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NETWORK CREDITS PROGRAM SERVICES AGREEMENT

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EXHIBIT 10.32


Note: Portions of this exhibit indicated by "[*]" are subject to a confidential
treatment request, and have been omitted from this exhibit. Complete,
unredacted copies of this exhibit have been filed with the Securities and
Exchange Commission as part of the Company's confidential treatment
request.


NETWORK CREDITS PROGRAM SERVICES AGREEMENT


This Network Credits Program Services Agreement (the "Agreement") is entered into and effective as of June 22, 1998 (the "Effective Date") by and between Microsoft Corporation, a Washington corporation located at One Microsoft Way, Redmond, WA 98052 ("Microsoft") and ISP, as described immediately below: ------------------------------------------------------------------------
ISP Name & Address: Encoding.com, Inc.
1725 Westlake Ave. N.
Suite 102
Seattle, WA 98109 ------------------------------------------------------------------------
Attention: Contact/Title: Martin Tobias
Phone: (206) 285-7205
Fax: (206) 285-1128
Email: martin@encoding.com


------------------------------------------------------------------------
State of Incorp.: Delaware ------------------------------------------------------------------------
ISP Services Credit $250,000 ------------------------------------------------------------------------


Recitals


ISP is an Internet service provider capable of delivering Internet infrastructure services for Internet Content Providers and corporate customers, including the encoding, production, hosting and serving of live or on-demand ICP content.


Microsoft is a developer of operating system technologies and tools for the development and serving of high-performance, high-fidelity web and intranet content, including interactive media content.


Microsoft is establishing a "Network Credits Program" whereby ICP's may utilize Microsoft operating system technologies and ISP services to deliver ICP Content to the ICP's users.


Microsoft wishes to engage ISP as, and ISP wishes to become, a supplier of services to the Network Credits Program.


Agreement 1. Definitions


1 "ASF" means the proposed industry standard format referred to as the
"Advanced Streaming Format," which as of the Effective Date is in
comment/revision processes within industry standards bodies, and also any
successors or replacements for such format that may be designated by such
industry standards bodies.


2 "Confidential Information" means: (i) any source code of software provided
by either party upon written request of the other party; (ii) any trade
secrets and/or other proprietary information not generally known relating
to either party's product plans, designs, costs, prices and names,
finances, marketing plans, business opportunities, personnel, research,
development, hardware configurations, customers or know-how; and (iii) the
terms and conditions of this Agreement. "Confidential Information" shall
not include information that: (i) is or becomes generally known or
available by


publication, commercial use or otherwise through no fault of the receiving
party; (ii) is known and has been reduced to tangible form by the receiving
party at the time of disclosure and is not subject to restriction; (iii) is
independently developed by the receiving party without any use of the
Confidential Information of the disclosing party; (iv) is lawfully obtained
from a third party that has the right to make such disclosure without
breach of this Agreement by the receiving party; or (v) is made generally
available by the disclosing party without restriction on disclosure.


3 "Content" means data, text, audio, video, graphics, photographs, artwork
and other technology and materials.


4 "ICP Content" means the Streaming Media Content ICP and Microsoft wish to
make available through the ISP Services.


5 "ICP Site" means the URL and/or intranet site from which ICP wishes to
redirect its users to take advantage of the ISP Services.


6 "ICP" means a Microsoft-designated Network Credits Program participant,
including Internet Content Providers and corporate/large entity customers
using intranets.


7 "ISP Site" means ISP's main website located at www.encoding.com.


8 "ISP Services Credit" means the amount set forth in the table on page 1 of
this Agreement.


9 "ISP Services Guidelines" means the guidelines and procedures by which ISP
will engage an ICP, deliver ISP Services to the ICP, and charge/bill the
ICP for services additional to the portion of the ISP Services Credit
assigned to the ICP by Microsoft, as more fully described in Exhibit B.


10 "ISP Services" means the provision of development, production, encoding,
hosting, serving and delivery of "live," "on-demand" and archived ICP
Content, as more fully described in Exhibit A.


