Web Site Promotion Agreement

INTERACTIVE MARKETING AGREEMENT





This Interactive Marketing Agreement (the "Agreement"), is made and entered into as of March 1, 1998 (the "Eff ective Date"), by and between America Online, Inc. ("AOL"), a Delaware corporation, with offices at 22000 AOL Way, Dulles, Virginia 20166 and CyberSource Corporation, a/k/a "software.net" (the "Marketing Partner" or "MP"), a California corporation, with o ffices at 3031 Tisch Way, Suite 900, San Jose, CA 95128 (each a "Party" and collectively the "Parties").





AOL and MP each desires to enter into an interactive marketing relationship whereby AOL will promote MP, the MP Products and the digital deliv ery of the MP Products through the interactive site referred to (and further defined) herein as the Affiliated MP Site. This relationship is further described below and is subject to the terms and conditions set forth in this Agreement. Defined terms used herein but not defined in the body of the Agreement shall be as defined in Exhibit B attached hereto.





1. PROMOTION, DISTRIBUTION AND MARKETING.



1.1 AOL PROMOTION OF MP PRODUCTS AND AFFILIATED MP SITE. AOL will

provide MP with the promotions for MP, the MP Products and the

Affiliated MP Site described in Exhibit A attached hereto (the

"Promotions"). Subject to MP's reasonable approval, AOL will

have the right to fulfill its promotional commitments with

respect to any of the foregoing by providing MP with comparable

promotional placements in appropriate alternative areas of the

AOL Network. In addition, if AOL is unable to deliver any

particular Promotion described herein, subject to MP's

reasonable approval, AOL will provide MP, as its sole remedy,

with a comparable promotional placement. AOL reserves the right

to redesign or modify the organization, structure, "look and

feel," navigation and other elements of the AOL services at any

time. In the event such modifications materially and adversely

affect any specific Promotion described herein, subject to MP's

reasonable approval, AOL will provide MP, as its sole remedy,

with a comparable promotional placement.



1.2 IMPRESSIONS. During the Term, AOL will deliver the

following Impressions commitments through the Promotions (or any

comparable promotions as provided in Section 1.1 hereof) during

the following monthly periods (each a "Period"): [*] by the end

of the [*] month of the Term, [*] Impressions from the [*] month

to the end of [*] of the Term, and [*] month to the end of the

[*] month of the Term (which Impressions, together with the

Impressions delivered to MP pursuant to Section 1.3 hereof, as

adjusted from time to time in accordance with Section 1.3, are

hereinafter referred to as the "Impressions Commitment"). With

respect to the Impressions Commitment, AOL will not be obligated

to provide more than such target amounts, individually or in the

aggregate, in any given Period. Any shortfall in Impressions at

the end of a Period will not be deemed a breach of this

Agreement by AOL; instead, such shortfall will be added to the

Impressions target for the subsequent Period. In the event that

as of the Mutual Review Date, AOL shall not have provided a

minimum of [*] through the Promotions and the Additional

Promotions (the "Impressions Minimum"), AOL shall have a

reasonable time, not to exceed [*] within which to deliver the

Impressions Minimum. If AOL shall not have delivered the

Impressions Minimum within such [*] MP shall have the right for

fifteen (15) days to terminate this Agreement upon no less than

fifteen (15) days written notice to AOL, and within thirty (30)

days after such termination, [*] required pursuant to Section

4.1 hereof (the "Guaranteed Payments") [*]







*CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. [*]. If there is a shortfall in Impressions as of the end of the

Initial Term (a "Final Shortfall"), AOL shall have the option to

(i) extend the initial Term (the "Extension Period") until the

earlier of (a) such time as AOL shall have delivered the number

of Impressions which comprise the Final Shortfall (the "Makegood

Impressions") or (b) six (6) months from the end of the Initial

Term; provided that, in the event that AOL shall not have

delivered the Makegood Impressions by the end of the Extension

Period, [*]. During the Extension Period, AOL shall maintain the

exclusivity provisions of Section 3.1 hereof.



