Territory or (c) NSP fails to account for all Registered Users in
              accordance with this Section 2.1.5, the licenses granted
              hereunder shall be immediately revocable by Netscape in addition
              to any other remedies Netscape may have.

    2.1.6     Configuration Guide.  In the event that the Netscape Dial-Up Kit
              is selected on the Cover Sheet, Netscape hereby grants to NSP,
              and NSP hereby accepts, a nonexclusive and nontransferable right
              and license, in the Territory, to (a) use (with no right to
              sublicense) the configuration guide provided by Netscape to NSP
              (the "Configuration Guide") to preconfigure the dial-up
              parameters and Netscape preferences specified therein solely for
              NSP's Product and for no other network service and (b) modify the
              "Getting Started" portion of the Documentation for the Netscape
              Dial-Up Kit solely to the extent necessary to reflect the
              preconfigured parameters and dial-up preferences made by NSP to
              the Netscape Dial-Up Kit in accordance with this Section 2.1.6.
              Prior to distribution of any Netscape Dial-Up Kit to a Distributor
              or End User, NSP shall use the Configuration Guide to
              preconfigure the dial-up parameters and Netscape preferences of
              each such


                                        - 4 -



              Netscape Dial-Up Kit to: (i) provide Internet Access and/or
              Intranet Access to End Users solely through NSP's Product and
              (ii) prevent access to any private network not operated by NSP.
              NSP is granted no right to license to (x) distribute or
              sublicense the Configuration Guide to any third party, including,
              without limitation, Distributors, (y) sublicense to any
              Distributor the right or license to modify or change all or any
              portion of the Navigator or Documentation, and (z) except as
              provided in this Section 2.1.6, modify or change all or any
              portion of the Navigator or Documentation.


    2.1.7     Stack and Dialer.  Prior to distribution of any Netscape
              Navigator LAN to a Distributor or End User, NSP shall bundle, in
              accordance with this Section 2.1.7, each copy of the Netscape
              Navigator LAN  with NSP's or a third party's stack and dialer.
              NSP agrees to bundle each copy of the Netscape Navigator LAN with
              such stack and dialer so that such copy of the Netscape Navigator
              LAN: (i) provides Internet Access and/or Intranet Access to End
              Users solely through NSP's Product and (ii) prevents access to
              any public network, other than the Internet, and to any private
              network not operated by NSP.

    2.1.8     Promotion of Navigators.  NSP agrees to treat all Navigators at
              least as favorable as it treats any other products distributed by
              NSP that are competitive with any Navigator.  Specifically, NSP
              agrees that it will not market or promote any Navigator or any
              other product in a manner that states or could reasonably be
              interpreted to imply that the Navigator is inferior or secondary
              to the other product.  For example, NSP will not market or
              promote any other product as "preferred," "premier," "primary" or
              the like as compared to any Navigator.

    2.1.9     Netscape Now Program.  The licenses granted in this Section 2.1
              are conditional on (a) NSP's ongoing participation in the
              Netscape Now Program, including without limitation, NSP's
              compliance with the Netscape Now Program published guidelines as
              currently in effect and as may be revised by Netscape and
              provided to NSP from time to time during the term of this
              Agreement and (b) NSP's placement of a "Netscape Now" button in
              conformance with the Netscape Now Program Guidelines on a URL
              maintained by NSP in connection with NSP's Product and designated
              by NSP as the URL containing information regarding Updates.  NSP
              acknowledges that it has received and had an opportunity to
              review the current Netscape Now Program published guidelines.

2.2 Export.  NSP shall comply fully with all then current applicable laws,
    rules and regulations relating to the export of technical data, including,
    but not limited to any regulations of the United States Office of Export
    Administration and other applicable governmental agencies and NSP
    acknowledges that by virtue of certain security technology embedded in the
    Navigator, that export of such software may not be legal.  NSP shall
    conspicuously mark all packaging containing Navigators identified by
    Netscape as not for export with a "Not for Export" notice.  Netscape agrees
    to cooperate in providing information requested by NSP as necessary to
    obtain any required licenses and approvals.  When distributing the
    Navigator and Documentation in countries where an enforceable copyright law
    covering the same does not exist, NSP shall obtain a written agreement
    signed by the End User prohibiting the End User from making unauthorized
    copies of the same.

2.3 Compliance With Laws

    2.3.1     At its own expenses, NSP shall make, obtain, and maintain in force
              at all times during the term of this Agreement, all applicable
              filings, registrations, reports, licenses, permits and
              authorizations (collectively "Authorizations") in the Territory
              in order for NSP to perform its obligations under this Agreement,
              Netscape/NAA shall provide NSP with such assistance as NSP may
              reasonably request in making or obtaining any such
              Authorizations.  In the event that the issuance of any
              Authorization is conditioned upon an amendment or modification to
              this Agreement which is unacceptable to Netscape, Netscape shall
              have the right to terminate this Agreement without liability or
              further obligation whatsoever to NSP.

    2.3.2     NSP shall comply with all laws, regulations and other legal
              requirements that apply to this Agreement, including tax and
              foreign exchange legislation; advise Netscape/NAA of any
              legislation, rule, regulation or other law (including but not
              limited to any customs, tax, trade,


                                        - 5 -



              intellectual property or tariff law) which is in effect or which
              may come into effect in the Territory after the Effective Date of
              this Agreement and which affects the importation of the Navigator
              into, or the use and the protection of the Navigator and the
              intellectual property right within, the Territory, or which has a
              material effect on any provision of this Agreement.  NSP will
              provide Netscape/NAA with the assurances and official documents
              that Netscape/NAA periodically may request to verify NSP's
              compliance with this subsection.

    2.3.3     NSP shall not, together with its employees and agents, in
              conformity with the United States Foreign Corrupt Practices Act
              and with Netscape's established corporate policies regarding
              foreign business practices, directly or indirectly make and offer
              payment, promise to pay, or authorize payment, or offer a gift,
              promise to give, or authorize the giving of anything of value for
              the purpose of influencing an act or decision of an official of
              any government within the Territory or of the United States
              Government (including a decision not to act) or inducing such a
              person to use his influence to affect any such governmental act
              or decision in order to assist Netscape in obtaining, retaining
              or directing any such business.

2.4 This Party Licenses.  If all or any part of the Navigators delivered to NSP
    has been licensed to Netscape by a third party software supplier then,
    notwithstanding anything to the contrary contained in this Agreement, NSP
    is granted a sublicense to the third party software subject to the same
    terms and conditions as those contained in the agreement between Netscape
    and such third party software supplier.  In addition, Netscape reserves the
    right to substitute any third party software in the Navigators so long as
    the new third party software does not materially affect the functionality
    of the Navigator.  Netscape represents that current releases of the
    Navigators contain no third party software which would require NSP to agree
    to any terms and conditions in addition to those set forth in this
    Agreement.

2.5 European Union.  In the event that any provisions of this Agreement
    prohibits any activity of License or any Distributor in violation of
    Article 6 of the Council Directive of 14 may 1991 on the legal protection
    of computer programs, and implementing legislation thereunder (the
    "Directive"), then, such activity shall be permitted solely to the extent,
    if any, that such activity is (i) subject to the jurisdiction of a Member
    State of the European Union and (ii) expressly permitted by the Directive.

