EXHIBIT 10.1

EXCITE AND BDE CONFIDENTIAL INFORMATION


            STRATEGIC ALLIANCE, MARKETING AND DISTRIBUTION AGREEMENT

         THIS  STRATEGIC  ALLIANCE,  MARKETING AND  DISTRIBUTION  AGREEMENT (the
"Agreement") is entered into as of April 14, 2003 (the "EFFECTIVE DATE"), by and
between Brilliant Digital Entertainment, Inc., a Delaware corporation, (together
with its Affiliates, "BDE") with its principal place of business at 6355 Topanga
Canyon  Boulevard,  Suite 120, Woodland Hills, CA 91367, and The Excite Network,
Inc., a Delaware  corporation with its principal place of business at One Bridge
Street,  Suite 42,  Irvington,  NY 10533 ("TEN").  BDE and TEN together shall be
individually  referred to herein as a "PARTY" or collectively referred to as the
"PARTIES."

         WHEREAS,  TEN owns and  distributes  a software  application  currently
entitled the "MY SEARCH  BAR," which  consists of an Internet  Explorer  browser
toolbar and related  software  enabling  users to access  content,  products and
services provided by TEN and TEN also owns, operates and distributes an internet
portal  currently  entitled  the "MY SEARCH  HUB" which is  accessible  from the
Toolbar, and

         WHEREAS,  TEN has developed,  manages and operates a proprietary system
which enables Internet users and others to participate in online sweepstakes and
loyalty programs; and

         WHEREAS,  BDE has developed,  manages and operates a proprietary system
which enables  licensed  content to be distributed  over  peer-to-peer  computer
networks  using  digital  rights  management  technologies  and,  in  connection
therewith,  has  developed an ancillary  system and software  application  which
enables end users of the Altnet Service to accumulate points as a form of reward
currency; and

         WHEREAS,  TEN and BDE desire to enter  into a  strategic  alliance  for
purposes of marketing a customized version of the My Search Bar and operating an
integrated  sweepstakes  and  loyalty  program  and to  share  in  the  revenues
generated from such a collaboration on the terms set forth in this Agreement.

         NOW THEREFORE,  in consideration of the covenants contained herein, and
for other good and valuable consideration,  the receipt and sufficiency of which
are hereby  acknowledged,  the Parties,  intending to be legally bound, agree as
follows:

         1.       DEFINITIONS.  For purposes of this Agreement,  the capitalized
tee shall have the  meanings  ascribed to them in the  Agreement or as set forth
below:

                  1.1      "ACTIVATED INSTALLATION," with respect to any Toolbar
download,  means the  installation  of a Toolbar on an English  Speaking  User's
computer as confirmed by  successful  contact with TEN's  servers,  but excludes
Re-Activated Installations.

                  1.2      "ACTIVATED  INSTALLATION  TOOLBAR"  means any Toolbar
the download of which constitutes an Activated Installation.

                  1.3      "AFFILIATE"   of  a  Party  means  any   corporation,
partnership  or other entity that,  directly or indirectly,  controls,  is under
common  control  with,  or is  controlled  by, such  Party,  for so long as such
control exists.

                  1.4      "ALPM"  means  BDE's  "points"   management  software
program, which is anticipated to be distributed in connection with the launch of
KMD version 2.5 under the name "Altnet Loyalty Points Manager".

                  1.5      "ALTNET  CONTENT FILES" means those licensed  content
files,  including without  limitation music,  games,  video,  film, and software
files,  distributed,  through the Altnet Service with the express  permission of
the  owners  of such  content  (or such  other  entities  lawfully  entitled  to
authorize the distribution of such content).

                  1.6      "ALTNET  MARKS" means any  trademarks  and tradenames
owned or  controlled  by Altnet,  including,  but not limited to,  "Altnet," and
"Topsearch" and any logos and artwork associated therewith.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                  1.7      "ALTNET  SERVICE"  means  that  certain   proprietary
application and method of file distribution  operated by BDE which,  among other
things,  enables (i) the  distribution of licensed  content to, and/or among the
users of,  peer-to-peer  computer  applications  using digital rights management
technologies,  and (ii) the  marketing,  lease,  and/or sale of  distributed  or
"grid" computing and/or storage solutions.

                  1.8      "ALTNET USER" means an end user who has installed the
Toolbar  after  downloading  the  Toolbar  through  installation  the KMD or any
application that may be distributed by BDE.

                  1.9      "APPLICATION" means TEN's proprietary "My Search Bar"
Browser toolbar  software  program,  Browser  Toolbar  successors  thereto,  and
related installation, programs in object code form.

                  1.10     "BROWSER" means the Internet Explorer,  the Macintosh
and Netscape  graphical  interfaces to hypertext  information  on the World Wide
Web.

                  1.11     "BROWSER  TOOLBAR" means a Browser  toolbar or system
tray program  interface to hypertext  information  primarily  enabling  users to
initiate  searches  for content on the World Wide Web that is  installed  in the
Browser  window or system tray  enabling  users to search for Internet  content;
provided however,  that applications  primarily  providing "Other Functions" (as
defined in Section 2.1(b)) shall not be considered to be Browser Toolbars.

                  1.12     "COHORT"  means,  with respect to any period of days,
the  discrete  group of  Activated  Installations  occurring  during  the period
commencing  as of 12:00:00  a.m. ET on the first day of the period and ending at
11:59:59 p.m. ET on the last day of the period.

                  1.13     "DATABASE"   means  the   compilation  of  electronic
information  or data  created  or  otherwise  produced  by TEN in the  course of
delivering the Points Program Services.

                  1.14     "DOWNSTREAM  USERS" means any user who has  installed
the Toolbar  after  receiving  such Toolbar or an offer to download such Toolbar
from an Altnet User through e-mail, solicitation,  e-mail advertisement,  pop-up
advertisement  or any other  means now known or  hereafter  devised  by which an
Altnet User may deliver or offer to deliver the Toolbar,  or any subsequent user
who installs the Toolbar after receiving the Toolbar or an offer to download the
Toolbar  through such methods from any other user,  provided that the Toolbar or
offer to download the Toolbar  originated  from an Altnet User.  Notwithstanding
any of the foregoing,  a Downstream User shall specifically exclude any end user
who has installed the Toolbar in connection with any offer or  solicitation  not
authorized  or  conducted  by TEN  pursuant to which an incentive of any kind is
offered or given in return for such installation.

                  1.15     "ELIGIBLE  DOWNLOAD"  means ***.

                  1.16     "ENGLISH  SPEAKING  USER"  means  an end  user  whose
personal  computer  settings indicate that she or he speaks the English language
and who has elected to download the English version of KMD.

                  1.17     "ENGLISH SPEAKING DOWNSTREAM USER" means a Downstream
User whose personal computer settings indicate that she or he speaks the English
language and, if applicable,  who has elected to download the English version of
KMD.

                  1.18     "GROSS  PROFITS"  means the total  amount of  revenue
received by TEN on account of Paid Click Revenue less only (i) ***.

                  1.19     "INTELLECTUAL PROPERTY RIGHTS" means, with respect to
any item, any and all now known or hereafter known tangible and,  intangible (a)
rights  associated with works of authorship  throughout the universe,  including
but not limited to  copyrights  and moral  rights,  (b) trademark and trade name
rights and similar  rights,  (c) trade  secret  rights,  (d)  patents,  designs,
algorithms and other  industrial  property  rights,  (e) all other  intellectual
property and industrial  property  rights,  and (f) all  registrations,  initial
applications, renewals, extensions, continuations,  divisions or reissues hereof
now or hereafter in force (including any rights in any of the foregoing).


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                  1.20     "KMD" means the  peer-to-peer  file sharing  software
program  currently  distributed  by Sharman under the name "Kazaa Media Desktop"
and all  versions,  updates,  patches,  ements  of any kind  thereto,  including
without  limitation,  the next succeeding version which is referred to herein as
KMD version 2.5.

                  1.21     "KMD  RELEASE  DATE"  means  the  date  of the  first
Eligible  Download for KMD version 2.5 or any  successor or  replacement  of any
kind thereto.

                  1.22     "LAUNCH  DATE" means the date on which the Toolbar is
first  bundled as a mandatory  application  in connection  with  downloads of an
Eligible Download.

                  1.23     "OUTSIDE TOOLBAR" means the customized version of the
Application  to be  distributed  directly  by TEN other than to Altnet  Users or
supplied  by TEN and  distributed  by  parties  other than BDE,  Sharman,  their
Affiliates, Altnet Users or Downstream Users.

                  1.24     "PAID CLICK  REVENUE"  with respect to any Toolbar or
group of Toolbars means all revenue received ***.

                  1.25     "PAID SEARCH  RESULT" means any search result listing
appearing ***.

                  1.26     "POINTS  PROGRAM" shall have the meaning set forth in
Section 3.1.

                  1.27     "POINTS PROGRAM  SERVICES" shall have the meaning set
forth in Section 3.3.

                  1.28     "QUERY"  means a search query  entered on the Toolbar
or via the Toolbar Website.

                  1.29     "RE-ACTIVATED   INSTALLATIONS"   means  any  and  all
installations  of a Toolbar on the computer of an end user for which the records
of  TEN  confirm  another  Toolbar  was  previously  downloaded  and  previously
de-installed.

                  1.30     "RE-ACTIVATED  INSTALLATION  TOOLBARS"  means any and
all Toolbars  installed  on the  computers of end users for which the records of
TEN confirm another Toolbar was previously downloaded and de-installed.

                  1.31     "REWARDS SYSTEM" means TEN's  proprietary  system, as
hereafter improved,  enabling Internet users and others to participate in online
sweepstakes and loyalty programs.

                  1.32     "SEARCH  RESULTS" means the web page displayed by TEN
in response to a Query which  contains the data set provided by TEN,  including,
without  limitation,  web search results and, as applicable,  any Altnet Content
Files.

                  1.33     "SHARMAN"  means  Sharman  Networks,   Ltd.  and  its
Affiliates.

                  1.34     "TEN DOCUMENTS" means all end user license agreements
and/or  privacy  policies  intended  for end users of the  Toolbar  and  Toolbar
Website  which  describe the terms and  conditions  of use of such  products and
services.

                  1.35     "TOOLBAR"   means  the  customized   version  of  the
Application to be supplied by TEN specifically for distribution by BDE under the
terms and conditions set forth in this Agreement including any updates delivered
in accordance with Section 2.5 of this Agreement.

                  1.36     "TERM" has the meaning set forth in Section 11.1.

                  1.37     "TOOLBAR  USER"  means  any end  user  who has (i) an
Activated  Installation,  (ii) any other installation of the Toolbar through KMD
downloads,  (iii) any  installation of the Toolbar by a Downstream User, or (iv)
any installation of the Toolbar distributed by BDE or its Affiliates through the
Altnet Service.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                  1.38     "TOOLBAR WEBSITE" means the version of the "My Search
Hub" website  operated by TEN which shall be  accessible by means of the Toolbar
and which shall  enable users  access to Internet  search and other  content and
services.

