Software Distribution And Licensing Agreement

SOFTWARE DISTRIBUTION AND LICENSING AGREEMENT


This agreement is made this 24th day of December 1996, by and between SOLID OAK SOFTWARE, INC. hereinafter referred to as Licensor, a California Corporation, and WEBSITE MANAGEMENT COMPANY, INC. d/b/a FLASHNET COMMUNICATIONS, hereinafter referred to as Licensee.


WITNESSETH


WHEREAS, Solid Oak Software desires to license certain software for distribution to Licensee, an independent contractor, and Licensee and Solid Oak Software are willing to enter into such an agreement, on the terms and conditions set forth below:


1. SERVICES


1.1. Solid Oak Software agrees to supply the product described in the item
Project Description attached hereto as Attachment A and by this reference
made a part hereof this agreement.


1.2. Licensor hereby grants to Licensee a non-exclusive license to distribute
the Software as part of the Licensee's client software pack.


1.3. Licensor hereby grants to licensee a non-exclusive license to duplicate
or sub-contract the duplication of the Software for distribution pursuant
to this agreement.


2. INDEPENDENT CONTRACTOR


2.1. The parties are independent contractors hereunder, and neither party
shall be liable for the debts, accounts, obligations or other liabilities
of the other party or its agents, employees or independent contractors,
including without limitation any costs for salaries, overhead,
transportation or communication.


3. PAYMENT


3.1. As full compensation for the distribution rights of the software
provided by the Licensor, Licensee will pay a fee of $1.00 (US) per
packaged copy distributed for the first 20,000 units $.75/unit for 20,001
to 100,000 units, $.50/unit for 101,000 to 250,000 units, and above
250,000 units the individual cost will be $.25(US). For purposes of this
agreement the term PACKAGED COPY shall mean any copy packaged with any
distribution materials or method such as a manual, installation disk or
CD. Licensee may freely distribute the Trial version of the software to
end-users in unlimited quantities, however, Licensee shall only be liable
for payment of the fee for those Full version units actually sold.


3.2. Licensee shall pay said fees on a quarterly basis. Payments shall be due
within 30 days of the close of each quarter.


3.3. All overdue amounts shall bear an interest at the rate of one percent
(1.5%) per month, until paid in full.


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3.4. An initial non-refundable payment shall be made for the first 3500
copies in the amount of $3500.00 (US) prior to shipping of the master
disk.


3.5 Licensee will be required to meet a minimum of 5000 units distributed or
make a minimum payment of $5000 per quarter for the first year. The
total sum of non-refundable payments in the first twelve months will be
no less than $20,000(twenty thousand).


4. OWNERSHIP OF SOFTWARE


4.1. For purposes of this agreement the term SOFTWARE shall be considered to
consist of the compiled or executable versions of any and all programs
developed as a result of this agreement, any and all data files necessary
for operation of the executable programs, and any and all documentation
generated as part of this agreement.


4.2. Copyright for all software, subsequent modified software, and related
support files shall remain with Licensor.


5. KNOW-HOW RETENTION.


5.1. Licensee expressly acknowledges and agrees that pursuant to Section 4
(Ownership of Software), it is not acquiring any and all rights to the
know-how with respect to how to perform the Services or develop the
Software.


6. CONFIDENTIALITY - NON-DISCLOSURE


6.1. Solid Oak Software acknowledges and agrees that it may have access to,
or become acquainted with CONFIDENTIAL INFORMATION of Licensee. As used
herein, the term CONFIDENTIAL INFORMATION shall mean (i) any and all
business information of or relating to Licensee that is not known to the
general public and (ii) confidential information disclosed to Licensee by
third parties. Solid Oak Software further acknowledges and agrees that
the Confidential Information constitutes valuable trade secrets of
Licensee.


6.2. Solid Oak Software shall keep all Confidential Information of Licensee
in confidence and shall not publish, disclose or otherwise make
available, directly or indirectly, without the prior written consent of
Licensee, any item of Confidential Information to anyone other than those
of Licensee's employees or contractors who need to know the same in the
performance of their duties for Licensor. Solid Oak Software shall only
use the Confidential Information in connection with the distribution and
support of the Software and for no other purposes.


6.3. Solid Oak Software's confidentiality obligations hereunder shall
continue for each item of Confidential Information until such time as
such item of Confidential Information (i) is or has become publicly
available other than as a result of any act of Solid Oak Software; (ii)
has legally and properly been received by Solid Oak Software by a third
party through no breach of any agreement with Licensor and without
obligation to keep it confidential; or (iii) has been independently
developed by Solid Oak Software. Solid Oak Software's confidentiality
obligations hereunder shall not apply to each item of Confidential
Information that was known by Solid Oak Software, without obligation to
keep it confidential, prior to the receipt of such item of Confidential
Information from Licensor.


6.4. Licensee acknowledges and agrees that it may have access to, or become
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