11 "Microsoft Media Player" means the version released in June 1998 of the
upgrade to the Windows 95 and Windows 98 Microsoft Media Player client
technology, including all Updates thereof during the Term, that displays
ASF, other formats of Streaming Media, and other multimedia data-types.


12 "Microsoft Technologies" means NetShow and the Microsoft Media Player.


13 "NetShow" means Microsoft's Streaming Media server technology and services
for Microsoft Windows NT, including all Updates during the Term, regardless
of whether marketed by Microsoft under the name "NetShow."


14 "Streaming Media" means audio, video and other media Content that is
transmitted and played or displayed incrementally, or in semi-real time,
such that it can be heard, viewed or received by an end user without
substantial download delays.


15 "Term" means the period commencing on the Effective Date and ending on June
24, 1999; unless this Agreement is earlier terminated in accordance with
Section


16 "Updates" means all public releases of Microsoft Technologies during the
Term, including public maintenance releases, error corrections, upgrades,
enhancements, additions, improvements, extensions, modifications and
successor versions.


All other initially capitalized terms shall have the meanings assigned to them in this Agreement.


2. Microsoft Obligations.


2.1 Software.
--------


(a) Microsoft Technologies. Microsoft hereby grants to ISP a worldwide, non-
exclusive, non-transferable, royalty-free license for the Term, to
reproduce and use copies of Microsoft Technologies solely for purposes
of (i) providing the ISP Services and (ii) developing and supporting
Microsoft Technologies usage as part of ISP's business.


(b) Other Microsoft Software. Microsoft shall provide ISP with the Microsoft
software ("Microsoft Software") set forth in Exhibit C.


(c) EULA. Except and solely to the extent otherwise provided in this Section
2.1, all use of the Microsoft Technologies and Microsoft Software shall
be in accordance with the end user license agreement ("EULA")
accompanying such Microsoft Technologies.


(d) No Other Rights/Ownership. Except as expressly licensed in this Section
2.1, ISP shall have no other rights in the Microsoft Technologies and
Microsoft Software. Microsoft retains all right, title and interest in
and to the Microsoft Technologies and Microsoft Software. Nothing in
this Agreement shall be construed, by implication, estoppel or
otherwise, as granting ISP any rights to any Microsoft software,
technology or other intellectual property rights other than the express
rights granted hereunder with respect to the Microsoft Technologies and
Microsoft Software.


2.2 Early Releases. During the Term, Microsoft will provide to ISP, at no
--------------
charge, an object code copy of each successive commercial release (and, at
Microsoft's sole discretion, beta and pre-beta releases) of Microsoft
Technologies. Any pre-release Microsoft Technologies may only be used by
ISP in accordance with the license grant in Section 2.1. ISP understands
that pre-release software is not intended for commercial use.


2.3 Consideration. In consideration of ISP's obligations under this Agreement,
-------------
Microsoft will pay ISP (i) the ISP Services Credit upon execution of this
Agreement and (ii) the monetary consideration, including the ISP
Development/Infrastructure payment, specified in Exhibit C.


2.4 Promotional Efforts. Microsoft will use reasonable commercial efforts to
-------------------
promote ISP and the ISP Services to top ICPs and to the public at large as
detailed in Exhibit C, Section IV.


3. ISP Obligations


3.1 ISP Services.
------------


(a) Development/Infrastructure Build Out Work. ISP shall complete the
development and infrastructure build out work outlined in Exhibit A.


(b) Services. ISP shall provide the ISP Services to ICPs in accordance
with the ISP Services Guidelines and up to the ISP Services Credit.
ISP shall deliver a description of all available ISP Services,
including a schedule of fees for such services, so that Microsoft and
any ICP may track usage of the ISP Services Credit when using ISP
Services. Microsoft may reallocate the ISP Services Credit among ICPs
in Microsoft's sole discretion upon reasonable notice to ISP.
Microsoft may also use ISP Services for its own Streaming Media
Content.

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