         2.       TOOLBAR DEVELOPMENT, MARKETING AND DISTRIBUTION.

                  2.1      GENERAL.   TEN  shall  be  solely   and   exclusively
responsible  for the  design,  development,  operation  and  maintenance  of the
Toolbar and the Toolbar  Website.  Subject to BDE's rights under  Section 2.2 of
this  Agreement  and  clauses (a) through  (h) of this  Section  2.1,  TEN shall
determine the features and Browser search bar  functionality  of the Toolbar and
Toolbar  Website  in  its  sole  discretion,   including   without   limitation,
determining which search providers or technologies shall be made available by or
though the Toolbar and Toolbar  Website and which Paid Search  Results  shall be
made available through the Toolbar or Toolbar Website;  provided,  however, that
notwithstanding the foregoing,

                           (a)      BDE shall have the option to require  TEN to
enable  access  from the  Toolbar to the Altnet  Service  and Points  Program as
provided under Section 2.2 of this Agreement (the "ALTNET TOOLBAR FEATURES");

                           (b)      without  the consent of BDE,  which  consent
may be withheld in BDE's sole  discretion,  TEN shall not include in the Toolbar
any  functionality  not customarily  provided in Browser search toolbars ("OTHER
FUNCTIONS") including without limitation,  displaying offers, links or websites,
or advertisements  contextually  targeted to users' browsing activity,  or other
functionality directly competitive with other applications currently distributed
by Altnet or Sharman;

                           (c)      With the  exception  of the  Altnet  Toolbar
Features and Other Functions, TEN shall have the right to modify the Toolbar and
Toolbar Website, at its discretion,  including without  limitation,  in order to
comply with applicable law and third party licenses; provided, however, that TEN
shall maintain "My Search" branding to the exclusion of any alternative branding
(other than as set forth in Section 2.2 below) for the Toolbar;

                           (d)      TEN shall use its best efforts to adhere and
conform to the then currently generally  applicable Sharman policies relating to
de-installation  of bundled  applications;  provided that (i) such policies have
been communicated to TEN in writing in advance,  and (ii) BDE shall not prohibit
TEN from presenting  reasonable  rebuttal language (i.e., a message such as "Are
you sure you want to delete My Search Bar?") in connection  with any  de-install
process;  and (iii) BDE will,  subject to Sharman's  restrictions,  work in good
faith with TEN to encourage users to retain the Toolbar upon  de-installation of
the KMD;

                           (e)      TEN shall always provide an end user license
agreement ("EULA") the current version of which is attached as Exhibit F hereto,
for  integration  into the ALPM EULA  that  complies  with  United  States  best
practices,  is written in plain English, and clearly discloses all functionality
that may diminish user privacy;

                           (f)      TEN shall not  include  in the  Toolbar  any
technology  that  gathers or  reports  to any person  other than the user of the
Toolbar any information about a such user without their prior acknowledgement or
in conflict with the published  standards of the TRUSTe Privacy Seal Program and
TEN agrees that in the event third party websites  publish  information  stating
that the Toolbar includes "spyware" TEN will use their  commercially  reasonable
efforts to resolve or adequately refute such allegations;

                           (g)      TEN  shall  not  cause  the  Toolbar  to  be
Installed in the system tray;

                           (h)      TEN shall  ensure on a regular  daily  basis
that each Toolbar installed and operational on each User's computer is contacted
by, confirmed by and recorded by TEN's servers immediately following download;


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                           (i)      TEN  shall  use its best  efforts  to ensure
that  reproducible bugs or errors in he functioning of the Toolbar are corrected
wit  reasonable  promptness  and, to the extent such fixes  require  upgrades to
Toolbars,  provide to BDE updated Toolbar  applications  implementing bug fixes;
and

                           (j)      Any   modification  of  the  Altnet  Toolbar
Features (other than modifications  initiated or controlled at the discretion of
the Toolbar  User) or any  rebranding  of the  Toolbar by TEN shall  require the
prior  written  consent of BDE,  which  consent  may be  withheld  in BDE's sole
discretion.

                  2.2      BDE BRANDING AND  INTEGRATION.  TEN hereby  agrees to
provide BDE with integration and branding for the ALPM and Points Program on the
Toolbar (and, with respect to the Button only, the Outside Toolbar) as follows:

                           (a)      Within 30 days of BDE's written request, TEN
shall  integrate and  thereafter  at all times  maintain a "Search for files" or
"Files"  button on the Toolbar and the Outside  Toolbar  which shall  access and
search the Altnet  Service for Altnet  Content Files (the  "BUTTON").  The size,
placement,  text and  appearance of the Button shall be  determined  upon mutual
agreement of the Parties but the Button shall have  features no less  functional
or less  attractive to users than the features of other  buttons  offered on the
Toolbar at the time BDE  implements the Button.  Notwithstanding  the foregoing,
should the Altnet Marks appear in the Button,  TEN shall not modify or alter the
Altnet Marks in any manner without Altnet's prior written consent,  which may be
withheld at  Altnet's  sole  discretion,  except for  adjusting  the size of the
Altnet Marks to fit in the Button  (provided that under no  circumstances  shall
the Altnet  Marks,  be smaller than 48 pixels by 14 pixels as they appear on the
Button).  TEN hereby  agrees that the Button  shall be  installed on 100% of all
downloads of the Outside Toolbar, subject to the following limitations:

                                    (i)      ***.

                                    (ii)     The Button need not be incorporated
on the Outside Toolbar specifically designed for and distributed ***.

                                    (iii)    TEN  shall  have the right to cease
integrating  and  displaying  the Button in the event that the  testing  process
described below results in a "FAILURE", as follows:

                                             (1)      TEN and BDE shall  conduct
a test (the "TEST") for the purpose of measuring the  performance of the Outside
Toolbars during the period  commencing as of the Launch Date and ending 180 days
from the Launch, Date (the "TEST PERIOD"). ***. In the event that BDE reasonably
objects to the analysis set forth in the Test Report,  the parties  shall submit
the Test Report to arbitration  (the  "ARBITRATION")  in front of an independent
third party mutually agreed upon by the parties or, if the parties are unable to
agree, as independently  appointed by the American Arbitration  Association (the
"ARBITRATOR")  to  determine  whether  or  not  the  Test  Report  is  fair  and
reasonable.  The Arbitrator  shall be entitled to render  judgment that the Test
Report  is fair and  reasonable  under the  circumstance  or to  recommend  such
modifications  as the  Arbitrator  deems  necessary  to  result  in a  fair  and
reasonable  test based upon  available  data,  in which case TEN shall rerun the
test against available data in accordance with any  recommendations  made by the
Arbitrator. The parties shall bear their own costs in any Arbitration,  provided
that if the  Arbitrator  finds  that the Test was not fair and  reasonable,  TEN
shall bear the cost of rerunning any new results. TEN shall be entitled to cease
integration  of the  Button and to offer it only as a  customization  during any
Arbitration period.

                                    (iv)     At any time during or following the
Test Period, TEN may remove the Button from an Outside Toolbar  distributed by a
third party ("REFUSING PARTY") ***.

                           (b)      Commencing  with  the  first  Toolbar  to be
distributed  on the Launch Date,  TEN shall  integrate the ALPM with the Toolbar
such  that  the  ALPM  program  interface  and  additional   functionality  will
thereafter at all times be accessible  through a drop-down menu embedded  within
the Toolbar (the "DROP DOWN Menu"),  provided that the initial integration shall
be as set forth in  Exhibit B hereto and shall  thereafter  be  determined  upon
mutual  agreement  of the  Parties.  Notwithstanding  the  foregoing,  with  the
exception of adjusting the size of the Altnet Marks to fit in the Drop Down Menu
(provided that under no circumstances


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


shall the Altnet  Marks be smaller than 48 pixels by 14 pixels as they appear on
the Drop  Down  Menu),  TEN shall not  modify or alter the  Altnet  Marks in any
manner without Altnet's prior written consent, which may be withheld at Altnet's
sole discretion.

                           (c)      Provided BDE requests TEN to incorporate the
Altnet Marks into the Altnet  Toolbar  Features,  BDE grants to TEN the limited,
royalty-free, nonexclusive license to use, display, and modify (for the purposes
of adjusting  the size of the Altnet  Marks only,  as  contemplated  herein) the
Altnet Marks for such incorporation.

                           (d)      Within 30 days of Top Search  Acceptance (as
set forth in Section  2.2(d)(i)  below),  TEN shall  augment the Search  Results
Pages displayed to end users of the Toolbar and Toolbar  Website,  to thereafter
include at all times, listings of matching Altnet Content Files which are deemed
relevant for placement on such pages as determined based upon BDE's "Top Search"
search technology.  TEN's obligation to augment such results shall be contingent
upon, BDE providing TEN with an application  programming  interface and XML feed
which shall enable TEN to retrieve relevant listing and link information for the
applicable  Altnet Content Files in a manner and speed  consistent  with that of
major  Internet  search  service  providers so as not to cause any  commercially
significant degradation in, the speed with which Search Results Pages are served
in response to Queries and Top Search  Acceptance.  TEN shall be responsible for
determining how to integrate such matching Altnet Content File results on Search
Results Pages,  provided that in no event shall TEN display more than 3 listings
for Altnet  Content  Files on the  initial  Search  Results  Page  displayed  in
response  to a Query.  BDE  agrees to share any and all  revenue  generated,  on
purchases of Altnet  Content  Files as set forth in Exhibit C. TEN and BDE agree
that the integration of Altnet Content Files shall be subject to the testing and
acceptance of the Top Search Technology ("TOP SEARCH ACCEPTANCE") as follows:

                                    (i)      BDE may at any  time,  provide  TEN
with written notice of its intent to integrate  Altnet Content Files into Search
Results  Pages (the  "SEARCH  INTEGRATION  NOTICE") at any time during the Term.
Immediately  upon receipt of the Search  Integration  Notice,  TEN shall conduct
acceptance testing of the Top Search Technology and Altnet Content File database
in order to ensure that the Altnet  Content  which are  retrieved for display in
response to Queries entered by Toolbar Users (i) are reasonably  relevant to the
Queries  for which  they are  returned,  (ii) do not  contain  content  which is
pornographic,  vulgar,  obscene or inappropriate for persons under the age of 21
(unless the Toolbar User has made an affirmative and express  decision to enable
the Toolbar to provide such  content by selecting an "adult" or "disable  family
filter" or similar  content  option which shall be made  available by means of a
Drop-Down Menu or upon initial  installation (iii) meet the service requirements
as set forth in Section 2.2(d)). Notwithstanding the foregoing, BDE acknowledges
and agrees that the initial  default  setting for purposes of integration of the
Altnet Files shall be to exclude pornographic content, provided that users shall
be offered the option to change such default. TEN shall provide BDE with written
notice  within 15  business  days of receipt of the  Search  Integration  Notice
stating  whether  the Top Search  Technology  is accepted  or  rejected.  If TEN
accepts  the Top  Search  Technology,  it shall  implement  such  technology  in
accordance  with this Section 2.2(d) within 15 business days of  acceptance.  If
TEN rejects the Top Search  Technology  is shall  provide a reasonably  detailed
description  of the basis for such rejection and use its good faith best efforts
to resolve any issues.

                           (e)      BDE shall  provide TEN with the Altnet Marks
(if BDE requires their use), an application  programming  interface and XML feed
required to implement the functionality and appearance of the Drop Down Menu and
the Button.

                           (f)      TEN shall provide BDE at no cost to BDE with
advertising with a value of *** based on *** and TEN shall develop website-based
advertisements  on behalf of BDE and subject to BDE's  approval,  which approval
may be solely  withheld  by BDE,  for  release  *** prior to the Launch Date and
continuing  for  *** on the  ***  sites,  as  selected  by  BDE  at  BDE's  sole
discretion;  provided that TEN shall not be required to run  advertising for BDE
with a value of more than ***.

                  2.3      PRODUCT DISTRIBUTION.

                           (a)      BDE hereby  represents  and warrants that it
has obtained  from Sharman and subject to Section 5,1 of this  Agreement,  shall
maintain  continuously  throughout  the Term  (including for the duration of any
renewals


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


or  extensions  thereof)  all  rights,  licenses  and  authority  necessary  and
sufficient to have the Toolbar included as a Mandatory  Application with any and
all  Eligible  Downloads  of  versions  of KMD  commencing  with KMD version 2.5
(including all new installations, version releases and upgrades thereof, subject
to Section 2.5 below).

                           (b)      BDE shall,  continuously throughout the Term
(including for the duration of any renewals or extensions  thereof)  exercise of
all rights,  licenses and authority such that a discrete executable program file
containing the software Toolbar is installed as a Mandatory Application (subject
to Section 5.l of this  Agreement)  with any and all Eligible  Downloads of KMD,
including  without  limitation  all new  non-user  paid  installations,  version
releases and  upgrades to KMD  commencing  as of the initial  release of the KMD
version 2.5. For purposes of this  Agreement,  installation  of the Toolbar as a
"Mandatory  Application"  shall  mean  that end  users of KMD must  install  the
Toolbar  simultaneously  with the ALPM with which the Toolbar is distributed and
that the Toolbar may be  de-installed  in  accordance  with the  de-installation
policies of Sharman in effect at the time the Toolbar  version is  delivered  to
Sharman.

                           (c)      The Parties  agree that the Toolbar shall be
downloaded  together  with the ALPM in all Eligible  Downloads  (except that BDE
will not be required  to download  the  Toolbar  ***);  provided  that BDE shall
provide TEN with a written explanation as to why the ALPM is not permitted to be
downloaded and shall use its commercially  reasonable efforts to (i) satisfy any
condition  or cure any breach which would permit the ALPM to be included as soon
as  reasonably  practical,  and  (ii)  have the  Toolbar  included  in  Eligible
Downloads without the ALPM;

                           (d)      A test  build will be  submitted  to TEN for
approval  prior to  distributing  the  Toolbar  with KMD and the ALPM.  Once TEN
approves the test build,  future  distribution based on the script  installation
instructions will not require  approval.  BDE shall display the Documentation in
connection  with all  downloads  of the  Toolbar in a manner  approved by TEN in
writing in advance and mutually agreed to by the Parties.

                           (e)      TEN  hereby  acknowledges  and  agrees  that
notwithstanding  Sections  2.2(a)  and  2.2(b)  or any other  provision  of this
Agreement to the contrary, this Agreement may be terminated by BDE whereupon BDE
shall be  discharged  of any  obligation  to  distribute  the  Toolbar  upon the
happening of any of the following:  ***.