1.3 ADDITIONAL IMPRESSIONS. In addition to the Promotions provided

to MP above, AOL shall provide promotions to MP (the "Additional

Promotions") in various categories of (i) the shareware area and

(ii) the web publishing section of the "On the Net" area of the

AOL Service Computing Channel as specified in Exhibit A-1

attached hereto. Additionally, should AOL create a channel or

other area relating to, or focused on, the [*], AOL shall use

commercially reasonable efforts to provide promotion to MP in

such channel or area. The Additional Promotions will deliver

approximately [*] Impressions to MP during the Term of the

Agreement as follows: [*] Impressions by the end of the [*]

month of the Term, [*] Impressions from the [*] month to the [*]

month of the Term, and [*] month to the end of the forty second

(42nd) month of the Term. In the event that MP shall desire to

exchange some of the Additional Promotions for other promotions

on the AOL Service, AOL will work with MP, in good faith, to

provide promotions to MP that are comparable to those provided

on Exhibit A-1.



1.4 CONTENT OF PROMOTIONS. The specific Content to be contained

within the Promotions (including, without limitation,

advertising banners, links, types of products advertised,

graphics, contextual promotions, and editorial Content) (the

"Promo Content") will be determined by MP, subject to (i) AOL's

technical limitations, (ii) the terms of this Agreement and

(iii) AOL's then standard and generally applicable policies

relating to advertising and promotions. AOL will furnish a copy

of the categories of such advertising policies to MP. Further,

AOL will notify MP of a change in such policies and upon the

request of MP, AOL shall furnish the text of any category of

advertising policies requested by MP to MP. MP will

consistently review and modify the Promo Content no less than

two times per week. The Parties will jointly consult with each

other regarding the Promo Content to ensure that it is designed

to maximize performance. Except to the extent expressly

described herein, the specific form, placement, duration and

nature of the Promotions will be determined by AOL in its

reasonable editorial discretion (consistent with the editorial

composition of the applicable screens).



1.5 USE OF PROMOTIONS. MP may sell the promotional spaces provided

herein to third parties in a manner consistent with its ongoing

business practices, provided that any promotional spaces sold to

a third party (i) may only promote the sale of MP Products

(excluding Ancillary Products), and (ii) must promote the sale

of such MP Products (excluding Ancillary Products), through the

Affiliated MP Site. Except to the extent expressly provided in

the preceding sentence, MP may not, nor shall it permit any

third party to, sell or offer to sell any of the promotional

spaces provided herein.











*CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



1.6 MP PROMOTION OF AOL. MP will promote the availability of the

Affiliated MP Site through the AOL Network and will promote AOL as

more fully set forth in Exhibit C attached hereto.



2 AFFILIATED MP SITE.



2.1 CUSTOMIZED SITE. The Affiliated MOP Site shall be an optimized and

"mirrored" version of MP's main web site containing the specific

Content described in Section 2.2 below for distribution hereunder

according to AOL specifications and guidelines to ensure that (i) the

functionally and features within the Affiliated MP Site are optimized

for the client software then in use by a majority of AOL Members (as

determined by AOL and communicated to MP) and (ii) the forms used in

the Affiliated MP Site are designed and populated in a manner

intended to minimize delays when AOL Users attempt to access such

forms. The Affiliated MP Site may include up to four (4) Rainman

screens as mutually determined by AOL and MP. In the event that the

Parties shall create any Rainman screens, AOL shall determine, in its

sole discretion, which of its proprietary publishing tools (each a

"Tool") shall be made available to MP in order to develop and

implement the Rainman screens. Additionally, AOL shall provide MP

with an appropriate level of training with respect to the use of such

Tools, as determined by AOL in its sole discretion. MP shall be

granted a nonexclusive license to use any such Tool, which license

shall be subject to: (a) MP's compliance with all rules and

regulations relating to use of the Tools, as published from time to

time by AOL, (b) AOL's right to withdraw or modify such license at

any time, and (c) MP's express recognition that AOL provides all

Tools on an "as is" basis, without warranties of any kind.



2.1.1 SPECIFIC REQUIREMENTS.



(i) MP shall design the Affiliated MP Site to conform, in

all respects, with the provisions of Exhibit E attached

hereto, and



(ii) AOL reserves the right to review the Affiliated MP

Site to ensure that such site is compatible with AOL's

then-available client and host software and the AOL Network.

MP will take all necessary steps to conform its promotion

and sale of the MP Products through the Affiliated MP Site

to the then-existing technologies identified by AOL which

are optimized for the AOL Network. In consultation with MP,

AOL will be entitled to require reasonable changes to the

Content (including, without limitation, the features or

functionality) within the Affiliated MP Site to the extent

such Content will, in AOL's good faith judgment, adversely

affect any operational aspect of the AOL Network or the

online experience of any AOL User.



