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U.S. English Language Net Search Services Agreement - Netscape Communications Corp. and Inc.

                             [NETSCAPE LETTERHEAD]

                               AMENDMENT NO. 1 TO
                             DISTINGUISHED PROVIDER
                                   NO. 005064

This Amendment No. 1 (the 'Amendment') is entered into by and between Netscape
Communications Corporation, a Delaware corporation and wholly owned subsidiary
of America Online, Inc., with principal offices at 501 E. Middlefield Road,
Mountain View, California 94043 ('Netscape') and, a Delaware
corporation with offices at 130 Union Street, Pasadena, California 91103
('Distinguished Provider') effective as of the date of execution by Netscape
('Amendment Effective Date').

WHEREAS, the parties have entered into a U.S. English Language Net Search
Services Agreement -- Distinguished Provider -- effective December 15, 1998
(the 'Agreement'); and

WHEREAS, the parties wish to modify and supplement the provisions of such

NOW, THEREFORE, the parties, in consideration of the terms and conditions
herein, agree as follows:

1.   The Distinguished Period shall be extended one (1) additional month
     through June 30, 1999.

2.   Capitalized terms defined in the Agreement shall have the same meaning in 
     this Amendment as in the Agreement.

3.   Except as explicitly modified, all terms, conditions and provisions of the
     Agreement shall continue in full force and effect.

4.   In the event of any inconsistency or conflict between the Agreement and
     this Amendment, the terms, conditions and provisions of this Amendment
     shall govern and control.

5.   This Amendment and the Agreement constitute the entire and exclusive
     agreement between the parties with respect to this subject matter. All
     previous discussions and agreements with respect to this subject matter
     are superseded by the Agreement and this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives, effective as of the
Amendment Effective Date.


By:                                       By: /s/ TODD TAPPIN
   -----------------------------------       -----------------------------------
   Signature                                 Signature

Name:                                     Name: Todd Tappin
     ---------------------------------         ---------------------------------
     Print or Type                             Print or Type

Title:                                    Title: CFO
      --------------------------------          --------------------------------

Date:                                     Date: 5/19/99
     ---------------------------------         ---------------------------------

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