                           (f)      Notwithstanding   the   provisions  of  this
Agreement  to  the  contrary,   TEN  may  elect  to  implement  a  technological
restriction  limited to preventing  the  activation  or  downloaded  Toolbars by
computers  on which an  Application  is  present  at the time of the  applicable
download.

                  2.4      COMMENCEMENT OF  DISTRIBUTION.  BDE shall ensure that
the Launch Date  commences on the KMD Release Date  provided that the Toolbar is
ready for  inclusion,  with KMD  and  submitted to BDE at least 7 business  days
prior to the KMD Release Date pursuant to Sections 3.3(h) and 3.3(i) below.  The
Parties  shall use  commercially  reasonable  efforts to work with each other to
take such steps, including product review, integration planning and testing, and
beta  version  releases of the KMD, to ensure that the Launch Date occurs on the
KMD Release Date.

                  2.5      UPDATES.  From  time  to time  during  the Term,  BDE
shall notify TEN of release dates for KMD updates.  Upon receipt of such notice,
TEN shall submit to BDE an update to the Toolbar for delivery trough KMD subject
to the terms of Sections 3.3(h) and 3.3(i) below.

                  2.6      ALTERATIONS.  BDE  covenants  and agrees on behalf of
itself  and its  Affiliates  not to,  and  shall  ensure  that  Sharman  and its
Affiliates shall not, directly or indirectly:

                           (a)      modify or  interfere  with the  operation of
the Toolbar or Toolbar Website;

                           (b)      remove,  uninstall,  or disable  the Toolbar
once such Toolbar has been installed by an end user;


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                           (c)      replace  any  existing  installation  of the
Toolbar  (or  otherwise  knowingly  engage in any  action  that  would create an
additional  installation of the Toolbar on a computer where one already exists),
in connection with any installations,  updates, patches, modifications,  version
releases or other actions which modify or replace an existing  version of KMD or
the ALPM on an end user's computer;  provided, however, that BDE shall not be in
violation of this  provision if TEN has not included in its  technology  that is
made  available to BDE a commercially  reasonable  method for complying with the
restriction set forth in this clause 2.6(c);

                           (d)      embed any type of disabling  or  controlling
device in connection with the Toolbar;

                           (e)      communicate with any end user in  any manner
intended to encourage the removal or disabling of the Toolbar (provided that the
functionality of the Toolbar and the de-install  process is clearly described in
the EULA); or

                           (f)      encourage  any other entity to do any of the
foregoing.

                  2.7      CREDITS.  BDE shall  include all  credits,  copyright
notices, trademarks, service marks, trade names and logos which are contained in
the materials provided to BDE by TEN.

                  2.8      CUSTOMER  SUPPORT.  TEN will provide email support to
customers who have requested  support from BDE solely in relation to the Toolbar
and Toolbar  Website.  In addition,  when requested,  TEN will provide end users
with complete and simple instructions explaining how to uninstall the Toolbar.

         3.       POINTS PROGRAM SERVICES AND MANAGEMENT.

                  3.1      GENERAL.  During the Term, BDE will, at its election,
operate a promotional program (the "POINTS PROGRAM") for end users of the Altnet
Service, which shall enable such end users to earn "points" for engaging in such
lawful  activities as BDE, may  determine,  including  without  limitation,  for
downloading, uploading and sharing Altnet Content Files.

                  3.2      BDE RESPONSIBILITIES.

                           (a)      BDE   shall   have   sole   and    exclusive
responsibility  for the design,  development  and  maintenance  of the ALPM, the
Altnet Service and the Points  Program  (including  the  Promotional  Programs),
including without limitation:

                                    (i)      setting  the  parameters  and rules
for issuance of points under the Points Program;

                                    (ii)     setting  the  parameters  and rules
for any sweepstakes,  games of chance,  contest or other promotional programs to
be offered in conjunction with the Points Program;

                                    (iii)    managing the issuance,  storage and
delivery  of points to end users of the Altnet  Service  pursuant  to the Points
Program;

                                    (iv)     creating   and    distributing    a
graphical user interface (the "POINTS PROGRAM  INTERFACE" or "PPI") to end users
worldwide and managing and maintaining the PPI on end user's  computers by means
of the ALPM; and

                                    (v)      determining  any and  all  specific
sweepstakes and reward offerings,  including without limitation the exact nature
and  number of all sweepstakes prizes, merchandise,  premiums or other goods and
services  of any kind to be offered  for sale or  redemption  through the Points
Program.

                           (b)      BDE  shall be the  official  sponsor  of the
Points Program,  including any and all sweepstakes,  games of chance,  contests,
skill games,  reward programs or other  promotions of any kind run in


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


connection with the Points Program ("PROMOTIONAL PROGRAMS").  Prior to launching
any Promotional  Program, BDE shall submit a proposal of the Promotional Program
to TEN for review and comment  ("FEEDBACK")  to ensure the  Promotional  Program
will comply with applicable law and Internet best practices ("COMPLIANCE"). TEN,
with  reasonable  promptness  following  BDE's  submission of any such proposal,
shall provide Feedback to BDE,  including,  but not limited to, (i) whether such
Promotional Program is in Compliance, or (ii) if such Promotional Program is not
in Compliance, the changes required for Compliance.

                           (c)      BDE shall be  responsible  for and shall pay
directly third party  vendors or to TEN,  in advance,  the actual  out-of-pocket
costs of all sweepstakes (including, without limitation, the cost of all prizes,
bonds,  filing fees and  administrative  or regulatory  costs  directly  related
thereto and authorized by BDE prior to  commencement of the sweepstakes or other
program to which the cost relates,  but  excluding  TEN's  expenses  incurred in
providing the Points Program Services),  premiums,  merchandise,  or other goods
and  services  of any kind which may be offered  in  connection  with the Points
Program  and all  delivery  costs,  taxes,  or other  fees and  charges  related
thereto.

                  3.3      TEN RESPONSIBILITIES.

                           (a)      TEN shall develop and provide BDE at no cost
to BDE, a  peer-to-peer  based  sweepstakes  management  solution  (the  "POINTS
PROGRAM SERVICES") in accordance with the terms and conditions set forth in this
Section  3.3.  The Points  Program  Services  shall be provided by TEN from such
servers  and  systems  and  using  such  software  as TEN may  designate  in its
discretion.

                           (b) With the  input  and  approval  of BDE,  TEN will
design, produce, host, and maintain content consisting of a set of web pages and
a  Database  that  will be  accessed  as  components  of the PPI,  including  by
providing  any  necessary  and  suitable  hardware  and any other  equipment  or
facilities necessary to fulfill such requirements; and

                           (c)      TEN shall do the  following in the course of
providing the Points Program Services;

                                    (i)      provide the systems  administration
and support  services as  necessary  to maintain  the web pages,  including  the
performance  of regular  backup of the web pages and the data collected from the
web pages and the Database;

                                    (ii)     use commercially reasonable efforts
to provide adequate security for the web pages and Database,  including, but not
limited to the prevention of attacks by hackers,  robots, worms, viruses and any
other security threats to the web pages and Database;

                                    (iii)    provide  the  physical  space   and
environment (including, without limitation,  electrical,  ventilation, moisture,
temperature,  cleanliness,  etc.) that will enable the web pages and Database to
function efficiently;

                                    (iv)     enable   BDE   to   access   online
performance  reports in regard to use of the web pages and Database by end users
of the Altnet  Service in a form and format and frequency to be mutually  agreed
upon by the Parties;

                                    (v)      provide  sufficient  communications
bandwidth to enable  proper  access to the web pages and  Database  under normal
conditions  and ensure  efficient  access to the web pages and  Database  at all
times and without  abnormal  communication  delays,  including during peak usage
periods;

                                    (vi)     monitor the web pages and  Database
to  ensure  that  such  are  being  used for  lawful  purposes  consistent  with
generally-recognized  Internet business practices and any parameters established
by BDE in connection with the Points Program;


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    (vii)    maintain  an  interface  with BDE's
systems  and  databases  for the  purpose  of  verifying,  debiting,  crediting,
canceling and  otherwise  treating  points in accordance  with any protocols and
rules as may reasonably be established by BDE relating to such functions;

                                    (viii)   provide   assistance   to   BDE  in
contracting  with  participating  vendors to  procure  rewards  merchandise  and
services;

                                    (ix)     provide  reasonable  assistance  to
BDE in connection with the  administration  of sweepstakes  programs,  including
conducting random drawing to select winners,  file on BDE's behalf any necessary
bonds,  certificates,  winners  lists,  or  applications  as may be  required in
connection with properly  registering such programs,  and manage any alternative
means of entry into such programs as may be required  under  applicable  law and
mutually agreed to by TEN;

                                    (x)      provide  Feedback  pursuant  to BDE
pursuant to Section 3.2(b) above;

                                    (xi)     provide    BDE    access    on    a
most-favored-nations  basis to TEN games,  sweepstakes  and other  services (and
permit BDE to offer BDE or Altnet branded versions thereof),  either through the
Rewards System or other TEN platforms or formats;

                                    (xii)    handle the delivery of merchandise,
managing the receipt of funds from users for purchased merchandise and remitting
such payments to applicable vendors;

                                    (xiii)   ensure  that  all  Points   Program
Services  provided  by TEN and the Toolbar  comply  with any and all  applicable
laws, regulation and Internet best practices; and

                                    (xiv)    with  reasonable  promptness and in
any event within ninety (90) days from the Effective Date,  employ an adequately
qualified  employee  approved by BDE (which  approval shall not be  unreasonably
withheld) for the Term,  the Renewal Term,  if any, and the Rollover  Terms,  if
any,  with  expertise in online  marketing  and Internet  technological  issues,
including,  but not limited to the  implementation  of online  sweepstakes,  who
shall be solely dedicated to the  implementation,  management and supervision of
the Points  Program and TEN's  responsibilities  under this Section 3.3 ("POINTS
PROGRAM  MANAGER").  TEN hereby  agrees to implement a bonus  compensation  plan
comprising  a  significant  element  of the total  compensation  for the  Points
Program  Manager  providing  for  bonuses  based  solely upon the success of the
Points Program, the PPI and the Points Program Services.

                           (d)      TEN will  assume  all costs  for the  Points
Program  Services  provided above  (including  sweepstakes  management) with the
exception of all costs  related to the purchase and delivery of any  sweepstakes
premiums or prizes or any other good or services  distributed to participants in
the Points Program.

                           (e)      Notwithstanding the foregoing, TEN shall not
be required  to provide  the Points  Program  Services  in  connection  with any
sweepstakes or other promotional program which TEN reasonably believes is likely
to result in a violation of any  applicable  law, rule or regulation and in such
case, TEN will  notify  BDE of the  reasons TEN  believes  such  sweepstakes  or
promotional  program is likely to result in a violation of any  applicable  law,
rule or regulation.

                           (f)      Notwithstanding  anything  to  the  contrary
contained  in this  Agreement  or the course of dealings  between  the  Parties,
including  without  limitation  any  Feedback  from TEN, TEN shall be solely and
exclusively  responsible  for ensuring that any  Promotional  Programs which are
provided and  controlled by TEN  comply with  applicable  law and  Internet best
practices.

                           (g)      Notwithstanding  anything  to  the  contrary
contained herein, TEN and BDE acknowledge  that the provisions of this Agreement
regarding  Downstream  Users are solely intended to address  compensation to BDE
for  installations  of the Toolbar by such  Downstream  Users as a result of end
users' independent  decisions to share the Toolbar with others and do not create
any  obligation  on TEN to  engage  in or  develop  any  specific  marketing  or
promotional  efforts.  TEN  shall  have  sole  and  exclusive  control,  at  its
discretion, over all


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


marketing  and  promotion  of the  Toolbar to  Downstream  Users,  TEN shall use
commercially  reasonable efforts to identify and monitor Activated Installations
by Downstream Users, and to the extent commercially  feasible,  TEN shall track,
record and provide BDE with reporting on the  distribution,  and installation of
the  Toolbar  by  such  Downstream  Users,  including  the  number  of  Toolbars
distributed  by  any  such  email  solicitation,  email  advertisement,   pop-up
advertisement  or any other means now known or hereafter  devised  through which
TEN may  directly  promote  the Toolbar to  Downstream  Users,  and,  such other
information  as shall be mutually  agreed to by the  Parties  and is  reasonably
available to TEN ("DOWNSTREAM REPORTING").  TEN further agrees that, pursuant to
the  terms  of  EXHIBIT  A,  it  shall  utilize  the  Downstream  Reporting  for
calculating  all  monies  owing to BDE under  this  Agreement  and  include  the
Downstream Reporting in its reports required under Section A6 therein.

                           (h)      TEN  shall   maintain   redundant  off  site
back-up for all data and  information  necessary  to recover  operations  of all
sweepstakes and promotional programs operated for BDE.

