Navigator Distribution Agreement

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 ATTACH MENT 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 P ROVIDE 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: M2@ 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, su ch 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



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



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



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



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 under ...