SECTION 3.  MARKETING AND DISTRIBUTION

3.1 Nonexclusivity.  NSP understands that Netscape may enter into arrangements
    similar to this Agreement with third parties.

3.2 Terms relating to Distribution.

    3.2.1     Distribution to Government Agencies.  NSP agrees to comply with
              all applicable laws, rules and regulations to preclude the
              acquisition of unlimited rights to technical data, software and
              documentation provided with the Navigator to a governmental
              agency, and ensure the inclusion of the appropriate "Restricted
              Rights" or "Limited Rights" notices required by the U.S.
              Government agencies or other applicable agencies.

    3.2.2     Distributor Agreements.  Prior to the distribution of any
              Navigator to a Distributor, NSP or a then-current Distributor
              shall enter into an enforceable written agreement with such
              Distributor ("Distributor Agreement") that (i) is sufficient to
              ensure that such Distributor is required to comply with the
              relevant terms of this Agreement and (ii) expressly names
              Netscape as an intended third party beneficiary with the right to
              rely on and directly enforce the terms thereof.  Without limiting
              the generality of the foregoing, each Distributor Agreement shall
              include terms no less restrictive than those contained in Section
              2.1(iii),2.1.3,2.1.8,2.2,2.3,3.2.1,3.2.3,3.3,7.8 and 9.1 of this
              Agreement.

    3.2.3     End User License Agreements.  Neither NSP nor any Distributor
              shall sublicense or otherwise distribute any copy of the
              Navigator or Documentation to End users except pursuant to a
              written sublicense agreement ("End User License Agreement") that
              (i) contains terms and conditions not inconsistent with and no
              less restrictive than the terms and conditions set forth in
              Netscape's then-current standard end user license agreement for
              the Navigator and Documentation (with NSP or


                                        - 6 -


          such Distributor as the "Licensor" thereunder) and (ii) provides, 
          in 12 point, bold, upper-case type, at the top of each such
          agreement and prior to any other text (other than introductory text
          regarding acceptance of the agreement), a legend in substantially 
          the following form:

               THE NAVIGATOR AND DOCUMENTATION ARE PROVIDED FOR USE ONLY
               (I) WITH THE INTERNET ACCESS OR INTRANET ACCESS SERVICE
               INITIALLY OFFERED BY (NSP/DISTRIBUTOR) IN CONJUNCTION WITH 
               THE DISTRIBUTION OF THE NAVIGATOR AND DOCUMENTATION AND 
               (II) IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.  NO
               RIGHT OR LICENSE IS GRANTED TO USE THE NAVIGATOR OR 
               DOCUMENTATION WITH ANY OTHER INTERNET ACCESS OR INTRANET 
               ACCESS SERVICE.

               A copy of Netscape's current standard end user license 
          agreement for the Navigator is attached hereto as Attachment A.
          Upon delivery by Netscape to NSP of any revised end user license 
          agreement, NSP and each Distributor shall, as soon as reasonably
          practicable, but in any event within ninety (90) days after receipt
          thereof from Netscape, use only such End User License Agreements
          that have been revised to conform to the terms of this Agreement and
          such revised end user license agreement provided by Netscape to 
          NSP; provided, in the event that the revised end user license 
          agreement is provided by Netscape to NSP to comply with or conform 
          to a law, regulation or policy or other third party requirement, NSP
          and each Distributor will use only such revised End User License
          Agreement within thirty (30) days after receipt by NSP of Netscape's
          revised end user license agreement.

3.3  Enforcement of Ancillary Agreements. NSP shall use commercially 
     reasonable efforts to enforce each Distributor Agreement and End User 
     License Agreement and NSP shall require each Distributor to use 
     commercially reasonable efforts to enforce each Distributor Agreement and
     each End User License Agreement to which such Distributor is a party, in
     each case, with at least the same degree of diligence used in enforcing
     similar agreements governing others, which in any event shall be 
     sufficient to adequately enforce such agreements. NSP shall, and shall
     require each Distributor to, use commercially reasonable efforts to protect
     Netscape's copyright rights, and NSP shall notify Netscape, and shall
     require each Distributor to notify NSP, of any breach of a material
     obligation under a Distributor Agreement or an End User License Agreement
     affecting the Navigator or Documentation. In addition, NSP will 
     cooperate, and will require each Distributor to cooperate, with Netscape
     in any legal action to prevent or stop unauthorized use, reproduction or
     distribution of the Navigator or Documentation.

3.4  Third Party Requirements. In the event that Netscape is required by a 
     third party software supplier to cease and to cause its licensees to 
     cease reproduction and distribution of a particular revision of the
     Navigator, NSP agrees to comply, and agrees to cause its Distributors
     to comply, therewith as soon as commercially practicable provided
     Netscape/NAA provides NSP with thirty (30) days prior written notice
     and further provided Netscape replaces such affected Navigator with a 
     functionally equivalent Navigator as soon as commercially practicable.

SECTION 4.   FEES AND PAYMENT

4.1  License Fees. NSP shall pay to Netscape/NAA, within thirty (30) days of 
     the date of Netscape's/NAA's invoice, the applicable per copy license fee
     set forth in Attachment C for each license granted by NSP to Registered
     Users in connection with the distribution of all or any portion of the
     Navigator. Netscape/NAA will invoice NSP on a quarterly basis for 
     accrued but unpaid license fees based on NSP's Quarterly Point of Sale 
     Reports submitted in accordance with Section 4.3 below. Per copy license 
     fees will accrue in the applicable corresponding quantity upon: (a) the 
     initial date of NSP's internal use of a Navigator or any Update and (b) the
     date that an End User first becomes a Registered User.

4.2  Payment and Taxes. All payments shall be made in United States dollars 
     at Netscape's/NAA's address as indicated in this Agreement or at 
     such other address as Netscape/NAA may from time to time indicate by 
     proper notice hereunder or by wire transfer to a bank and account number 
     designated by Netscape/NAA. All fees are exclusive of all taxes, duties 
     or levies, however designated or computed. NSP shall be responsible for 
     and pay all taxes based upon the transfer, use or distribution of the 
     Navigator, or the 

                                     - 7 -



     program storage media, or upon payments due under this Agreement 
     including, but not limited to, sales, use, or value-added taxes, duties, 
     withholding taxes and other assessments now or hereafter imposed on or 
     in connection with this Agreement or with any sublicense granted 
     hereunder, exclusive of taxes based upon Netscape's (or NAA's) net 
     income. In lieu thereof, NSP shall provide to Netscape/NAA a tax or 
     other levy exemption certificate acceptable to the taxing or other 
     levying authority. If NSP is required by law to make any deduction or to 
     withhold from any sum payable to Netscape by NSP hereunder, NSP shall 
     effect such deduction or withholding, remit such amounts to the 
     appropriate taxing authorities and promptly furnish Netscape with tax 
     receipts evidencing the payments of such amounts. Any past due amount 
     shall bear interest at the rate of one percent (1%) per month or the 
     maximum rate allowed by applicable law, whichever is less, until paid in 
     full.

4.3  Quarterly Point of Sale Reports. NSP shall maintain accurate 
     records of Registered Users, including the information (broken down by 
     month) required in the Quarterly Point of Sale Report attached hereto as 
     Attachment B, and any further information as Netscape/NAA may from time 
     to time reasonably request. Irrespective of the Effective Date, NSP 
     shall submit Quarterly Point of Sale Reports electronically in ASCII tab 
     or comma delimited fields format to Netscape/NAA on March 10, June 10, 
     September 10 and December 10 of each year for the quarters December 
     through February, March through May, June through August, and September 
     through November, respectively.