                           (i)      TEN  shall  use its best  efforts  to ensure
that any version of the Toolbar  submitted to BDE for  distribution  (including,
but not limited to the version of the  Toolbar  for  distribution  on the Launch
Date, and any other revisions, updates, modifications and/or reconfigurations of
the Toolbar thereafter) shall be free of any bugs, errors,  viruses, time bombs,
Trojan horses, worms, robots, spiders or any other software component capable of
disrupting  user access or  interaction  with the  Internet,  damaging  computer
systems or equipment,  damaging  computer  software,  interfering  with computer
communications  or causing any  compatibility  problems  with ALPM or the Altnet
Service  regardless  of whether  Altnet  has  exercised  its  option  for TEN to
incorporate the Altnet Toolbar Features into such update.

                           (j)      TEN shall  submit  the  Toolbar  and any new
version,  revision or update thereof ("UPDATED TOOLBAR") which complies with the
terms of Section  3.3(i) above to BDE at least 5 business  days prior to the KMD
Release  Date for the KMD version to which the Toolbar or Updated  Toolbar is to
be bundled.

         4.       COMPENSATION AND AUDIT.

                  4.1      COMPENSATION. TEN shall pay BDE fees on the terms set
forth in Exhibit A.

                  4.2      AUDIT RIGHTS.  TEN shall maintain accurate records of
the  calculations of the payments due to BDE hereunder.  During the Term and for
every  calendar  quarter  following the expiration or termination of the Term in
which ***,  BDE, at its expense,  and upon not less than ten (10)  business days
advance notice to TEN, shall have the right once during each calendar quarter to
have a certified  public  accounting firm examine or audit such records in order
to verify the figures  reported and the amounts payable to BDE by TEN under this
Agreement.  Since TEN is solely  responsible  for tracking and paying all monies
owed, any  underpayment  discovered  shall be paid within 10 (ten) business days
and shall not limit any other rights or remedies of BDE hereunder as a result of
such  payment  default,  all of which  shall  be  cumulative.  Any  over-payment
discovered  shall be  deducted  from the next  payment  due.  BDE shall bear the
expense of any audit conducted  pursuant to this Section unless such audit shows
in error in BDE's  favor  amounting  to a  deficiency  to BDE in  excess  of ten
percent  (10%) of the actual  amounts paid and/or  payable to BDE  hereunder (as
reasonably  determined  by the  auditor),  in  which  event  TEN  will  promptly
reimburse BDE for all reasonable  expenses  incurred to conduct and collect from
the  audit.  TEN shall pay BDE any  undisputed  amounts to BDE within 10 days of
receipt of a final report from the auditor setting forth in detail the amount of
underpayment  and the basis for determining  that amount.  In the event that TEN
disputes any or all of the amounts  claimed due on such  report,  TEN shall have
the right,  at its own cost and expense,  to retain a "Big 4"  accounting  firm,
excluding  any firm with which TEN has an audit  relationship,  to  conduct  and
complete an  independent  audit within  thirty days of delivery by BDE to TEN of
the final report of BDE's auditor.  In the event that the final report of "TEN's
auditor is not timely  provided by TEN to BDE, the report of BDE's auditor shall
be determinative  and binding.  If the report of TEN's auditor is delivered on a
timely basis and there shall be a  discrepancy  between the two audit reports of
greater  than 5%,  either  party  shall  have  the  right  to  initiate  binding
arbitration proceedings before a single arbitrator (who shall be a CPA) selected
by the American Arbitration Association to review the two audit reports and make
a final determination based thereon as to the amount of underpayment, if any. In
the event  that the  discrepancy  between  the two  reports in less than 5%, the
result of the audit conduct by BDE shall govern.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


         5.       EXCLUSIVITY

                  5.1      Subject to Section  5.3,  TEN shall be the  exclusive
provider of Browser  Toolbars for bundling or downloading  in  conjunction  with
software  distributed  by BDE  and,  BDE  shall  ensure  that  TEN  shall be the
exclusive   provider  of  Browser   Toolbars  for  bundling  or  downloading  in
conjunction with software  distributed by Sharman  (including the ALPM and KMD).
For so  long  as TEN  shall  be  the  exclusive  provider  of  Browser  Toolbars
distributed  by BDE, BDE agrees on behalf of itself and its  Affiliates  not to,
and shall obtain the agreement of Sharman and its Affiliates not to, directly or
indirectly,  authorize the distribution or installation of any competing Browser
Toolbar to end-users of the KMD or ALPM  applications or any other  applications
distributed  directly  by KMD,  BDE or either of their  Affiliates.  Nothing set
forth herein shall be deemed to conflict with, or otherwise  limit  applications
distributed by Sharman or Altnet together with versions of KMD up to version 2.1
(provided  that any future  updates to  those  applications  do not  include new
Browser  Toolbars).  If BDE  elects  to  continue  distribution  of the  Toolbar
following an  Exclusivity  Termination  Event,  any provision of this  Agreement
requiring  mandatory  installation  of the Toolbar shall no longer apply at such
time as TEN ceases to be the exclusive provider of Browser Toolbars  distributed
by BDE.

                  5.2      BDE hereby  represents  and warrants  that it has (i)
all necessary  rights,  licenses and agreements as may be needed from Sharman in
order to ensure that the exclusive  rights  granted and covenants made to TEN in
Section 5.1 hereof shall be satisfied in all respects  throughout the Term, (ii)
an  agreement  from  Sharman  that BDE may  download  the ALPM with all Eligible
Downloads,  and (iii) an  agreement  from  Sharman  that no other  providers  of
applications ("THIRD PARTY BUNDLED APPLICATIONS")  downloaded as part of bundles
with the KMD are or will be permitted  to download a Browser  Toolbar as part of
updates to the Third Party Bundled Applications facilitated by Sharman.

                  5.3      The provisions of Section 5.1 hereof shall be binding
and  remain in full  force and  effect in all  respects  for an  initial  period
commencing  on the  Effective  Date and  ending  on the last day of the  twelfth
complete calendar month following the Launch Date (the "FIRST YEAR"'); provided,
however,  that if the total  amount paid or payable to BDE during the first Year
is equal to or greater than *** Dollars  (US$***)  (the "FIRST YEAR  EXCLUSIVITY
TRIGGER  AMOUNT")  is equal to or greater  than ***  Dollars  (US$***)  then the
provisions of Section 5.1 shall remain  binding and in full force and effect for
the next succeeding  twelve  calendar months (the "SECOND YEAR"),  and provided,
further,  that if the total  amount  paid or payable to BDE during the First and
Second Years combined (the "TWO YEAR EXCLUSIVITY TRIGGER AMOUNT") is equal to or
greater  than *** Dollars  (US$***)  then the  provisions  of Section 5.1 hereof
shall  remain  binding and in full force and effect for  duration of any Renewal
Term and Rollover  Terms as defined in Section 10 of this  Agreement.  TEN shall
provide,  within 10 business  days  following  the end of the First Year and the
Second Year,  all necessary  reports  confirming  whether TEN has met either the
First  Year  Exclusivity  Trigger  Amount  or the Two Year  Exclusivity  Trigger
Amount.

                  5.4      Except  as set forth  herein,  and  subject  to BDE's
rights  under  Section  2.2 of this  Agreement  and  clauses  (a) through (g) of
Section 2.1:

                           (a)      TEN   shall  be   solely   and   exclusively
responsible  for the design,  development  and  maintenance  of its products and
services, and BDE shall be solely and exclusively  responsible for the operation
of its goods and services: and

                           (b)      TEN  shall   determine   the   features  and
functionality of its applications and websites (including any sponsored versions
thereof) at its sole discretion, including all products and services offered and
all related ongoing operation and maintenance thereof.

Notwithstanding the foregoing,  TEN shall not alter, amend, modify or change the
Altnet Marks which may appear on any TEN products or  websites,  including,  but
not limited to the Toolbar and any updates thereof.

         6.       LICENSES.

                  6.1      GRANT OF  SOFTWARE  LICENSE  TO BDE.  Subject  to the
terms and conditions of this Agreement,  TEN hereby grants BDE a  non-exclusive,
non-transferable,  non-sublicensable  worldwide  license solely to


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


reproduce  and  distribute  the  Toolbar  software  in  object  code  solely  in
accordance with the terms and conditions of this Agreement.  The license granted
hereunder is limited strictly to the right to distribute the Toolbar software in
exactly  the form and format  provided  by TEN and to make copies of the Toolbar
software only as necessary in order to engage in such distribution.

                  6.2      GRANT OF TRADEMARK  LICENSE TO BDE.  Subject to prior
written  approval from TEN in connection with each use and TEN's trademark usage
guidelines  as  communicated  to BDE (as amended from time to time by TEN),  TEN
hereby grants to BDE, a royalty-free, non-exclusive,  non-transferable worldwide
license  to use and  display  the My Search  trademark  and logo (the "My Search
Trademark") on marketing and promotional  materials for the Toolbar.  BDE agrees
that it will not take any action not related to the  enforcement of BDE's rights
hereunder that might harm the reputation or goodwill of the My Search Trademark,
that it will not take any action  inconsistent  with TEN's  ownership  of the My
Search Trademark, that it will not use the My Search Trademark in an unsavory or
disparaging  manner,  that it will not  challenge  TEN's rights in the My Search
Trademark,  and that it will not attempt to register the My Search  Trademark or
any other mark substantially  similar thereto. All use of My Search Trademark by
BDE and all goodwill  associated  therewith shall inure solely to the benefit of
TEN.

         7.       OWNERSHIP; CONFIDENTIAL INFORMATION.

                  7.1      OWNERSHIP.   Title  to  and   ownership  of  any  IP,
including, without limitation,  derivative works prepared by each Party, and all
related  technical   know-how  and  all  rights  therein   (including,   without
limitation,  all  Intellectual  Property  Rights),  are  and  shall  remain  the
exclusive  property of that Party.  Except as  expressly  provided  herein,  the
Parties shall not copy, modify, reproduce, display, decompile, reverse engineer,
localize, store, translate, sell, lease or otherwise transfer, distribute or use
any of the other  Party's  IP,  products or  documentation,  in whole or in part
without the other  Party's prior written  consent.  All rights not  specifically
granted herein with respect to the ALPM, Altnet Service, Altnet Marks and Points
Program  and  BDE's  software  are  reserved  to  BDE,  and with  respect to the
Toolbar,  Toolbar Website and  Points Program  Services are reserved to TEN.  As
used  herein,  "IP"  means (1) as  applied to TEN,  the  Toolbar,  the My Search
Trademark, the Toolbar Website and the resultant technology in and to the Points
Program Services, (ii) as applied to BDE, the ALPM, Altnet Service, Altnet Marks
and Points Program,  and (iii) as applied to both Parties, any and all software,
documents, writings, images, drawings, source code, object code, algorithms, and
any component parts thereof embodied in the property stated in this definition.

                  7.2      CONFIDENTIAL  INFORMATION.  Each  Party  acknowledges
that by reason of its  relationship  to the other Party under this  Agreement it
will have access to and acquire  knowledge  from,  material,  data,  systems and
other  information  concerning  the  operation,   business,  financial  affairs,
products, customers and intellectual property of the other Party that may not be
accessible  or known to the general  public,  including,  but not limited to the
terms of this Agreement (referred to as "CONFIDENTIAL INFORMATION").

                  7.3      NO  DISCLOSURE.  Each Party  agrees to  maintain  all
Confidential Information received from the other, both orally and in writing, in
confidence  and  agrees  not  to  disclose  or  otherwise  make  available  such
Confidential Information to any third party without the PRIOR written consent of
the  disclosing  Party;  provided,  however,  that each Party may  disclose  the
financial  terms of this  Agreement  to its legal and  business  advisors and to
potential  investors  so  long as such  third  parties  agree  to  maintain  the
confidentiality of such Confidential  Information.  Each Party further agrees to
use the  Confidential  Information  only  for the  purpose  of  performing  this
Agreement.  In addition,  neither Party shall reverse  engineer,  disassemble or
decompile any  prototypes,  software or other tangible  objects which embody the
other  Party's  Confidential  Information  and which are  provided  to the Party
hereunder.  Whenever  requested by a disclosing  Party, a receiving  Party shall
immediately   return  to  the  disclosing  Party  all   manifestations   of  the
Confidential Information or, at the disclosing Party's option, shall destroy all
such  Confidential  Information  as the  disclosing  Party  may  designate.  The
receiving Party's obligation of confidentiality shall survive this Agreement for
a period  of five (5) years  from the date of its  termination,  and  thereafter
shall terminate and be of no further force or effect.