2.1.2 CUSTOMIZATION. MP shall customize the Affiliated MP Site

AOL Users as follows:



(i) create a customized home page "welcome mat" for the AOL

audience for each area on the Affiliated MP Site linked to

from the AOL Network on a continuous basis (each a "Welcome

Mat");



(ii) other than with respect to pre-packaged or pre-bundled

software, the packaging of which MP does not control, or

have the ability to control, ensure that AOL Users linking

to the Affiliated MP Site do not receive advertisements,

promotions or links for the products, services or content of

any other Interactive Service or any entity reasonably

construed to be in competition with AOL (such as, but not

limited to, MSN, Netscape, Yahoo); and



(iii) with the exception of advertising links sold and

implemented pursuant to this Agreement, provide continuous

navigational ability for AOL Users to















return to an agreed-upon point on the AOL Network (for which AOL

shall supply the proper address) from the Affiliated MP Site

(e.g., the point on the AOL Network from which the Affiliated MP

Site is linked), which, at AOL's option, may be satisfied through

the use of a hybrid browser format.



2.2 CONTENT. MP will provide a comprehensive offering of the categories of MP

Products and other Content described in Exhibit D attached hereto, through

the Affiliated MP Site. The Parties acknowledge that Exhibit D shall be

modified from time to time by MP, provided that AOL shall have the right to

review such modifications, and to the extent that such modifications are

inconsistent with the sale of Software Products as provided herein, or

otherwise inconsistent with the provisions of this Agreement, AOL shall

have the right in its reasonable discretion, to reject such modifications.

MP will review, delete, edit, create, update and otherwise manage all

Content available on or through the Affiliated MP Site in accordance with

the terms of this Agreement or any amendments hereto. Except as otherwise

mutually agreed upon by the Parties hereto, the Affiliated MP Site shall

not contain Content (including without limitation, third party content)

relating to anything other than the categories of MP Products listed on

Exhibit D attached hereto.



2.3 PRODUCTION WORK. Except as agreed to in writing by the Parties pursuant to

the "Production Work" section of the Standard Online Commerce Terms &

Conditions attached hereto as Exhibit F, MP will be responsible for all

production work associated with the Affiliated MP Site, including all

related costs and expenses.



2.4 HOSTING; COMMUNICATIONS. MP will be responsible for all communications,

hosting and connectivity costs and expenses associated with the Affiliated

MP Site. In addition, MP will provide all computer, telephone and other

equipment or resources necessary for MP to access the AOL Network. MP and

AOL shall mutually agree upon, and reasonably cooperate in implementing,

the most appropriate means by which MP will connect the MP data center to

AOL's designated data center; provided, however, that in the event the

Parties determine that MP shall utilize a dedicated high speed connection

from the MP data center to AOL's designated data center, then MP shall be

responsible for all costs associated with such high speed connection.



2.5 PRODUCT OFFERING. MP will ensure that the Affiliated MP Site generally

includes all of the MP Products or Content (including, without limitation,

any features, offers, contests, functionality or technology) that are then

made available by or on behalf of MP through any Additional MP Channel and

which are not inconsistent with MP's other contractual obligations;

provided, however, that (i) such inclusion will not be required where it is

commercially or technically impractical to either Party (i.e., inclusion

would cause either Party to incur substantial incremental costs), and (ii)

specific material changes in scope, nature and/or offerings required by

such inclusion will be subject to AOL's review and approval and the terms

of this Agreement.



2.6 [*]





*CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. [*]



2.7 [*]



2.8 OPERATING STANDARDS. MP will ensure that the Affiliated MP Site and

the delivery of the MP Products comply at all times with the standards

set forth in Exhibit E. To the extent site standards are not

established in Exhibit E with respect to any aspect or portion of the

Affiliated MP Site (or the MP Products or other Content contained

therein), MP will provide such aspect or portion at a level of

accuracy, quality, completeness, and timeliness which meets or exceeds

prevailing standards in the computer software industry. If at any time

during the Term MP fails to satisfy any requirement [*] of Exhibit

E AOL shall have the right (in addition to any other remedies

available to AOL hereunder) to reduce or cease placement of the

Promotions until such time as MP corrects its non-compliance (the

"Non-Compliance Period"), and if as a direct result of such

non-compliance AOL is unable to provide the Impressions required

hereunder during the Non-Compliance Period, AOL shall have the right

to reduce the Impressions Commitment, on a pro-rata basis, during the

Non-Compliance Period (e.g., if the Non-Compliance Period extends for

a period of two months, then AOL shall reduce the Impressions

Commitment by an amount equal to the product of two (2) times the

Impressions Commitment divided by forty two(42)).