4.4  Audit of Records. NSP shall maintain, and shall require its Distributors 
     to maintain, accurate records containing the information (broken down by 
     month) required in the Quarterly Point of Sale Report attached hereto as 
     Attachment B, all data reasonably required for verification of NSP's and 
     each Distributor's compliance with the terms of this Agreement, amounts 
     to be paid, the quantity of Navigators and/or Updates distributed by NSP 
     and each Distributor and the number of Registered Users. Netscape and 
     NAA each shall have the right, during normal business hours upon at 
     least five (5) business days prior notice, to direct its auditors to 
     audit and analyze the relevant records of NSP and its Distributors to 
     verify compliance with the provisions of this Agreement. The audit shall 
     be conducted at Netscape's (or NAA's) expense unless there is inadequate 
     record keeping or the results of such audit establish that 
     inaccuracies in the Quarterly Point of Sale Reports have resulted in 
     underpayment to Netscape/NAA of more than five percent (5%) of the 
     amount actually due in any quarter, in which case NSP shall pay any 
     additional license fees resulting from the audit and bear the expenses 
     of the audit.

SECTION 5.   DELIVERABLES

5.1  Deliverables. Netscape/NAA shall provide NSP with one (1) gold master of 
     the release of the Navigator as of the Effective Date in the platforms 
     described on Attachment C and the applicable Documentation as of the 
     Effective Date. If NSP has selected the Netscape Dial-Up Kit on the 
     Cover Sheet, NSP will also receive the Configuration Guide. All 
     deliveries under this Agreement shall be F.C.A. Netscape, Fremont, 
     California, U.S.A. or F.C.A. NAA origin, as applicable. "F.C.A." means 
     Free Carrier Alongside and shall have the definition set forth in 
     INCOTERMS 1990.

SECTION 6.   SUPPORT

6.1  Front Line Support. NSP, and not Netscape/NAA, will provide front-line 
     technical support to Active Users. NSP shall employ at least two (2) 
     fully trained full time support personnel and provide support five days 
     a week during local business hours. Such support includes call receipt, 
     entitlement verification, call screening, installation assistance, 
     problem identification and diagnosis, product defect determination, 
     efforts to create a repeatable demonstration of the Program Error and, 
     if applicable, the replacement of any defective media. NSP agrees that 
     any documentation or packaging distributed by NSP shall clearly and 
     conspicuously state that End Users shall call NSP for technical support 
     for the Navigator and shall not reference Netscape/NAA in any manner 
     with respect to support. Netscape/NAA will have no obligation to furnish 
     any assistance, information or documentation with respect to the 
     Navigator to any End User. If Netscape/NAA customer support 
     representatives are being contacted by a significant number of End 
     Users, then, upon Netscape's/NAA's request, NSP and Netscape (or NAA) 
     will cooperate to minimize such contact and, if NSP is not able to 
     minimize such contact to a level which is acceptable to Netscape in its 
     reasonable determination, NSP hereby agrees to pay Netscape or NAA the 
     then-current charges for such support.

                                     - 8 -



6.2  Other Support. In consideration of the License Fee set forth in 
     Attachment C, Netscape will provide NSP, during the term of this 
     Agreement, with Netscape's technical support services, as further 
     described in Attachment D.

6.3  Updates. For the term of this Agreement, Netscape/NAA will provide to 
     NSP Updates commercially released by Netscape in consideration of the 
     License Fee set forth in Attachment C. Within three (3) months after the 
     date that Netscape shall commercially release any Update, NSP shall 
     distribute to End Users only that version of the Navigator represented 
     by such Update.

SECTION 7.   TRADEMARKS AND TRADE NAMES

     NSP shall use, and is hereby granted a non-transferable, non-exclusive 
     and restricted license, during the term of this Agreement, to use in the 
     Territory the trademark "Netscape Navigator Included" in any 
     advertising, marketing, technical, packaging or other materials related 
     to the Navigator which are distributed by NSP in connection with this 
     Agreement in accordance with Netscape's then current trademark usage 
     guidelines to be provided and updated by Netscape from time to time (the 
     "Guidelines"). NSP shall be entitled to sublicense to Distributors the 
     right to use in the Territory, and shall require each Distributor to use 
     in the Territory, "Netscape Navigator Included" in any advertising, 
     marketing, technical, packaging or other materials related to the 
     Navigator which are distributed by such Distributor hereunder in 
     accordance with the Guidelines. Other than the use of "Netscape 
     Navigator Included," neither NSP nor any Distributor shall use 
     "Netscape" or "Netscape Navigator" or "Personal Edition" in any 
     advertising, marketing collateral and/or packaging relating to NSP's 
     Product. Neither NSP nor any Distributor need use Netscape's trademarks 
     and trade names in any country in which their connotation is offensive. 
     NSP will consult with Netscape as to the foreign translation of Netscape 
     trademarks and trade names so that Netscape can help ensure uniformity 
     with their use by Netscape or third parties. NSP and each Distributor 
     shall clearly indicate Netscape's ownership of such trademarks or trade 
     names. All such usage shall inure to Netscape's benefit. NSP agrees not 
     to register and agrees not to permit any Distributor to register any 
     Netscape trademarks or trade names without Netscape's express prior 
     written consent. Upon Netscape's/NAA's request from time to time NSP 
     agrees to provide Netscape/NAA with copies of goods bearing Netscape's 
     trademarks and trade names so that Netscape can verify that the quality 
     of NSP's and each Distributor's use of such trademarks is comparable to 
     that of Netscape's use thereof. NSP shall suspend and shall require each 
     Distributor to suspend use of Netscape trademarks and trade names if 
     such quality is reasonably deemed inferior by Netscape until NSP and any 
     such Distributor has taken such steps as Netscape may reasonably require 
     to solve the quality deficiencies.


SECTION 8.   PROPRIETARY RIGHTS

8.1  Proprietary Rights. Title to and ownership of all copies of the 
     Navigator and Documentation whether in machine-readable or printed form, 
     and including, without limitation, Derivative Works, compilations, or 
     collective works thereof and all related technical know-how and all 
     rights therein (including without limitation rights in patents, 
     copyrights, and trade secrets applicable thereto), are and shall remain 
     the exclusive property of Netscape and/or its suppliers. NSP shall not 
     take any action to jeopardize, limit or interfere in any manner with 
     Netscape's ownership of and rights with respect to the Navigator and 
     Documentation. NSP shall have only those rights in or to the Navigator 
     and Documentation granted to it pursuant to this Agreement.

8.2  Proprietary Notices

     8.2.1  No Alteration of Notices. NSP and its employees and agents shall 
            not, and NSP shall not allow any Distributor to, remove or alter 
            any trademark, trade name, copyright, or other proprietary notices, 
            legends, symbols, or labels appearing on or in copies of the 
            Navigator and Documentation delivered to NSP by Netscape/NAA and 
            NSP shall use and shall require each Distributor to use the same 
            notices, legends, symbols, or labels in and on copies of the 
            Navigator and Documentation made pursuant to this Agreement as are 
            contained in and on the master copy.