                  7.4      EXCLUSIONS.  The Parties'  obligations  under Section
7.3 above shall not apply to Confidential Information which: (i) is or becomes a
matter of public  knowledge though no fault of or action by the receiving Party;
(ii) was rightfully in the receiving  Party's  possession prior to disclosure by
the disclosing Party; (iii) subsequent to disclosure,  is rightfully obtained by
the  receiving  Party from a third Party who is lawfully in


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


possession  of  such  Confidential  Information  without  restriction;  (iv)  is
independently  developed by the receiving Party without resort to the disclosing
Party's Confidential Information; or (v) is required by law or judicial order or
stock exchange  regulation,  provided that prior written notice of such required
disclosure is furnished to the disclosing  Party as soon as practicable in order
to afford the disclosing  Party an  opportunity  to seek a protective  order and
that if such order cannot be obtained disclosure may be made without liability.

         8.       REPRESENTATIONS AND WARRANTIES.

                  8.1      MUTUAL  REPRESENTATIONS  AND  WARRANTIES.  Each Party
represents  and warrants to the other Party that it has the power and  authority
to enter into this Agreement,  to grant the licenses  contained  herein,  and to
otherwise perform its obligations and covenants hereunder.

                  8.2      BDE  REPRESENTATIONS  AND WARRANTIES.  Throughout the
Term,  BDE (on  behalf of  itself  and its  Affiliates)  hereby  represents  and
warrants to TEN that:

                           (a)      BDE is the exclusive owner of all rights and
interests in, the ALPM,  Altnet Service and Points  Program  (exclusive of those
elements licensed from third parties);

                           (b)      to the best of its  knowledge,  neither  the
marketing  nor  distribution  of the ALPM,  the  Altnet  Service  or the  Points
Program  infringes any copyright,  patent, trademark,  license other proprietary
right of any person or entity;

                           (c)      excluding   Altnet  Content  Files,   Altnet
Content File names or descriptions thereof, the ALPM and Altnet Service does not
contain any  material  that is  defamatory,  obscene,  indecent or  pornographic
material or any computer "virus" or other  contaminating or destructive  feature
(exclusive of results which may appear as search results);

                           (d)      BDE shall  comply in all  material  respects
with all applicable United States laws and regulations  relating to distribution
of the ALPM and Toolbar as provided  hereunder,  including  without  limitation,
export or re-export control laws and regulations;

                           (e)      BDE shall  comply in all  material  respects
with all applicable United States laws and regulations relating to the operation
of the Altnet Service and the Points Program; and

                           (f)      BDE has  obtained  from  Sharman  and or its
Affiliates  all of the rights  which are needed is order for BDE to satisfy  its
and  Sharman's  obligations  hereunder  (including,  without  limitation,  BDE's
obligations  under  Section  2 and 5 of this  Agreement)  and  that  BDE has the
ability,  power  and  permission  to grant  such  rights  to TEN and to make the
promises and covenants set forth herein.

                  8.3      TEN  REPRESENTATIONS  AND WARRANTIES.  Throughout the
Term,  TEN (on  behalf of  itself  and its  Affiliates)  hereby  represents  and
warrants to BDE that;

                           (a)      TEN is the exclusive owner of all rights and
interests  in the  Toolbar  and  Toolbar  Website  (exclusive of those  elements
licensed from third parties);

                           (b)      ***;

                           (c)      to the best of TEN's knowledge,  neither the
marketing  nor  distribution  of the Toolbar or Toolbar  Website  infringes  any
copyright,  patent, trademark,  license or other proprietary right of any person
or entity;

                           (d)      the  Toolbar  or  Toolbar  Website  does not
contain any  material  that is  defamatory,  obscene,  indecent or  pornographic
material or any computer "virus" or other  contaminating or destructive  feature
(exclusive of results which may appear on Search Results Pages,  message boards,
chat rooms or other areas, forums or user-generated content areas of the Toolbar
Website);


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                           (e)      TEN shall  comply in all  material  respects
with all applicable United States laws and regulations relating to the operation
of the Points  Program  Services  and  distribution  of the Toolbar as  provided
hereunder,  including without  limitation,  export or re-export control laws and
regulations.

                  8.4      DISCLAIMER  OF  WARRANTIES.  EXCEPT AS EXPRESSLY  SET
FORTH HEREIN,  NEITHER PARTY MAKES, AND EACH PARTY SPECIFICALLY  DISCLAIMS,  ANY
REPRESENTATIONS  OR  WARRANTIES,   EXPRESSED  OR  IMPLIED   INCLUDING,   WITHOUT
LIMITATION,  ACTUAL OR IMPLIED  WARRANTIES  OF  MERCHANTABILITY,  FITNESS  FOR A
PARTICULAR  PURPOSE AND TITLE OR ANY OTHER WARRANTY WITH RESPECT TO THE QUALITY,
ACCURACY  OR  FREEDOM  FROM  ERROR OF THE  OPERATION,  USE AND  FUNCTION  OF THE
TOOLBAR, ALPM, KMD, POINTS PROGRAM OR ALTNET SERVICE.

         9.       INDEMNIFICATION.

                  9.1      Subject to compliance  with Section 9.2 hereof,  each
Party (the  "INDEMNIFYING  PARTY") will defend,  indemnify and hold harmless the
other Party (the "INDEMNIFIED PARTY"), and the respective  directors,  officers,
employees,  agents and Affiliates of the Indemnified Party, from and against any
and all third party  claims,  costs,  losses,  damages,  judgments  and expenses
(including  reasonable  attorneys' fees and costs of investigation)  arising out
of, relating to, or incurred as a result of (i) any failure by the  Indemnifying
Party to  perform  its  obligations  under this  Agreement;  (ii)  the breach or
inaccuracy of a representation or warranty made by, or breach  of a covenant of,
the Indemnifying Party hereunder;  (iii) the negligence or willful misconduct of
the  Indemnifying Party in performance of its obligations  under this Agreement;
and (iv) any actual or alleged  violation of applicable  law in connection  with
Indemnifying Party's activities hereunder.

                  9.2      The  Indemnified  Party  shall  notify  promptly  the
Indemnifying Party of any such claim of which it becomes aware and shall: (i) at
the  Indemnifying  Party's  expense,   provide  reasonable  cooperation  to  the
Indemnifying  Party in  connection  with the defense or  settlement  of any such
claim; and (ii) at the Indemnified  Party's expense,  be entitled to participate
in the defense of any such claim.

                  9.3      The  Indemnified  Party agrees that the  Indemnifying
shall have sole and  exclusive  control over the defense and  settlement  of any
such third Party claim.  However,  the Indemnifying Party shall not acquiesce to
any judgment or enter into any settlement that adversely affects the Indemnified
Party's  rights or interests  without prior written  consent of the  Indemnified
Party.

         10.      LIMITATION OF LIABILITY; SPECIFIC REMEDIES.

                  10.1     EXCEPT AS REQUIRED  UNDER SECTION 9, OR IN CONNECTION
WITH THE WILLFUL  MISCONDUCT  OF A PARTY,  UNDER NO  CIRCUMSTANCES  AND UNDER NO
LEGAL  THEORY,  WHETHER IN TORT,  CONTRACT OR  OTHERWISE,  SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY OR  ANY  AFFILIATE OR OTHER  PERSON FOR ANY  INDIRECT,
SPECIAL,  INCIDENTAL,   PUNITIVE  OR  CONSEQUENTIAL  DAMAGES  OF  ANY  CHARACTER
INCLUDING, WITHOUT LIMITATION,  DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, WORK
STOPPAGE,  COMPUTER  FAILURE OR  MALFUNCTION,  EVEN IF THE PARTY SHALL HAVE BEEN
INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING THE FOREGOING, THE
TOTAL  LIABILITY  OF EACH PARTY FOR ALL  CLAIMS  AGAINST  SUCH PARTY  UNDER THIS
AGREEMENT SHALL NOT EXCEED THE TOTAL CONSIDERATION  PAYABLE UNDER THIS AGREEMENT
FOR THE TWELVE  MONTH  PERIOD  PRIOR TO THE DATE ON WHICH A CLAIM GIVING RISE TO
LIABILITY IS MADE;  PROVIDED,  HOWEVER,  IN NO EVENT SHALL THE,  LIMITATION  SET
FORTH IN THE FOREGOING  CLAUSE LIMIT OR CAP BDE'S RIGHTS TO  COMPENSATION  UNDER
SECTION 4.1 AND EXHIBIT A.

         11.      TERM AND TERMINATION.

                  11.1     TERM. 2.3(e) The term of this Agreement (the "INITIAL
TERM") shall  commence on the Effective Date and will continue until the earlier
to occur of:


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                           (a)      the end of the 24th complete  calendar month
following Launch Date, or

                           (b)      delivery to TEN by BDE of written  notice of
termination   following  the  occurrence  of  any  of  the  following  (each,  a
"TERMINATION  EVENT");  (i)  exercise of  termination  rights of BDE pursuant to
Section 2.3(e) of this Agreement,  (ii) completion of the 12th complete calendar
month  following  Launch  Date if ***,  and (iii) such time,  if any,  as TEN no
longer  provides,  with  substantially  the same  prominence  as in the  initial
version of the Toolbar, search results ***, or

                           (c)      delivery to BDE by TEN of written  notice of
termination at any time following (i) permanent cessation of distribution of the
KMD by Sharman or any successor  provided that TEN shall provide  Points Program
Services for the 90-day period immediately  following such termination including
reasonable  transition  services in connection with transition of those services
and relevant  data to a  replacement  provider,  or (ii)  completion of the 12th
complete  calendar month following  Launch Date if ***;  provided that TEN shall
provide Points Program Services for the 90 day period immediately following such
termination   including  reasonable   transition  services  in  connection  with
transition of those services and relevant data to a replacement provider,  (iii)
***, and (y) TEN shall  nonetheless  continue to provide Points Program Services
to BDE as  required  under  this  Agreement  through  the of the  24th  complete
calendar month following Launch.

If a Termination  Event does not occur prior to the 24th complete calendar month
following  the  Launch  Date,  subject  to  termination  by BDE or TEN  upon the
occurrence of a Termination  Event,  the term of this Agreement shall extend for
an additional  twelve month period,  (the "Renewal  Term") in the event that the
total  amount  paid or  payable  to BDE as of the end of the  initial  Term (the
"Renewal  Trigger  Amount") is equal to or greater  than ***  Dollars  (US$***).
After the  expiration  of the Term,  this  Agreement  will renew for  successive
one-month periods (each a "Rollover Term" and together with the Initial Term and
the Renewal Term, the "Term")  unless  terminated by  written notice received by
the  non-terminating  Party  not  less  than  30  days  prior  to the end of the
applicable Rollover Term.

                  11.2     TERMINATION   FOR  BREACH.   This  Agreement  may  be
terminated  by either  Party for cause  immediately  by written  notice upon the
occurrence  of any of the  following  events:  (i)  if the  other  ceases  to do
business,  other  than by  reason of a sale of all or  substantially  all of the
assets of such Party or the merger or consolidation  of such Party;  (ii) if the
other  breaches any material  provision of this Agreement and fails to cure such
breach  within thirty (30) days' of written  notice  describing  the breach;  or
(iii) if the other becomes  insolvent or seeks  protection under any bankruptcy,
receivership,  trust, deed, creditor's arrangement, or comparable proceeding, or
if any such proceeding is instituted  against the other and not dismissed within
thirty (30) days.

                  11.3     EFFECT  OF  TERMINATION   Upon  termination  of  this
Agreement,  BDE will stop  distributing the Toolbar upon the release of the next
version of the KMD.  Termination  by either  Party will not affect the rights of
any end user under the terms of any applicable end user license  agreement.  Any
outstanding  prepayments  made to BDE that have not been applied  against monies
owed  to  BDE at the  time  of  termination  shall  be  refunded  to  TEN.  Upon
termination,  distribution of the Toolbar by BDE and Sharman will cease with the
ensuing  release of a new KMD version  (provided that TEN shall not be obligated
to pay Installation Bounties on account of such past-termination downloads). BDE
will continue to share in Gross Profits generated from any and all Toolbar Users
in perpetuity for the lifetime of each Toolbar User regardless of the reason for
termination.

                  11.4     SURVIVAL.  The  provisions  of sections 1, 2.6,  4.1,
4.2,  7, 8, 9,  10,  11.3,  11.4,  12 and 13 and  Exhibit  A shall  survive  the
expiration or termination of this Agreement.

         12.      GOVERNING   LAW.  This  Agreement  will  be  governed  by  and
construed in accordance with the laws of the State of New York without regard to
its conflicts of laws  principles.  Any litigation  under this Agreement will be
brought in the federal or state  courts in the State of New York and the Parties
hereby consent to the exclusive personal jurisdiction and venue therein.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


         13.      GENERAL.

                  13.1     EXPORT  CONTROLS.  Both  parties  will  adhere to all
applicable laws,  regulations and rules relating to the export of technical data
and will not export or re-export any technical data,  any products received from
the other Party or the direct  product of such  technical data to any proscribed
country listed in such  applicable  laws,  regulations and rules unless properly
authorized.