2.9 NETWORK RESTRICTION. The Parties hereby agree that AOL shall have the

right, in its sole discretion, to reduce or cease placement of the

Promotions, or restrict access from the AOL Network to the Affiliated

MP Site (or any combination of the foregoing) (the "Network

Restriction Right") in the event that, as a result of the sale of the

MP Products in the manner contemplated hereby, and through no fault of

MP, the functional integrity of the AOL Network is compromised or the

ability of the AOL Network to adequately serve AOL Users is adversely

affected. If at any time during the Term AOL shall exercise the

Network Restriction Right for an aggregate of one hundred and twenty

(120) hours in any thirty (30) day period, then MP shall have the

right to request that AOL and MP monitor the Promotions and sales of

the MP Products through the Affiliated MP Site for a period of time

not to exceed forty five (45) days. If within such forty five (45) day

period, AOL and MP reasonably determine that the exercise of the

Network Restriction Right had a Material Adverse Effect on the sale of

the MP Products, the Parties shall renegotiate, in good faith, the

applicable terms of this Agreement for fifteen (15) days. If the

Parties cannot renegotiate the terms of the Agreement within such time

period, MP shall have the right for a period of fifteen (15) days to

terminate the Agreement as provided in Section 6.3 hereof, and within

thirty (30) days after such termination, MP or AOL, as the case may

be, [*]



[*]

---------





*CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

[*]



[*]



[*]



[*]



[*]



2.10 ADVERTISING SALES. Subject to the terms hereof, MP shall have the

right to sell promotions, advertisements, links, pointers or

similar services or rights through the Affiliated MP Site

("Advertisements"). The specific advertising inventory within the

Affiliated MP Site shall be determined by MP. [*]



3. AOL EXCLUSIVITY OBLIGATIONS.



3.1 EXCLUSIVE PRODUCTS. Provided that MP is in compliance with all



material terms of this Agreement, during the Initial Term, MP

shall be the exclusive, third party, re-seller of Software

Products delivered to an end user of such Software Products via

an electronic, digital download format (the "Exclusive Software

Products"), promoted by AOL in the specific manner and on the

specific screens of the AOL Service and AOL.com as provided in

Exhibit A attached hereto. Additionally, MP shall be a

non-exclusive, third party, re-seller of Software Products

delivered to an end user of such Software Products in a

pre-packaged box or other physical container (the "Semi-Exclusive

Software Products") as promoted by AOL in the specific manner and

on the specific screens of the AOL Service and AOL.com provided

for in Exhibit A. With respect to Exhibit A, on screens

designated as "Comprehensive Exclusive," MP shall be the

exclusive, third party, reseller of the Exclusive and

Semi-Exclusive Software Products, and on screens designated as

"Semi-Exclusive", MP shall be the exclusive, third party,

reseller of the Exclusive Software Products and a non-exclusive,

third party, reseller of the Semi-Exclusive Software Products;

provided that no more than one (1) other retailer of the

Semi-Exclusive Products shall appear on such screens (the

"Excluded Retailer"). During the Initial Term, except for the

Excluded Retailer on the Semi-Exclusive screens, AOL shall not

(i) promote any third party Software Products on the screens of

the AOL Service or AOL.com on which MP has an exclusivity as

provided herein, or (ii) provide any promotions on such screens

which link to the first screen (which shall include any flash

screen or temporary screen/display presented to an AOL User upon

clicking on a Promotion) of any third party web site on which any

Software Product titles are promoted or sold, or on which

Software Products are predominantly promoted. With respect to any

third party, to the extent (i) the tradename or trademark of such

third party shall contain the words "download", "downloadable",

"download software" or "downloadable software", or (ii) the

marketing materials of such third party shall encourage the

purchase of the







*CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Exclusive or Semi-Exclusive Software Products, AOL shall not promote or

advertise such name or marketing material of such third party on any

screens of the AOL Service or AOL.com on which MP has an exclusivity as

provided herein. Notwithstanding the foregoing, to the extent that AOL

shall have the right to promote the Excluded Retailer, the foregoing

restrictions shall not apply to the promotion of Semi-Exclusive Software

Products by the Excluded Retailer.



3.2 [*]



[*]



[*]



[*]



[*]



[*]



[*]



[*]



[*]



[*]



[*]









*CERTAIN CONFIDENTIAL INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. [*]



3.3 AOL STORE RESTRICTIONS. Subject to the provisions of this Agreement,

during the Initial Term and any Re ...