     8.2.2  Notice. Each portion of the Navigator and Documentation reproduced 
            by NSP or any Distributor shall include the intellectual property 
            notice or notices appearing in or on the corresponding portion of 
            such materials as delivered by Netscape/NAA hereunder. NSP shall 
            ensure that all

                                     - 9 -






          copies of the Navigator made by NSP or any Distributor pursuant to
          this Agreement conspicuously display a notice substantially in the
          following form:

                    Copyright -C- 1994  Netscape Communications Corporation. All
                    Rights Reserved.


          If NSP is unsure of the appropriate year(s), it shall consult
          Netscape/NAA to obtain the correct designation.  Such notice shall be
          on labels on all media containing the Navigator.  If the copyright
          symbol "-C-" cannot technically be reproduced, NSP or any Distributor
          shall use the word "Copyright" followed by the notation "(c)" in its
          place.


SECTION 9.     CONFIDENTIAL INFORMATION AND DISCLOSURE


9.1  Confidential Information.  The parties agree that all disclosures of the
     confidential and/or proprietary information relating to this Agreement
     shall be governed by the Nondisclosure Agreement identified on the Cover
     Sheet.  If there is no Nondisclosure Agreement identified on the Cover
     Sheet, then for purposes of this Agreement "Confidential Information" shall
     mean Netscape information of a confidential and/or proprietary nature
     including, without limitation, computer programs, code, algorithms, names
     and expertise of employees, and consultants, know-how, formulas, processes,
     ideas, inventions (whether patentable or not), schematics and other
     technical, business, financial and product development plans, forecasts,
     strategies, and information of like nature.  NSP agrees to take all
     reasonable precautions, but in no event less than due and reasonable care,
     to prevent any unauthorized disclosure or use of Confidential Information
     including, without limitations disclosing Confidential only to its
     employees (a) with a need to know to further permitted uses of such
     information hereunder and (b) who are parties appropriate agreements
     sufficient to comply with this Section 9, and (c) who are informed of the
     nondisclosure/ non-use obligations imposed by this Section 9.  The
     foregoing restrictions on disclosure and use shall survive for three (3)
     years following any termination of this Agreement, but shall not apply
     information which through no fault of NSP becomes publicly available.

9.2  Confidentiality of Agreement. Unless required by law, and except to assert
     its rights hereunder or for disclosures to its own employees or
     distributors on a "need to know" basis, NSP agrees not to disclose the
     terms of this Agreement or matters relating hereto without the prior
     written consent of Netscape, which consent shall not be unreasonably
     withheld.


SECTION 10.    WARRANTIES

10.1 Limited Warranty.  Subject to the limitations set forth in this Agreement,
     Netscape warrants only to NSP that the Navigator when promptly adapted,
     installed, and used will substantially conform to the functional
     specifications set forth in the Documentation in effect when the Navigator
     is shipped to NSP.  Netscape's warranty and obligation shall extend for a
     period of ninety (90) days ("Warranty Period") from the date that Netscape
     first delivers the Navigator to NSP.  All warranty claims not made in
     writing or not received by Netscape/NAA within the Warranty Period shall be
     deemed waived.  Netscape's warranty and obligation is solely for the
     benefit of NSP, who has no authority to extend this warranty to any other
     person or entity.  NETSCAPE MAKES NO WARRANTY THAT ALL ERRORS OR FAILURES
     WILL BE CORRECTED.

10.2 EXCLUSIVE WARRANTY.  THE EXPRESS WARRANTY SET FORTH IN SECTION 10.1
     CONSTITUTES THE ONLY WARRANTY MADE BY NETSCAPE.  NETSCAPE MAKES NO OTHER
     REPRESENTATION, WARRANTY OR CONDITION, OF ANY KIND WHETHER EXPRESS OR
     IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE
     NAVIGATOR OR DOCUMENTATION.  NETSCAPE EXPRESSLY DISCLAIMS ALL WARRANTIES OR
     CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR
     PURPOSE.  NETSCAPE DOES NOT WARRANT THAT THE NAVIGATOR OR DOCUMENTATION IS
     ERROR-FREE OR THAT OPERATION OF THE NAVIGATOR WILL BE SECURE OR
     UNINTERRUPTED AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT
     THEREOF, THE ABOVE LIMITATION SHALL APPLY TO THE EXTENT ALLOWED BY
     APPLICABLE LAW.

10.3 Defects Not Covered by Warranties.  Netscape shall have no obligations
     under the warranty provisions set forth in Section 10.1 if any
     nonconformance is caused by: (a) the incorporation, attachment or otherwise

                                     - 10 -



     engagement of any attachment, feature, program, or device, other than by
     Netscape, to the Navigator, or any part thereof; or (b) accident;
     transportation; neglect or misuse; alteration, modification or enhancement
     of the Navigator other than by Netscape; failure to provide a suitable
     installation environment; use of supplies or materials not meeting
     specifications; use of the Navigator for other than the specific purpose
     for which the Navigator is designed; use of the Navigator on any systems
     other than the specified hardware platform for such Navigator; or NSP's use
     of defective media or defective duplication of the Navigator; or NSP's
     failure to incorporate any Update previously released by Netscape which
     remedies such nonconformance.

10.4 Exclusive Remedy.  If NSP finds what it believes to be errors in or a
     failure of the Navigator that prevents that Navigator from substantially
     conforming to the functional specifications set forth in the Documentation,
     and provides Netscape/NAA with a written report thereof during the Warranty
     Period, Netscape/NAA will use reasonable efforts to correct promptly, at no
     charge to NSP, any such errors or failures.  This is NSP's sole and
     exclusive remedy, and Netscape's sole obligation, for breach of any express
     or implied warranties hereunder.

SECTION 11.    INDEMNIFICATION

11.1 Netscape shall defend any action brought against NSP to the extent it is
     based on a claim that reproduction or distribution by NSP of the Navigator
     furnished hereunder within the scope of a license granted hereunder
     directly infringes any valid United States patent as of the Effective
     Date, United States copyright, United States trademark or trade secret in
     the United States.  Netscape will pay resulting costs, damages and legal
     fees finally awarded against NSP in such action which are attributable to
     such claim provided that NSP (a) promptly (within twenty (20) days)
     notifies Netscape in writing of any such claim and Netscape has sole
     control of the defense and all related settlement negotiations, and (b)
     cooperates with Netscape, at Netscape's expense, in defending or settling
     such claim.

11.2 Should a Navigator become, or be likely to become in Netscape's opinion,
     the subject of infringement of such copyright, patent, trademark or trade
     secret, Netscape/NAA may procure for NSP (i) the right to continue using
     same or (ii) replace or modify it to make it non-infringing.  In the event
     that Netscape shall determine that neither (i) nor (ii) above is
     commercially reasonable, Netscape may terminate this Agreement upon thirty
     (30) days prior written notice and refund to NSP the balance of any Prepaid
     License Fees received by Netscape and not required to be applied against
     payments due under this Agreement, if any.  Netscape shall have no
     liability for any claim based upon: (a) use of other than an unaltered
     version of the then current version of the Navigator or the version of the
     Navigator in commercial release immediately prior to the last Update of the
     Navigator, unless the infringing portion is also in the current, unaltered
     release; (b) use, operation or combination of the Navigator with non-
     Netscape programs, data, equipment or documentation if such infringement
     would have been avoided but for such use, operation or combination; (c)
     NSP's or its agent's activities after Netscape/NAA has notified NSP that
     Netscape believes such activities may result in such infringement; (d)
     compliance with NSP design, specifications or instructions; (e) any
     modification or marking of the Navigator not specifically authorized in
     writing by Netscape; (f) NSP's use of any trademarks other than the
     Netscape trademarks pursuant to Section 7; or (g) third party software. 
     The foregoing states the entire liability of Netscape/NAA and the exclusive
     remedy of NSP with respect to infringement of any intellectual property
     rights whether under theory of warranty, indemnity or otherwise.