                  13.2     INDEPENDENT  CONTRACTOR.  The relationship created by
this Agreement is one of independent contractors, and not partners,  franchisees
or joint ventures. No employees, consultants, contractors or agents of one Party
are employees,  consultants,  contractors  or agents of the other Party,  nor do
they have any  authority to bind the other Party by contract or otherwise to any
obligation, except as expressly set forth herein. They will not represent to the
contrary, either expressly, implicitly or otherwise.

                  13.3     NOTICES. All notices and demands under this Agreement
will be in writing and will be delivered  by personal  service,  confirmed  fax,
confirmed e-mail,  express courier, or certified mail, return receipt requested,
to the attention of each of the General Counsel and Chief  Executive  Officer at
the address of the receiving Party set forth below, or at such different address
as may be  designated  by such Party by written  notice to the other  Party from
time to time.  Notice will be effective on receipt.  Notices should be addressed
to the address of the Party set forth under such Party's signature hereto.

                  13.4     NO   ASSIGNMENT.   Neither   Party  may  assign  this
Agreement,  in whole or in part,  without  the other  Party's  written  consent;
PROVIDED,  HOWEVER,  that either  Party may assign this  Agreement  without such
consent to a successor in interest,  any  affiliate  or in  connection  with any
merger,  consolidation,  any sale of all or  substantially  all of such  Party's
assets or any other  transaction  in which more than fifty percent (50%) of such
Party's voting securities are transferred;  and PROVIDED,  FURTHER, that BDE may
assign this  Agreement  without such consent to any party which  acquires all or
substantially  all of the Altnet  Service.  Any attempt to assign this Agreement
other  than in  accordance  with this  provision  shall be null and  void.  This
Agreement  shall be  binding  upon and inure to,  the  benefit  of the  Parties'
permitted successors and assigns.

                  13.5     FORCE  MAJEURE.  If  by  reason  of  labor  disputes,
strikes,   lockouts,   action  of  the  elements,   governmental   restrictions,
appropriation  or  other similar  causes beyond the control of a Party hereto (a
"Force Majeure Event"),  such Party is unable to perform in whole or in part its
obligations as set forth in this Agreement, then such Party shall be relieved of
those obligations to the extent it is so unable to perform and such inability to
perform  shall not make such Party liable to the other Party (the  "NON-AFFECTED
PARTY")  and such Party  shall give notice to the  Non-Affected  Party.  Neither
Party  shall be liable  for any  loss,  injury,  delay or  damages  suffered  or
incurred by the other Party due to the above causes.

                  13.6     MISCELLANEOUS.  This  Agreement,  and the Attachments
attached  hereto and made a part hereof  constitutes  the complete and exclusive
agreement  between BDE and TEN with respect to its subject matter, and supersede
all prior oral or written.  understandings,  communications  or  agreements  not
specifically incorporated, herein or therein. This Agreement may not be modified
except in a writing  duly signed by an  authorized  officer of BDE and TEN.  The
waiver by either  Party of any breach of this  Agreement by the other Party will
not waive subsequent  defaults by such Party of the same or a different kind. If
any provision of this Agreement is held to be unenforceable for any reason, such
provision  shall  be  reformed,   only  to  the  extent  necessary  to  make  it
enforceable,  and such  decision  shall not  affect the  enforceability  of such
provision under other circumstances, or of the remaining provisions hereof under
all  circumstances.  The failure of any Party to enforce  any of the  provisions
hereof  shall  not be  construed  to be a  waiter  of the  right  of such  Party
thereafter to enforce such  provisions.  Any and all remedies  herein  expressly
conferred upon a Party shall be deemed cumulative and not exclusive of any other
remedy  conferred hereby or by law, and the exercise of any one remedy shall not
preclude  the  exercise  of any  other.  Headings  shall  not be  considered  in
interpreting this Agreement.

INTENDING TO BE LEGALLY BOUND, the Parties have executed this Agreement by their
duly  authorized  representatives,  to be effective as of the date first written
above.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


THE EXCITE NETWORK, INC.                   BRILLIANT DIGITAL ENTERTAINMENT, INC.

     /s/ Jonas Steinman                         /s/ Kevin Bermeister
By:  ---------------------------           By:  -------------------------
     Jonas Steinman, Co-CEO                     Kevin Bermeister
                                                Chief Executive Officer
     ONE BRIDGE STREET, SUITE 42
     IRVINGTON, NY 10533


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    EXHIBIT A

                           Compensation and Reporting

The Parties shall receive  compensation,  make payments and report to each other
as follows:

         Al.  SIGNING  BONUS.  Within  business days of the Effective  Date, TEN
shall pay BDE a  non-recoupable  one-time  payment of *** Dollars  (US$***) (the
"SIGNING BONUS"),  by way of cashiers check or wire transfer.  The Signing Bonus
shall not be recoupable by TEN from any revenues  generated under this Agreement
and shall  generally be  non-refundable,  except that the Signing Bonus shall be
refunded by BDE to TEN in its  entirety in the event that (i) the Toolbar is not
included  with KMD upon the  initial  launch of v2.5 or (ii) the Launch Date has
not occurred by July 1, 2003 unless such  failure to include the Toolbar  within
such time periods is a result of TEN's actions or  omissions.  In the event that
the Signing Bonus is subject to refund to TEN, then BDE shall refund such amount
in its  entirety  to TEN by way of  cashiers  check  or wire  transfer  within 3
business days of the date on which the condition  which entitles TEN to a refund
is satisfied.

         A2.  ADVANCE.  Within 3 business days of the  Effective Date, TEN shall
place *** Dollars (US$***) (the "Advance") into escrow with Edwards & Angell LLP
for the  benefit  of BDE  pursuant  to an Escrow  Agreement  attached  hereto as
Exhibit D. The Advance  shall be released in its  entirety to BDE upon launch of
the Toolbar as a Mandatory  Application as part of the first Eligible  Download,
and shall be  released  to TEN in its  entirety in the event that either (i) the
Launch Date does not coincide with the KMD Release Date, or (ii) the Launch Date
is not prior to July 1, 2003,  provided  that such delays of the Launch Date are
not the result of TEN's negligence or failure to meet its obligations under this
Agreement.  The Advance shall be non-refundable (except as set forth in the next
sentence)  but shall be  recoupable  by TEN as against the first $*** in fees or
payments  that would  otherwise  be due and  payable to BDE as set forth  herein
(excluding  the Signing  Bonus).  In the event that there shall not be ***,  BDE
shall return to TEN any portion of the Advance that has not yet been recouped by
TEN.

         A3.  INSTALLATION  BOUNTIES.  Subject  to  TEN's  right to  recoup  its
Advance,  during the Term (including any Renewals  thereof),  TEN will pay BDE a
non-refundable bounty in an amount equal to *** (the "INSTALLATION"). Payment of
Installation  Bounties  on account of  Activated  Installations  received by TEN
within each  calendar  month during the Term shall be made within *** of the end
of each such calendar month.  Notwithstanding anything to the contrary contained
in this  Agreement,  TEN shall be entitled  to retain the first  US$*** in funds
that would  otherwise  be payable to BDE until such time as TEN has recouped the
Advance.  If TEN shall fail to pay BDE the  Installation  Bounties within *** of
receipt of  written  notice  from  BDE that such  payment  is  overdue,  without
limiting any other rights  available  to BDE,  whether at law or in equity,  the
exclusivity provisions contained in Section 5 of the Agreement shall immediately
terminate with respect to BDE and it Affiliates.

         A4.  REVENUE SHARE FOR  ACTIVATED  INSTALLATION  TOOLBARS.  TEN and BDE
shall share in all of the Gross Profits  generated from  Activated  Installation
Toolbars as follows:

                  a.       To the  extent  that the  cumulative  amount of Gross
                           Profit generated by Activated  Installation  Toolbars
                           (including   without   limitation,    all   Activated
                           Installation  Toolbars downloaded by English Speaking
                           Downstream  Users) since the Effective  Date,  net of
                           the Advance,  ("CUMULATIVE  GROSS  PROFITS")  exceeds
                           ***, BDE shall be entitled to receive *** (the "FIRST
                           ALTNET PRIORITY PAYMENT").

                  b.       TEN shall then  receive *** (the "FIRST TEN  PRIORITY
                           PAYMENT").

                  c.       BDE  shall  then  receive  ***  (the  "SECOND  ALTNET
                           PRIORITY PAYMENT").

                  d.       TEN shall then  receive *** (the "SECOND TEN PRIORITY
                           PAYMENT").

                  e.       To the extent that  Cumulative  Gross Profits exceeds
                           the cumulative amount of Installation  Bounties,  the
                           First and Second Altnet  Priority  Payments,  and the
                           First and Second TEN Priority Payments payable as set
                           forth  in  this  Section  A4 as of  the  end  of


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                           any calendar month during the Term, TEN and BDE shall
                           share such  excess Gross  Profits  (the "EXCESS GROSS
                           PROFITS")  *** to TEN  and *** to BDE  (each  Party's
                           "EXCESS REVENUE SHARE").

                  f.       TEN shall pay BDE any  Altnet  Priority  Payments  or
                           Excess Revenue Share,  if any,  within *** of the end
                           of each  calendar  month during  which Gross  Profits
                           were  generated,  based on the  applicable  amount of
                           Activated  Installations,  Cumulative  Gross Profits,
                           Altnet Priority  Payments,  TEN Priority Payments and
                           Excess Revenue Share  previously  paid and payable as
                           of the end of each applicable calendar month.

         A5.  OTHER USERS.  During the Term of the  Agreement, BDE and TEN shall
share ***.  The Parties  acknowledge  and agree that no  Installation  Bounty or
Altnet  Priority  Payments shall be payable on account of the  installations  of
Toolbars  that  are  not  Activated  Installation  Toolbars  (including  without
limitation,  all Activated  Installation Toolbars downloaded by English Speaking
Downstream Users).  Payment of all amounts due to BDE by TEN on account of Gross
Profits  generated by all other that those with  respect to which Gross  Profits
are allocated and paid in accordance  with Section A4 above shall be made within
*** following the end of the  applicable  calendar month during which such Gross
Profits were generated.

         A6.  REPORTING.  TEN shall include a detailed  report setting forth the
calculation  of all amounts due to BDE hereunder  with each payment made to BDE.
In  addition,  TEN shall  provide a login for BDE or  provide  weekly  reporting
setting  forth  the  number of  Activated  Installations,  the  number of search
queries entered by Toolbar End Users and estimated revenue as of such date.

         A7.  ADDITIONAL  ECONOMIC TERMS.   The  Parties hereby  acknowledge and
agree as follows:

                  a.       TEN may, at its discretion,  sell Paid Search Results
                           directly as opposed to  sourcing  such  results  from
                           third party providers; and

                  b.       ***.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    EXHIBIT B
                            ALPM INTEGRATION MOCK-UP



<PAGE>


                                [GRAPHIC OMITTED]


                                [GRAPHIC OMITTED]

           When a user  clicks on the  toolbar,  it expands  to  display  points
accumulated:


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    EXHIBIT C

                      ALTNET CONTENT FILE COMPENSATION PLAN



C1 Gross Receipts from Altnet Content File  Downloads.  BDE shall pay to TEN ***
from Altnet  Content Files  purchased by users  through the Toolbar  pursuant to
Section  2.2(b) of the  Agreement.  As used in this Exhibit C, "Gross  Receipts"
shall be  calculated  ***. BDE shall pay TEN all fees due  hereunder  within ***
following the end of the applicable calendar month.

