Technology License Agreement

NETSHOW LICENSE AGREEMENT



This NetShow License Agreement (the "Agreement") is entered into and effective as of August 5, 1997 (the "Effective Da te") by and between MICROSOFT CORPORATION, a Washington corporation located at One Microsoft Way, Redmond, WA 98052 ("Microsoft") and AUDIONET, INC., a Delaware corporation located at 2914 Taylor Street, Dallas, TX 75226 ("AudioNet").





Microsoft is the owner and/or authorized licensor of a line of Internet streaming audio and video client and server technology known as NetShow.



Under this Agreement, Microsoft wishes to grant, and AudioNet wishes to receive, a license [*]



The parties hereby agree as follows:





1. DEFINITIONS



1.1 "AudioNet Services Support" means [*]



1.2 "AudioNet Services" means [*]



1.3 "Beta Quality" means software which passes system testing, contains

substantially all of the intended core features, is ready for

production testing and contains a limited number of significant



1.4 "Confidential Information" means: (i) any source code of Microsoft

Software; and (ii) the terms and conditions of this Agreement.

"Confidential Information" shall not include information that: (a) is

or becomes generally known or available by publication, commercial use

or otherwise through no fault of the receiving party; (b) is known and

has been reduced to tangible form by the receiving party at the time

of disclosure and is not subject to restriction; (c) is independently

developed or learned by the receiving party; (d) is lawfully obtained

from a third party that has, to the knowledge of the receiving party,

the right to make such disclosure; or (e) is made generally available

by the disclosing party without restriction on disclosure.



1.5 "Microsoft Software" means NetShow, [*]



1.6 "NetShow" means [*]



1.7 [*]





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NetShow License Agreement

August 5, 1997



1.8 "Production Quality" means software which has either no significant

errors or only significant errors which are documented and mutually

agreed to be rare or remote in likelihood of occurrence, and which has

passed mutual, reasonable acceptance criteria during beta testing in a

production environment.



1.9 "Term" [*]



1.10 "Third Party Contractor" means a third party company or other entity

under written agreement with AudioNet to perform AudioNet Services

Support, where such written agreement is consistent with the terms and

conditions of this Agreement including, but not limited to, Sections 3

and 6.



1.11 "Updates" means, as to any Microsoft Software, all subsequent public

releases (including maintenance releases) thereof by Microsoft during

the Term, including public releases of error corrections, upgrades,

enhancements, additions, improvements, extensions, modifications and

successor versions, for which Microsoft has the right to license to



1.12 [*]



2. DELIVERY



2.1 NetShow. Microsoft shall deliver to AudioNet, on such media as AudioNet

reasonably requests, a copy of [*] within five (5) days after the

Effective Date. Updates of NetShow which are separate release versions

shall be delivered to AudioNet as follows:





BETA QUALITY [*]

---------------------------------------------------------------

PRODUCTION QUALITY [*]



2.2 [*]



2.3 [*]



3. OBJECT CODE LICENSE GRANTS



3.1 License Grant - NetShow [*]. Microsoft hereby grants to

AudioNet a [*]

license to use [*]





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NetShow License Agreement

August 5, 1997



[*]



3.2 License Grant - [*]. Microsoft hereby grants to AudioNet a

[*]



3.3 Ownership. Except as expressly licensed to AudioNet in Sections 3.1

and 3.2, Microsoft retains all right, title and interest in and to the

Microsoft Software.



3.4 No Distribution/Other Rights. AudioNet agrees that this Agreement does

not grant to it any distribution or resale rights to the Microsoft

Software, in any form (except solely with respect to the rent and/or

reuse of connections or streams or the sublicense rights to Third

Party Contractors, as provided in Sections 3.1 and 3.2, respectively).

Except as expressly granted in this Agreement, AudioNet shall have no

other rights in the Microsoft Software. Under no circumstances will

the license grant set forth in Sections 3.1 and 3.2 be construed as

granting, by implication, estoppel or otherwise, a license to any

Microsoft technology other than the Microsoft Software.



4. NONEXCLUSIVE



Nothing in this Agreement will be construed as restricting Microsoft's ability to license, develop, sublicense, manufacture, deploy or distribute Microsoft Software or any other technology, for itself or for or to any third party.



5. CONSIDERATION



As partial consideration for the licenses under this Agreement, AudioNet shall, [*], pay Microsoft the license fee set forth in Exhibit B.



6. CONFIDENTIALITY



6.1 The confidentiality provisions of this Agreement shall only apply to

disclosures regarding the terms, conditions and existence of this

Agreement. All other disclosures of Confidential Information shall be

pursuant a separate, confidentiality agreement between the parties

executed as of the Effective Date. Each party shall protect the

other's Confidential Information from unauthorized dissemination and

use with the same degree of care that such party uses to protect its

own like information. Neither party will use the other's Confidential

Information for purposes other than those necessary to directly

further the purposes of this Agreement. Each party will use its best

efforts not to disclose to third parties the other's Confidential

Information without the prior written consent of the other party.

Except as expressly provided in this Agreement, no ownership or

license rights is granted in any Confidential Information.



6.2 The parties' obligations of confidentiality under this Agreement shall

not be construed to limit either party's right to independently

develop or acquire products without use of the other party's





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NetShow License Agreement

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Confidential Information. Further, either party shall be free to use

for any purpose the residuals resulting from access to or work with

such Confidential Information, provided that such party shall maintain

the confidentiality of the Confidential Information as provided

herein. The term "residuals" means information in non-tangible form,

which may be retained by persons who have had rightful and good faith

access to the Confidential Information, including ideas, concepts,

know-how or techniques contained therein. Neither party shall have any

obligation to limit or restrict the assignment of such persons or to

pay royalties for any work resulting from the use of residuals.

However, the foregoing shall not be deemed to grant to either party a

license under the other party's copyrights or patents.



6.3 Microsoft hereby consents to the following limited disclosures of

Microsoft Confidential Information: (i) AudioNet may disclose the

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