11.3 General Indemnification by NSP.  NSP agrees to indemnify, hold harmless
     and, at Netscape's request, defend Netscape/NAA and their suppliers from
     and against any and all claims, liabilities, losses, damages, expenses and
     costs (including attorney's fees and costs) arising out of, in connection
     with or relating to (i) NSP's failure to include in each Distributor
     Agreement or End User License Agreement the contractual terms required to
     be included therein pursuant to Section 3.2.2 or 3.2.3 or (ii) except to
     the extent that Netscape is responsible for a claim under Section 1.11 and
     11.2, NSP's or Distributors' use, distribution or reproduction of the
     Navigator, Documentation and/or NSP's Product, including, without
     limitation, any claims, liabilities, losses, damages, expenses and costs
     arising out of, in connection with or relating to defective reproduction of
     or the use of defective media in the reproduction of Navigators, breach of
     warranty or support obligations or infringement or misappropriation of
     Netscape's intellectual property rights.

                                     - 11 -



SECTION 12.    LIMITATION OF LIABILITY

     IN NO EVENT SHALL NETSCAPE OR ITS SUPPLIERS (INCLUDING NAA) BE LIABLE FOR
     ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, INTERRUPTION OF
     BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL OR  CONSEQUENTIAL DAMAGES OF
     ANY KIND, EVEN IF NETSCAPE/NAA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
     DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
     REMEDY, EXCEPT TO THE EXTENT PROVIDED IN SECTION 11, NEITHER NETSCAPE NOR
     ITS SUPPLIERS (INCLUDING NAA) SHALL BE LIABLE FOR ANY CLAIM AGAINST NSP BY
     ANY END USER OR THIRD PARTY.  IN NO EVENT WILL NETSCAPE OR ITS SUPPLIER
     (INCLUDING NAA) BE LIABLE FOR (a) ANY REPRESENTATION OR WARRANTY MADE TO
     ANY END USER OR OTHER THIRD PARTY BY NSP, ANY DISTRIBUTOR OR ANY OF THEIR
     RESPECTIVE AGENTS; (b) FAILURE OF THE NAVIGATOR TO PERFORM EXCEPT AS, AND
     TO THE EXTENT, OTHERWISE EXPRESSLY PROVIDED HEREIN; (c) FAILURE OF THE
     NAVIGATOR TO PROVIDE SECURITY; (d) ANY USE OF THE NAVIGATOR OR THE
     DOCUMENTATION; OR (e) THE RESULTS OR INFORMATION OBTAINED OR DECISIONS MADE
     BY END USERS OF THE NAVIGATOR OR THE DOCUMENTATION.  THE REMEDIES PROVIDED
     IN THIS AGREEMENT ARE NSP'S SOLE AND EXCLUSIVE WARRANTIES.  NOTWITHSTANDING
     ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NETSCAPE'S (INCLUDING NAA'S)
     ENTIRE LIABILITY TO NSP FOR DAMAGES CONCERNING PERFORMANCE OR
     NONPERFORMANCE BY NETSCAPE (INCLUDING NAA) OR IN ANY WAY RELATED TO THE
     SUBJECT MATTER OF THIS AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR
     SUCH DAMAGES IS BASED IN CONTRACT OR IN TORT, SHALL NOT EXCEED THE AMOUNT
     RECEIVED BY NETSCAPE (INCLUDING NAA) FROM NSP DURING TWELVE (12) MONTHS
     PRIOR TO SUCH CLAIM.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
     LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION
     OR EXCLUSION MAY NOT APPLY TO NSP.

SECTION 13.    TERM OF AGREEMENT

     Unless sooner terminated under the provisions of Section 14, or otherwise
     rightfully terminated; (a) this Agreement shall remain in effect until
     December 31, 1997; and (b) thereafter, it shall automatically renew for
     successive one (1) year terms.  After the initial term of this Agreement,
     either party may terminate this Agreement for convenience upon at least one
     hundred twenty (120) days prior written notice.

SECTION 14.    DEFAULT AND TERMINATION

14.1 Termination for Default.  If either party defaults in any of its
     obligations under this Agreement, the non-defaulting party, at its option
     shall have the right to terminate this Agreement by written notice unless
     within thirty (30) calendar days after written notice of such default, the
     defaulting party remedies the default, or, in the case of a default which
     cannot with due diligence be cured within a period of thirty (30) calendar
     days, the defaulting party institutes within the thirty (30) calendar days
     steps necessary to remedy the default and thereafter diligently prosecutes
     the same to completion.  This Agreement may be terminated immediately by
     Netscape or NAA in the event of any breach of Sections 2.1 or 9 hereof.

14.2 Bankruptcy.  Either party shall have the right to terminate this Agreement
     if the other party ceases to do business in the normal course, becomes or
     is declared insolvent or bankrupt, is the subject of any proceeding
     relating to its liquidation or insolvency which is not dismissed within
     ninety (90) calendar days, or makes an assignment for the benefit of its
     creditors.

14.3 Effect on Rights

     14.3.1    Termination of this Agreement by either party shall not act as a
               waiver of any breach of this Agreement and shall not act as a
               release of either party from any liability for breach of such
               party's obligations under this Agreement.


                                     - 12 -



       14.3.2  Except as specified in Sections 14.4 and 14.5 below, upon
               termination or expiration of this Agreement, all licenses for the
               Navigator and Documentation granted under this Agreement shall
               terminate; provided, however, that for a period of one hundred
               eighty (180) days from termination of this Agreement following
               notice of termination by Netscape pursuant to Section 13, NSP
               shall be entitled to distribute, pursuant to the terms of this
               Agreement, any copies of the Navigator reproduced on tangible
               media by NSP or its Distributors as of the date Netscape provided
               notice of termination to NSP.

       14.3.3  Except where otherwise specified, the rights and remedies granted
               to a party under this Agreement are cumulative and in addition
               to, and not in lieu of, any other rights or remedies which the
               party may possess at law or in equity, including without
               limitation rights or remedies under applicable patent, copyright,
               trade secrets, or proprietary rights laws, rules or regulations.

14.4   Return or Destruction of Navigator.  Within thirty (30) calendar days
       after termination of this Agreement, NSP shall either deliver to
       Netscape/NAA or destroy all copies of the Navigator and Documentation
       (except as provided in Section 14.5) and any other materials provided by
       Netscape/NAA to NSP hereunder in its possession or under its control, and
       shall furnish to Netscape/NAA an affidavit signed by an officer of NSP
       certifying that, to the best of its knowledge, such delivery or
       destruction has been fully effected.  For purposes of this Section 14.4,
       copies of the Navigator, Documentation and other materials in the
       possession or under the control of a Distributor shall be deemed to be
       under the control of NSP.  Notwithstanding the foregoing, in the event
       that this Agreement is terminated for any reason other than by Netscape
       pursuant to Section 14.1 and provided NSP fulfills its obligations
       specified in this Agreement with respect to such items, NSP may continue
       to use and retain copies of the Navigator and Documentation to the
       extent, but only to the extent, necessary to support Navigators
       rightfully distributed to End Users by NSP, directly or indirectly
       through Distributors, prior to termination of this Agreement.