C2 AUDIT RIGHTS.  BDE shall maintain accurate records of the calculations of the
payments due to TEN hereunder.  During the Term and for six months following the
expiration or  termination of the Term,  TEN, at its expense,  and upon not less
than ten (10)  business  days advance  notice to BDE,  shall have the right once
during each calendar quarter to have a certified public  accounting firm examine
or audit such  records in order to verify the figures  reported  and the amounts
payable to TEN by BDE hereunder.  Since BDE is solely  responsible  for tracking
and paying all monies owed, any underpayment  discovered shall be paid within 10
(ten)  business  days and shall not limit any other  rights or  remedies  of TEN
hereunder as a result of such payment default, all of which shall be cumulative.
Any  over-payment  discovered  shall be deducted  from the next payment due. TEN
shall bear the expense of any audit  conducted  pursuant to this Section  unless
such audit shows an error in TEN's favor  amounting  to a  deficiency  to TEN in
excess of ten percent  (10%) of the actual  amounts  paid and/or  payable to TEN
hereunder (as  reasonably  determined  by the auditor),  in which event BDE will
promptly  reimburse  TEN for all  reasonable  expenses  incurred  to conduct and
collect from the audit.  BDE shall pay TEN any undisputed  amounts to TEN within
10 days of receipt of a final report froth the auditor  setting  forth in detail
the amount of  underpayment  and the basis for determining  that amount.  In the
event that BDE  disputes  any or all of the amounts  claimed due on such report,
BDE shall  have the  right,  at its own cost and  expense,  to retain a "Big 411
accounting firm, excluding any firm with which BDE has an audit relationship, to
conduct and complete an independent  audit within thirty days of delivery by TEN
to BDE of the final report of TEN's auditor.  In the event that the final report
of BDE's  auditor  is not  timely  provided  by BDE to TEN,  the report of TEN's
auditor shall be  determinative  and binding.  If the report of BDE's auditor is
delivered  on a timely  basis and there shall be a  discrepancy  between the two
audit  reports of greater than 5%, either party shall have the right to initiate
binding arbitration  proceedings before a single arbitrator (who shall be a CPA)
selected by the American Arbitration Association to review the two audit reports
and make a final  determination  based thereon as to the amount of underpayment,
if any. In the event that the  discrepancy  between the two reports in less than
5%, the result of the audit conduct by TEN shall govern.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    EXHIBIT D

                                ESCROW AGREEMENT



<PAGE>


                                ESCROW AGREEMENT


         This ESCROW AGREEMENT (this  "Agreement" ), dated as of April 14, 2003,
is  among  EDWARDS  &  ANGELL,  LLP  (the  "Escrow  Agent"),  Brilliant  Digital
Entertainment,  Inc., a Delaware  corporation  ("BDE"),  and THE EXCITE NETWORK,
INC., a Delaware corporation ("TEN").

         WHEREAS,  BDE and  TEN  have  simultaneously  herewith  entered  into a
Strategic  Alliance,  Marketing and  Distribution  Agreement for the purposes of
marketing a customized version of the My Search Bar and operating an  integrated
sweepstakes and loyalty program (the "Alliance Agreement").

         WHEREAS, pursuant to Section A2 of Exhibit A of the Purchase Agreement,
TEN has agreed to deliver *** Dollars  ($***) into escrow with the Escrow  Agent
for the Escrow Agent to hold and deliver pursuant to this Agreement. Capitalized
terms used and not otherwise  defined herein shall have the meanings ascribed to
them in the Alliance Agreement.

         NOW, THEREFORE, the parties hereto agree as follows:

         1.       APPOINTMENT.  The Escrow  Agent agrees to act as the holder of
the escrow as set forth herein, and as such escrow holder to receive, administer
and dispose of the *** Dollars ($***) deposited  simultaneously  herewith by TEN
with the Escrow Agent as set  forth herein (the "Escrow Deposit").  All interest
and other  proceeds  earned  on the  Escrow  Deposit,  as well as  interest  and
proceeds  earned  thereon,  are  hereinafter  referred to as the "Interest." The
Escrow Deposit and the Interest are hereinafter  collectively referred to as the
"Escrow  Amount." The use of the phrase "Escrow Agent" is solely for purposes of
identification  and does not  indicate  or imply that the  Escrow  Agent has any
agency or other fiduciary obligations to any party hereto or to any other person
or entity.

         2.       RIGHTS, DUTIES AND IMMUNITIES.

                  (a)      Acceptance  by the Escrow  Agent of its duties  under
this  Agreement  is subject to the  following  terms and  conditions,  which all
parties to this  Agreement  hereby  agree  shall  govern and control the rights,
duties and immunities of the Escrow Agent:

                           (i)      the Escrow Agent  undertakes to perform such
         duties and only such duties as are expressly  set forth herein,  and no
         implied  agreements  or  obligations  shall be read  into  this  Escrow
         Agreement  against  the Escrow  Agent;  the Escrow  Agent  shall not be
         liable except for the performance of such duties and obligations as are
         expressly set out in this Agreement;

                           (ii)     the Escrow Agent shall not be responsible in
         any manner whatsoever for any failure or inability of TEN, or of anyone
         else,  to deliver  moneys to the Escrow Agent or otherwise to honor any
         of the  provisions  of this  Agreement,  the Alliance  Agreement or any
         other agreement;

                           (iii)    BDE and TEN  jointly  will  within  ten (10)
         days  following  demand,  reimburse and indemnify the Escrow Agent for,
         and hold it harmless from and against,  any loss, liability or expense,
         including but not limited to reasonable counsel fees, arising out of or
         in connection  with its acceptance of, or the performance of its duties
         and obligations under, this Agreement,  except for losses,  liabilities
         and  expenses  caused by the bad  faith,  willful  misconduct  or gross
         negligence of the Escrow  Agent.  The Escrow Agent shall in no event be
         liable in connection  with its investment or  reinvestment  of any cash
         held by it hereunder in good faith in accordance with the terms hereof,
         including,  without  limitation,  any  liability  for  any  delays  not
         resulting from its gross  negligence or willful  misconduct or any loss
         of interest incident to any such delays;

                           (iv)     the Escrow Agent shall be fully protected in
         acting on and relying  upon any  written  notice,  direction,  request,
         waiver,  consent,  receipt or other paper or document  which the Escrow
         Agent in good faith  believes to have been signed or  presented  by the
         proper party or parties;


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                           (v)      the Escrow Agent shall not be liable for any
         error of judgement, or for any act done or step taken or, omitted by it
         in good faith or for any mistake of fact or law, or for anything  which
         it may do or refrain from doing in connection herewith,  except its own
         bad faith, willful misconduct or gross negligence;

                           (vi)     the  Escrow  Agent  may seek the  advice  of
         legal  counsel  in the  event  of any  dispute  or  question  as to the
         constriction  of any of the  provisions of this Agreement or its duties
         hereunder, and it shall incur no liability and shall be fully protected
         in respect of any action taken, omitted or suffered by it in good faith
         in accordance with the opinion of such counsel;

                           (vii)    the Escrow Agent makes no  representation as
         to the validity,  value, genuineness or collectibility of any security,
         document or instrument held by or delivered to it; and

                           (viii)   no provisions of this Escrow Agreement shall
         require the Escrow  Agent to expend or risk its own funds or  otherwise
         incur  any  financial  liability  in  the  performance  of  its  duties
         hereunder,  or in the  exercise  of any of its rights or powers,  if it
         shall have  reasonable  grounds for  believing  that  repayment of such
         funds or  adequate  indemnity  against  such risk or  liability  is not
         reasonably assured to it.

                  (b)      If a  controversy  arises  between one or more of the
parties hereto,  or between any of the parties hereto and any person not a party
hereto,  as to whether  or not or to whom the Escrow  Agent  shall  deliver  the
Escrow Amount or any portion thereof or as to any other matter arising out of or
relating to the Escrow Amount or this  Agreement,  the Escrow Agent shall not be
required  to  determine  the same and shall not make any  delivery of the Escrow
Amount  or any  portion  thereof  but shall  retain  it until the  rights of the
parties to the dispute shall have finally been  determined by written  agreement
among  the  parties  in  dispute  or by  final  order  of a court  of  competent
jurisdiction;  provided,  however,  that the time for  appeal of any such  final
order has expired  without an appeal  having been made.  The Escrow  Agent shall
deliver the Escrow Amount or any portion  thereof  within 10 business days after
the Escrow  Agent has  received  written  notice of any such  agreement or final
order  (accompanied by an affidavit that the time for appeal has expired without
an appeal  having been made).  The Escrow Agent shall be entitled to assume that
no such controversy has arisen unless it has received a written notice that such
a  controversy  has arisen  which  refers  specifically  to this  Agreement  and
identifies  by name  and  address  the  adverse  claimants  in the  controversy;
provided  however  that the Escrow  Agent  shall not be bound by any such notice
unless it is received  before the Escrow Agent delivers the Escrow Amount or any
portion thereof or takes any action that, but for the notice referred to in this
sentence,  is permitted  hereunder.  If a controversy of the type referred to in
this paragraph  arises,  the Escrow Agent may, in its sole discretion (but shall
not be obligated to),  commence  interpleader  or similar actions or proceedings
for determination of the controversy.

         3.       INVESTMENT.  The Agent shall  invest and  reinvest  the Escrow
Deposit and the Interest in an FDIC  insured  interest  bearing  account with no
penalty for immediate withdrawal  customarily used by the Escrow Agent to invest
funds held in circumstances similar to those contemplated hereby.

         4.       RELEASE OF ESCROW AMOUNT.

                  Subject to the  provisions of Section 5  and the last sentence
of Section 2, the Escrow  Agent shall hold the Escrow  Amount  until it delivers
the Escrow Amount in accordance with any joint written instructions  received by
the Escrow Agent from TEN and BDE.

         5.       SUCCESSOR ESCROW AGENT.

                  (a)      The Escrow Agent (and any successor Escrow Agent) may
at any time  resign as such by  delivering  the Escrow  Amount to any  successor
Escrow Agent jointly  designated in writing by TEN and BDE, whereupon the Escrow
Agent shall be discharged of and from any and all further obligations arising in
connection with this Escrow Agreement. The resignation of the Escrow Agent shall
take effect on the earlier of the appointment of a successor escrow agent or the
day which is 30 days after the date of  delivery of the Escrow  Agent's  written
notice of resignation to the other parties hereto. In the event that a successor
escrow Agent has not been appointed at the expiration of such 30-day period, the
Escrow Agent's sole  responsibility  hereunder  shall be the  safekeeping of the
Escrow Amount and to pay such


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


Escrow  Amount as may be  specified,  in a written  agreement  signed by all the
other parties to this  Agreement or as any court of competent  jurisdiction  may
order.

                  (b)      If the Escrow Agent  receives a written notice signed
by BDE and TEN stating that they have selected another escrow agent, any portion
of the Escrow Amount invested by the Escrow Agent shall be promptly  liquidated,
and the Escrow Agent shall  deliver the Escrow  Amount to the  Successor  escrow
agent named in the aforesaid notice within 10 days.

         6.       CONSTRUCTION.  This  Agreement  shall take  effect as a sealed
instrument  and be construed  under and  governed by and enforced in  accordance
with the laws of the State of New York.

         7.       NOTICES.  Any notice or  communication  given pursuant to this
Agreement  by any  party to any other  party  stall be in  writing  and shall be
deemed given when  personally  delivered or when sent by registered or certified
mail,  return  receipt  requested,  postage  prepaid  to the  parties  at  their
addresses  set forth below or to such other  address as any party may  hereafter
designate  to the other  party by like  notice  PROVIDED  THAT no such notice or
other  communication shall be deemed given to the Escrow Agent until the same is
received by the Escrow Agent.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>



(a) If to BDE:

          /s/ Kevin Bermeister
         ------------------------
         6355 Topanga Canyon Blvd.
         Suite 120
         Woodland hills, CA 91367

(b) If to TEN:

         Mark Stein, General Counsel
         The Excite Network, Inc.
         One Bridge Street
         Irvington, NY 10533

(c) If to Escrow Agent:

         Martin A. Clarke, Esq.
         Edwards & Angell, LLP
         Three Stamford Plaza
         310 Tresser Boulevard
         Stamford, CT 06901

         8.       HEADINGS. The headings of the paragraphs of this Agreement are
inserted as a matter of convenience  and for reference  purposes only, are of no
binding effect,  and in no respect  define,  limit or describe the scope of this
Agreement or the intent of any paragraph.

         9.       COUNTERPARTS.  This  Agreement  may be signed in any number of
counterparts  with the same  effect as if the  signatures  to each were upon the
same instrument.

         10.      ENTIRE  AGREEMENT.   This  Agreement   represents  the  entire
understanding  and  agreement  between  the parties  hereto with  respect to the
subject matter hereof,  supersedes all prior  negotiations  between the parties,
and can be amended, modified, supplemented,  extended, terminated, discharged or
changed only by an agreement in writing which makes  specific  reference to this
Agreement and which is signed by the party intended to he bound thereby.

         11.      TAX REPORTING.  For tax reporting purposes,  interest shall be
deemed for the account of BDE, EIN# 95-4592204.

         12.      SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon
and inure  solely to the benefit of the  parties  hereto  and   their  permitted
successors and assigns and shall not be enforceable by or create or evidence any
right of any third party.

         13.      SEVERABILITY.  Any  provision of this  Agreement  which may be
determined   by  a  court  of  competent   jurisdiction   to  be  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such  prohibition or  unenforceability  without  validating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction  shall not  invalidate or render  unenforceable  such provisions in
any other jurisdiction.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement to be duly executed in its name and on its behalf,  all as of the date
first above written.





                                         THE EXCITE NETWORK, INC.
                                         EDWARDS & ANGELL, IMP



                                    By:  /s/ Jonas Steinman
                                         --------------------------------
                                         Name:  Jonas Steinman
                                         Title: Co-CEO



                                         BRILLIANT DIGITAL ENTERTAINMENT, INC.