14.5   Continuing Obligations

       14.5.1  Payment of Accrued Fees.  Within thirty (30) calendar days of
               termination of this Agreement, NSP shall pay to Netscape/NAA all
               sums then due and owing.  Any other such sums shall subsequently
               be promptly paid as they become due and owing.

       14.5.2  Continuance of Sublicenses.  Notwithstanding the termination of
               this Agreement, all Registered User sublicenses which have been
               properly granted by NSP or any Distributor pursuant to this
               Agreement prior to its termination shall survive.

       14.5.3  Other Continuing Obligations.  Any termination of this Agreement
               will be without prejudice to any other rights or remedies of the
               parties under this Agreement or at law or in equity and will not
               affect any accrued rights or liabilities of either party at the
               date of termination, and the following sections of this Agreement
               shall survive any expiration or termination of this Agreement: 
               Sections 2.1.3, 3.3, 4, 8, 9, 10.2, 10.3, 10.4, 11, 12, 14 and
               15.

SECTION 15.    GENERAL PROVISIONS

15.1   Notices.  Any notice, request, demand, or other communication required or
       permitted hereunder shall be in writing and shall be deemed to be
       properly given upon the earlier of (a) actual receipt by the addressee or
       (b) five (5) business days after deposit in the mail, postage prepaid,
       when mailed by registered or certified airmail, return receipt requested,
       or two (2) business days after being sent via private industry courier to
       the respective parties at the addresses set forth in the Cover Sheet or
       to such other person or address as the parties may from time to time
       designate in a writing delivered pursuant to this Section 15.1.  Notices
       to Netscape shall be to the attention of: Legal Department.

15.2   Waiver and Amendment.  The waiver by either party of a breach of or a
       default under any provision of this Agreement, shall not be construed as
       a waiver of any subsequent breach of the same or any other provision of
       the Agreement, nor shall any delay or omission on the part of either
       party to exercise or avail itself of any right or remedy that it has or
       may have hereunder operate as a waiver of any right or remedy.  No
       amendment or modification of any provision of this Agreement shall be
       effective unless in writing and signed by a duly authorized signatory of
       Netscape and NSP.

                                     - 13 -



15.3   Assignment.  This Agreement and the licenses granted hereunder are to a
       specific legal entity or legal person, not including corporate
       subsidiaries or affiliates of NSP, and are not assignable by NSP (except
       to a Delaware corporation into which NSP is merged for the purpose of
       reincorporating NSP in the state of Delaware), nor are the obligations
       imposed on NSP delegable.  Any attempt to sublicense (except as expressly
       permitted herein) assign or transfer any of the rights, duties or
       obligations under this Agreement in derogation hereof shall be null and
       void.

15.4   Governing Law.  This Agreement is entered into in the State of
       California, U.S.A., and shall be governed by and construed in accordance
       with the laws of the State of California, U.S.A., without reference to
       its conflicts of law provisions.  Any dispute regarding this Agreement
       shall be subject to the exclusive jurisdiction of the California state
       courts in and for Santa Clara County, California, U.S.A. (or, if there is
       exclusive federal jurisdiction, the United States District Court for the
       Northern District of California), and the parties agree to submit to the
       personal and exclusive jurisdiction and venue of these courts.  This
       Agreement will not be governed by the United Nations Convention of
       Contracts for the International Sale of Goods, the application of which
       is hereby expressly excluded.

15.5   Relationship of the Parties.  No agency, partnership, joint venture, or
       employment is created as a result of this Agreement and neither NSP nor
       its agents have any authority of any kind to bind Netscape or NAA in any
       respect whatsoever.  Notwithstanding NAA's designation, however, NSP
       acknowledges that NAA is not authorized to bind Netscape or waive any
       conditions of this Agreement without Netscape's express written consent.

15.6   Captions and Section Heading.  The captions and section and paragraph
       headings used in this Agreement are inserted for convenience only and
       shall not affect the meaning or interpretation of this Agreement.

15.7   Severability.  If the application of any provision or provisions of this
       Agreement to any particular facts of circumstances shall be held to be
       invalid or unenforceable by any court of competent jurisdiction, then (a)
       the validity and enforceability of such provision or provisions as
       applied to any other particular facts or circumstances and the validity
       of other provisions of this Agreement shall not in any way be affected or
       impaired thereby and (b) such provision or provisions shall be reformed
       without further action by the parties hereto to and only to the extent
       necessary to make such provision or provisions valid and enforceable when
       applied to such particular facts and circumstances.

15.8   Force Majeure.  Either party shall be excused from any delay or failure
       in performance hereunder, except the payment of monies by NSP to
       Netscape/NAA, caused by reason of any occurrence or contingency beyond
       its reasonable control, including but not limited to, acts of God,
       earthquake, labor disputes and strikes, riots, war, novelty of product
       manufacture or other unanticipated product development problems, and
       governmental requirements.  The obligations and rights of the party so
       excused shall be extended on a day-to-day basis for the period of time
       equal to that of the underlying cause of the delay.

15.9   Entire Agreement.  This Agreement, including the Attachments hereto and
       any Nondisclosure Agreement referenced on the Cover Sheet, constitutes
       the entire agreement between the parties concerning the subject matter
       hereof and supersedes all proposals or prior agreements whether oral or
       written, and all communications between the parties relating to the
       subject matter of this Agreement and all past courses of dealing or
       industry custom.  The terms and conditions of this Agreement shall
       prevail, notwithstanding any variance with any purchase order or other
       written instrument submitted by NSP, whether formally rejected by
       Netscape/NAA.

15.10  English.  This Agreement is in the English language only, which language
       shall be controlling in all respects, and all versions hereof in any
       other language shall not be binding on the parties hereto.  All
       communications and notices to be made or given pursuant to this Agreement
       shall be in the English language.

15.11  France.  If the Territory includes France, NSP acknowledges that under
       French law as of the Effective Date, the importation, distribution and/or
       use in France of certain Netscape products may not be permitted, and NSP
       is not relying upon any such importation, distribution or use in entering
       into this Agreement or in fulfillment of its obligations herein.

                                      -14-



15.12  Customer Reference.  NSP agrees that Netscape shall have the right to use
       NSP's name as a customer reference provided that any Netscape press
       release concerning NSP other than as a customer reference shall be
       reviewed by NSP prior to its release.

AUTHORIZED SIGNATURES  In order to bind the parties to this Agreement, their
duly authorized representatives have executed the Cover Sheet to this Agreement.

SHIP TO ADDRESS FOR DELIVERABLES:                 BILL TO ADDRESS

___________________________________     ___________________________________

___________________________________     ___________________________________

___________________________________     ___________________________________

Attention:_________________________     Attention:_________________________

Telephone:_________________________     Telephone:_________________________

                                        Fax:_______________________________

Netscape or NAA Sales Rep: Gail Kulick
                           ---------------
Telephone No.:             415.937.4478
                           ---------------


                                      -15-



                                  ATTACHMENT A

BY CLICKING ON THE "ACCEPT BUTTON, USING THE INTERNET OR CORPORATE ("INTRANET")
ACCESS OFFERED BY LICENSOR, OR OPENING THE PACKAGE, YOU ARE CONSENTING TO BE
BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS
AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION PROCESS WILL
NOT CONTINUE.  DO NOT USE THE INTERNET OR INTRANET ACCESS OFFERED BY LICENSOR,
OR RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND.

THE SOFTWARE AND DOCUMENTATION ARE PROVIDED FOR USE ONLY (I) WITH THE INTERNET
ACCESS OR INTRANET ACCESS SERVICE INITIALLY OFFERED BY LICENSOR IN CONJUNCTION
WITH THE DISTRIBUTION OF THE SOFTWARE AND DOCUMENTATION AND (II) IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT.  NO RIGHT OR LICENSE IS GRANTED TO USE THE
SOFTWARE OR DOCUMENTATION WITH ANY OTHER INTERNET OR INTRANET ACCESS.

                           END USER LICENSE AGREEMENT
                          REDISTRIBUTION NOT PERMITTED

GRANT.  _______________________("Licensor") hereby grants to you a non-exclusive
license to use its accompanying software product ("Software") and accompanying
documentation ("Documentation") on the following terms:

You may:

     *    use the Software only with the Internet service initially offered by
          Licensor in conjunction with the distribution of the Software and
          Documentation ("Licensor's Internet Services") which it is bundled;
     *    use the Software on my single computer;
     *    use the Software on a second computer so long as the first and second
          computers are not used simultaneously; or
     *    copy the Software for archival purposes, provided any copy must
          contain all of the original Software's proprietary notices.

You may not:

     *    use the Software or Documentation in conjunction with any Internet
          access or other network service, other than Licensor's Internet
          Services;
     *    permit other individuals to use the Software except under the terms
          listed above; modify translate, reverse engineer, decompile,
          disassemble (except to the extent applicable laws specifically
          prohibit such restriction), or create derivative works based on the
          Software or Documentation;
     *    copy the Software or Documentation (except for back-up purposes);
     *    rent, lease, transfer or otherwise transfer rights to the Software
          or Documentation; or
     *    remove any proprietary notices or labels on the Software or
          Documentation.

SOFTWARE.  If you receive your first copy of the Software electronically, and a
second copy on media, the second copy may be used for archival purposes only. 
This license does not grant you any right to any enhancement or update.

TITLE.  Title, ownership rights, and intellectual property rights in and to the
Software and Documentation shall remain in Licensor and/or its suppliers.  The
Software is protected by the copyright laws of the United States and
International copyright treaties.  Title, ownership rights, and intellectual
property rights in and to the content accessed through the Software is the
property of the applicable content owner and may be protected by applicable
copyright or other law.  This License gives you no rights to such content.

LIMITED WARRANTY.  Licensor warrants that for a period of ninety (90) days from
the date of acquisition, the Software, if operated as directed, will
substantially achieve the functionality described in the Documentation. 
Licensor does not Warrant, however, that your use of the Software will be
uninterrupted or that the operation of the Software will be error-free or secure
and hereby disclaims any and all liability on account thereof.  In addition, the
security mechanism implemented by the Software has inherent limitations, and you
must determine that the Software sufficiently meets your requirements.  Licensor
also warrants that the media containing the Software, if provided by
Licensor, is free from defects in material and workmanship and will so remain
for ninety (90) days from the date you acquired the Software.  Licensor's sole
liability for any breach of this warranty shall be, in Licensor's sole
discretion: (i) to replace your defective media; or (ii) to advise you how to
achieve substantially the

                                      -16-



same functionality with the Software as described in the Documentation 
through a procedure different from that set forth in the Documentation; or 
(iii) if the above remedies are impracticable, to refund the license fee you 
paid for the Software. Repaired, corrected, or replaced Software and 
Documentation shall be covered by this limited warranty for the period 
remaining under the warranty that covered the original Software, or if 
longer, for thirty (30) days after the date (a) of shipment to you of the 
repaired or replaced Software, or (b) Licensor advised you how to operate the 
Software so as to achieve the functionality described in the Documentation. 
Only if you inform Licensor of your problem with the Software during the 
applicable warranty period and provide evidence of the date you acquired the 
Software will Licensor be obligated to honor this warranty. Licensor will use 
reasonable commercial efforts to repair, replace, advise or refund pursuant 
to the foregoing warranty within 30 days of being so notified.

THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY OR CONDITION MADE BY 
LICENSOR. LICENSOR MAKES NO OTHER EXPRESS WARRANTY OR CONDITION AND THERE IS 
NO WARRANTY OR CONDITION OF NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. THE 
DURATION OF IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, 
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR 
PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; SOME STATES DO NOT 
ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY 
NOT APPLY TO YOU. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO 
MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. NO 
WARRANTY IS MADE BY OR ON BEHALF OF ANY SUPPLIER OF LICENSOR. If any 
modifications are made to the Software by you during the warranty period; if 
the media is subjected to accident, abuse, or improper use; or if you violate 
the terms of this Agreement, then this warranty shall immediately be 
terminated. This warranty shall not apply if the Software is used on or in 
conjunction with hardware or Software other than the unmodified version of 
hardware and Software with which the Software was designed to be used as 
described in the Documentation.

THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL 
RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.

LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, 
TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE 
LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR 
CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES 
FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY 
AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF 
LICENSOR'S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN
IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR 
FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT 
APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW 
PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE 
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS 
LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

TERMINATION. This license will terminate automatically if you fail to comply 
with the limitations described above. On termination, you must destroy all 
copies of the Software and Documentation.

EXPORT CONTROLS. None of the Software or underlying information or technology 
may be downloaded or otherwise exported or reexported (i) into (or to a 
national or resident of) Cuba, Iraq, Libya, North Korea, Yugoslavia, Iran, 
Syria or any other country to which the U.S. has embargoed goods; or (ii) to 
anyone on the U.S. treasury Department's list of Specially Designated 
Nationals or the U.S. Commerce Department's Table of Denial Orders. By 
downloading or using the Software, you are agreeing to the foregoing and you 
are representing and warranting that you are not located in, under the 
control of, or a national or resident of any such country or on any such list.

In addition, if the licensed Software is identified as a not-for-export 
product (for example, on the box, media or in the installation process), then 
the following applies: EXCEPT FOR EXPORT TO CANADA FOR USE IN CANADA BY 
CANADIAN CITIZENS, THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE 
EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN 
PERSON" AS DEFINED BY U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT 
LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT 
RESIDENT OF THE UNITED STATES. BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE 
AGREEING TO THE FOREGOING AND YOU ARE WARRANTING THAT YOU ARE NOT A "FOREIGN 
PERSON" OR UNDER THE CONTROL OF A FOREIGN PERSON.


                                    -17-




MISCELLANEOUS. This Agreement represents the complete agreement concerning 
this license between the parties and supersedes all prior agreements and 
representations between them. It may be amended only by a writing executed by 
both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY 
MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE 
CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held 
to be unenforceable for any reason, such provision shall be reformed only to 
the extent necessary to make it enforceable. This Agreement shall be governed 
by and construed under California law as such law applies to agreements 
between California residents entered into and to be performed within 
California, except as governed by Federal law. The application of the United 
Nations Convention of Contracts for the International Sale of Goods is 
expressly excluded.

Third Party Beneficiary. Licensor and you each agree that Netscape 
Communications Corporation shall, as an intended third party beneficiary of 
this Agreement, have the right to rely upon and directly enforce the terms 
set forth herein.

U.S. GOVERNMENT RESTRICTED RIGHTS: Use, duplication or disclosure by the 
Government is subject to restrictions set forth in subparagraphs (a) through 
(d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when 
applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and 
Computer Software clause at DFARS 252.227-7013, or at 252.211-7015, and in 
similar clauses in the NASA FAR Supplement. Contractor/manufacturer is 
Netscape Communications Corporation, 501 East Middlefield Road, Mountain 
View, CA 94043.
















                                         -18-




                                 ATTACHMENT B
                        QUARTERLY POINT OF SALE REPORT



Network Service Provider Name and address:      EarthLink Network, Inc.
                                                3100 New York Drive, Suite 201
                                                Pasadena, California 91107


POS Report Contact Name:                        _______________________________
POS Report Contact Phone:                       _______________________________
POS Report Contact e:mail                       _______________________________


Report for (check one):

_____December through February (due March 10)

_____March through May (due June 10)

_____June through August (due September 10)

_____September through November (due December 10)






                                                                         Number of
                                                                         Navigators
                                                        Number of      Initially used
                                                      New Registered    internally by
  Month/Year       Navigator Product    Price/Unit      Users/Month       NSP/Month
  ----------       -----------------    ----------    --------------   --------------
                                                           

[First Month]      _________________    ___________   ______________    ______________


[Second Month]     _________________    ___________   ______________    ______________


[Third Month]      _________________    ___________   ______________    ______________




        NEW REGISTERED USERS DURING THREE MONTH PERIOD OF THIS REPORT
        -------------------------------------------------------------


            Name             Address              Navigator Product
            ----             -------              -----------------






                                     -19-



                                 ATTACHMENT C
                     NAVIGATOR PRICING AND CUSTOMIZATION


1.   PRICING


                                                 License Fee Per Copy
                                                 --------------------


Netscape Navigator Dial-Up Kit                          $*******
(Windows 95/NT and Macintosh
platforms)


Netscape Navigator Gold
(Windows 95/NT and Macintosh                            $*******
platforms)

2.  CUSTOMIZATION. In consideration of a fee of $2,000 due and payable on the 
Effective Date, Netscape will provide to NSP (i) a beta version of the 
Enterprise Kit within thirty (30) days of receipt of the fee and (ii) upon 
its general commercial release, the commercially released version of the 
Enterprise Kit, both of which are to be used by NSP or a Distributor approved 
in advance by Netscape, whose approval will not be unreasonably withheld, for 
customization of the Netscape Dial Up Kit to be distributed by NSP or a 
Distributor, as applicable. NSP and its Distributors will be responsible for 
all necessary customization of the Netscape Dial Up Kit.

    * THE TEXT NOTED BY ASTERISKS HAS BEEN REDACTED IN CONNECTION
      WITH A REQUEST TO THE SECURITIES AND EXCHANGE COMMISSION FOR
      CONFIDENTIAL TREATMENT OF SUCH TEXT.












                                        -20-




                                 ATTACHMENT D

                               TECHNICAL SUPPORT

TECHNICAL SUPPORT. In consideration of the License Fee set forth in 
Attachment C, Netscape will provide NSP, during the period for which support 
fees have been paid to Netscape, with Netscape's back-end technical support 
services, as further described herein.

      BACK-END SUPPORT. Netscape will provide back-end support to NSP for 
Program Errors not resolved by NSP pursuant to NSP's support policies and in 
accordance with the provisions below. This support includes efforts to 
identify defective source code and to provide corrections, workarounds and/or 
patches to correct Program Errors. Netscape will provide NSP with a telephone 
number and an e-mail address which NSP may use to report Program Errors 
during Netscape's local California business hours (5am - 5pm Pacific Standard 
Time). For priority 1 or 2 failures, NSP agrees to notify Netscape via both 
telephone and e-mail. NSP will identify one (1) member of its customer 
support staff and an alternate to act as the primary technical liaisons 
responsible for all communications with Netscape's technical support 
representatives. Such liaisons will have sufficient technical expertise, 
training and/or experience for NSP to perform its obligations hereunder. 
Within one (1) week after the Effective Date, NSP will designate its 
liaison(s). Notification will be in writing and/or e-mail to Netscape. NSP 
may substitute contacts at any time by providing to Netscape one (1) week's 
prior written and/or electronic notice thereof.

     Netscape will make reasonable efforts to correct significant Program 
Errors that NSP identifies, classifies and reports to Netscape and that 
Netscape substantiates. Netscape may reclassify Program Errors if it 
reasonably believes that NSP's classification is incorrect, NSP will provide 
sufficient information to enable Netscape to duplicate the Program Error 
before Netscape's response obligations will commence. Netscape will not be 
required to correct any Program Error caused by (a) NSP's incorporation or 
attachment of a feature, program, or device, other than by Netscape, to the 
Navigator, or any part thereof: (b) accident, transportation, neglect, 
misuse, alteration, modification, or enhancement of the Navigator other than 
by Netscape; (c) the failure to provide a suitable installation environment; 
(d) use of the Navigator for other than the specific purpose for which 
the Navigator are designed; (e) use of the Navigator on any systems other 
than the specified hardware platform for such Navigator; (f) NSP's use of 
defective media (other than defective media provided by Netscape to NSP) or 
defective duplication of the Navigator; or (g) NSP's failure to incorporate 
any Minor Update previously released by Netscape which corrects such Program 
Error.

     Provided Program Error reports are received by Netscape during 
Netscape's local California business hours (5am - 5pm Pacific Standard Time), 
Netscape will use its best commercial efforts to communicate with NSP about 
the Program Error via telephone or e-mail within the following targeted 
response times:



- -------------------------------------------------------------------------------------------------
 Priority                   Failure Description                      Response Time
- -------------------------------------------------------------------------------------------------
                                                           
   1.      Fatal (no useful work can be done)                    10 working hours
- -------------------------------------------------------------------------------------------------
   2.      Severe Impact (functionally disable): errors          1 working day
           which result in a lack of application functionality
           or cause intermittent system failure
- -------------------------------------------------------------------------------------------------
    3.     Degraded Operations: errors causing malfunction        3 working days
           of non-critical functions
- -------------------------------------------------------------------------------------------------
    4.     Minimal Impact: attributes and/or options to           Future release, on business
           utility programs do not operate as stated              justifiable basis
- -------------------------------------------------------------------------------------------------
    5.     Enhancement Request                                    When applicable
- -------------------------------------------------------------------------------------------------



     Netscape will use reasonable commercial efforts to resolve each 
significant Program Error by providing either a reasonable workaround, an 
object code patch, or a specific action plan for how Netscape will address 
the problem and an estimate of how long it will take to rectify the defect. 
Netscape reserves the right to charge NSP additional fees at its then-standard
rates for services performed in connection with reported Program Errors which 
are later determined to have been due to hardware or software not supplied by 
Netscape. Notwithstanding the foregoing, Netscape has no obligation to 
perform services in connection with (i) Program Errors resulting from 
hardware or software not supplied by Netscape; or (ii) which occur in the 
Netscape Product release which is not the then-current release or the 
commercial release existing immediately before the most recent Update.



                                      -21-