                                    By:  /s/ Kevin Bermeister
                                         --------------------------------
                                         Name:  Kevin Bermeister
                                         Title: CEO


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    EXHIBIT E


                                       ***


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


                                    EXHIBIT F

                                      EULA

"MY SEARCH" SEARCHBAR END USER LICENSE AGREEMENT -

BY CLICKING ON THE "SUBMIT",  "DOWNLOAD",  "I ACCEPT" OR SUCH SIMILAR  BUTTON OR
LINK AS MAY BE DESIGNATED  FOR PURPOSES OF INITIATING THE DOWNLOAD OF THE MY WAY
SPEEDBAR SOFTWARE PRODUCT (THE "APPLICATION") AND DOWNLOADING AND INSTALLING THE
"MY SEARCH"  SEARCHBAR  SOFTWARE  APPLICATION,  YOU AGREE TO BE LEGALLY BOUND BY
THESE LICENSE TERMS AND CONDITIONS.

1.       LICENSE GRANT

Subject  to the terms and  conditions  of this  Agreement,  My Way  grants you a
non-exclusive,  revocable, limited license, to (a) download and install the most
current version of the Application  (including all updates  thereto) and (b) use
the  Application(s)  you download and install for your personal,  non-commercial
purposes.

2.       LICENSE CONDITIONS

You may not rent, sell, lease, sublicense,  distribute, assign, copy (other than
a  single  copy for your  own  backup  purposes),  or in  any way  transfer  any
Applications  or use any  Application for the benefit of any third party through
any  outsourcing  or time sharing  arrangement  or through the  operation of any
service bureau. You may not modify, reverse-engineer, decompile, disassemble, or
otherwise  discover  the  Applications,  or  attempt  to do so for  any  reason.
Further, you may not access, create or modify our source code in any way. You do
not have the right to and may not create  derivative works of our  Applications.
All modifications or enhancements to our Applications  remain our sole property.
You  understand  that we, in our sole  discretion,  may modify or discontinue or
suspend your right to access any of our services or use any  Application  at any
time,  and we may at any time suspend or  terminate  any license  hereunder  and
disable any  Applications  you may already have  accessed or  installed  without
prior notice or further obligation to you.

We  reserve  the right to add  additional  features  or  functions  to  existing
Applications.  When  installed on your  computer,  an  Application  periodically
communicates with our servers.  We may require the updating of an Application on
your computer when we release a new version of an  Application,  or when we make
new features  available.  This update may occur  automatically  or through other
means and may occur all at once or over multiple  sessions.  You understand that
we may require your review and acceptance of our then-current privacy policy and
end user license  agreement  before you will be permitted a limited  license for
any subsequent  versions of our Applications.  You acknowledge and agree that we
have no  obligation  to make  available  to you any  subsequent  versions of our
Applications.

3.       OWNERSHIP

You acknowledge  and agree that the Application is licensed,  not sold to you by
The Excite Network,  Inc.,  d/b/a/ My Way. You agree that My Way owns all of our
Applications,  including all Intellectual Property Rights in or relating to each
Application,  except as otherwise  specified or expressly granted to you in this
Agreement.  "INTELLECTUAL  PROPERTY  RIGHTS" means,  collectively,  rights under
patent,  trademark,  copyright and trade secret rights recognized in any country
or  jurisdiction  worldwide,  including,  without  limitation,  moral or similar
rights. You may not delete, alter, or remove any copyright,  trademark, or other
proprietary  rights  notice we have  placed on any  Application.  All rights not
expressly  granted  hereunder  are  expressly  reserved  to My Way and My  Way's
licensors.  "My Way",  "My  Search",  and "My  SearchHub"  and  "Searchbar"  are
trademarks of The Excite Network, Inc, d/b/a My Way. All Rights Reserved.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


4.         CONTENT AND INFRINGEMENT

You understand that all content, including,  without limitation all data, links,
articles,  search results,  graphic or video messages and all information,  text
software,  music, sound, graphics or other materials ("'Content") made available
or  accessible  through  the  Applications  on  our  servers,  whether  publicly
available or privately  transmitted,  is the sole  responsibility  of the entity
from whom it originated.  You understand and agree that by using an Application,
you may be exposed to Content that may be offensive,  indecent or  objectionable
in your community.  You agree to accept all risks associated with the use of any
Content, including any reliance on the accuracy or completeness of such Content.
Under  no  circumstances  will My Way be  liable  in any  way  for any  Content,
including,  but not limited to, for any errors or omissions  in any Content,  or
for loss or damage of any kind  incurred  as a result of the use of any  Content
posted or transmitted via the Application.

We are not responsible for any content such as audio,  video,  text or any other
files owned by users of our  Applications.  All of our Applications are exposed,
to various  security  issues,  and should be regarded as unsecure.  By accepting
this Agreement, you indicate that you understand,  acknowledge and agree that by
using our  Applications,  you may be  subject to various  risks,  including  the
exposure  of data you have  downloaded  or have  offered to share,  and that you
accept all such risk as solely your risk and responsibility.

In addition,  all content made available or accessed through out Applications is
the property of the applicable  content owner and may be protected by applicable
laws  including  without  limitation  those  relating to  Intellectual  Property
Rights. This Agreement gives you no rights to such content.

My Way  respects  and  expects  its users to  respect  the  rights of  copyright
holders.  On notice,  My Way will act  appropriately to remove content under our
control that infringes the copyright rights of others. My Way reserves the right
to disable the access to the  Applications  and our  services by anyone who uses
them to repeatedly  infringe the Intellectual  Property Rights of others. If you
believe that our services contain elements that infringe your copyrights in your
work,  please  follow our Notice and  Procedure  for Making  Claims of Copyright
Infringement at http://info.myway.com/index/idterms.html.

5.       INSTALLATION AND OPERATION

You  understand,  acknowledge  and agree  that  installation  of an  Application
PERMITS THE  DOWNLOADING  TO YOUR COMPUTER BY MY WAY OF software which allows us
to update the  Application,  and that such updates may occur  without  notice to
you,  unless the terms of this Agreement  change in a material way. You agree to
accept all such  updates  and agree that they are and shall be  governed by this
Agreement unless superceded by a successor agreement as described below.

You  further  understand,  acknowledge  and agree that in  consideration  of the
Applications,  services and information  provided to you by My Way, and in order
to make our services  functional and robust,  the Application  will  communicate
with our servers.  Such communication may occur, for example, in connection with
product  updates and fixes,  verifying  and updating your  settings,  processing
search  queries or requests  made by you through use of the  Application  and as
otherwise required to maintain and operate the Application. The Application does
not  report  back to My Way with  information  about  the sites you visit on the
Internet or collect any information  that you provide you to any such web sites.
You hereby consent to such  communications  and our use of such information.  If
you wish to  withdraw  your  consent to our  gathering  and use of such data and
information, uninstall our applications.

You understand  that you may uninstall any  Application at any time by using the
Windows add/remove programs function or following the instructions listed on our
website   at   http://help.myway.com/features/speedbar.html#q4.    However,   by
uninstalling the Application,  you will be unable to access our services and, in
some instances, unable to use software with which the Application was bundled.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


6.       YOUR OBLIGATIONS

You represent and warrant that you are either the owner or an authorized user of
the computer  where our  Application  is installed.  You agree to provide and to
maintain  fully  accurate,  complete  and  current  information  related  to any
registration  for the  Applications and our services and information that may be
required  in the course of your use of our  services.  If My Way has  reasonable
grounds to suspect  that such  information  is  inaccurate,  not  current or not
complete, My Way has the right to suspend or terminate your account, deny any or
all use of the  Applications or our services,  and pursue any appropriate  legal
remedies.  You agree  that we shall  have the right to use the  information  you
provide to us for the purposes described in this Agreement and in furtherance of
your use of our services. You may use our services only for lawful purposes. The
services  described  herein are  subject  to, and you agree that you sell at all
times comply with, all local, state, national, and international laws, statutes,
rules,  regulations,  ordinances  and the like  applicable  to use of the My Way
services  and  Applications.  You  agree  not to use  the  My Way  services  and
Applications  to conduct any business or activity or solicit the  performance of
any activity,  which is prohibited by law, or any contractual provision by which
you are bound.

7.       ACCESS AND INTERFERENCE; PASSWORDS

You agree that you will not use any robot,  spider,  other  automatic  or manual
device or process to interfere or attempt to interfere  with the proper  working
of  any  of  our  Applications,  services  or  content,  except  to  remove  our
Applications  from a computer of which you are an owner or authorized  user. You
may not violate or attempt to violate the security of our  services.  We reserve
the right to investigate occurrences which may involve such violations,  and may
involve,  and cooperate with, law enforcement  authorities in prosecuting  users
who  have   participated  in  such  violations.   You  agree  that  it  is  your
responsibility to install anti-virus  software and related  protections  against
viruses,  Trojan horses, worms, time bombs,  cancelbots or other techniques that
may have the effect of damaging, destroying, disrupting or otherwise impairing a
computer's functionality or operation, which may inadvertently be transferred to
your computer through your use of our Applications.

In order to access certain services or use certain features of our Applications,
you may be required to pay fees, accept additional terns and conditions  and/or,
establish an account including an unique  identification  code or name (an "ID")
and  password  (a  "Password").  You are the  sole  and  exclusive  owner of any
Password  and ID  combination  issued  or  chosen  by to  you.  Maintaining  the
confidentiality  and  security  of your  Password(s)  and ID(s) is  solely  your
responsibility.  You are fully  responsible  for the use and  protection of each
Password and ID issued to or chosen by you and for all  transactions  undertaken
by means of any account opened, held, accessed or used via such Password and ID.
You shall notify us immediately and confirm in writing any  unauthorized  use of
accounts or any breach of security, including without limitation any loss, theft
or unauthorized use of your Password(s), and/or ID(s) or any related account. If
we have reasonable  grounds to suspect that the security of your Password and/or
ID has been compromised, we have the right to suspend or terminate your account,
refuse  any and all  current  or future  use of the  services,  and  pursue  any
appropriate legal remedies.  We shall not be responsible for any losses incurred
in connection with any misuse of any Password or ID.

8.       ELECTRONIC SIGNATURES AND AGREEMENTS

You  acknowledge  and agree that by  clicking  on the button  labeled  "SUBMIT",
"DOWNLOAD",  "I ACCEPT" or such similar  links as may be designated by My Way to
download the software to accept the terms and conditions of this Agreement,  you
are submitting a legally  binding  electronic  signature and are entering into a
legally  binding  contract.  You acknowledge  that your  electronic  submissions
constitute your agreement and intent to be bound by this Agreement.  Pursuant to
any applicable statutes, regulations, rules, ordinances or other laws, including
without  limitation  the  United  States  ELECTRONIC  SIGNATURES  IN GLOBAL  AND
NATIONAL  COMMERCE  ACT,  P.L.  106-229  (THE  "E-SIGN  ACT") or  other  similar
statutes,  YOU  HEREBY  AGREE TO THE USE OF  ELECTRONIC  SIGNATURES,  CONTRACTS,
ORDERS AND OTHER  RECORDS AND TO  ELECTRONIC  DELIVERY OF NOTICES,  POLICIES AND
RECORDS OF  TRANSACTIONS  INITIATED  OR  COMPLETED  THROUGH THE  APPLICATION  OR
SERVICES OFFERED BY MY WAY. Further, you hereby waive any rights or requirements
under  any  statutes,  regulations,  rules,  ordinances  or  other  laws  in any
jurisdiction  which  require an original  signature  or delivery or retention of
non-electronic  records, or to payments or the granting of credits by other than
electronic means.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


9.       DISCLAIMER OF WARRANTY

YOU ACCESS AND USE OUR  APPLICATIONS  AND  SERVICES  AND ANY  CONTENT  AVAILABLE
THROUGH OUR SERVICES OR ON OUR WEBSITE AT YOUR SOLE RISK.

WE PROVIDE THE  APPLICATIONS  AND THE CONTENT ON AN "AS IS," AND "AS  AVAILABLE"
BASIS  WITHOUT  WARRANTY  OF ANY KIND,  EITHER  EXPRESS,  IMPLIED OR  STATUTORY,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE,  TITLE,  CUSTOM,  TRADE, QUIET ENJOYMENT,  ACCURACY OF
INFORMATION CONTENT, SYSTEM INTEGRATION OR NON-INFRINGEMENT.

WE MAKE NO  REPRESENTATIONS  OR WARRANTIES  CONCERNING THE SERVICES  PROVIDED BY
THIRD PARTIES ACCESSIBLE ON OR THROUGH OUR APPLICATIONS OR SERVICES.

NEITHER  WE NOR  OUR  DIRECTORS,  OFFICERS,  EMPLOYEES,  PARENTS,  SUBSIDIARIES,
AFFILIATES,  AGENTS, CONTRACTORS,  THIRD PARTY VENDORS, FACILITIES,  INFORMATION
PROVIDERS,  LICENSORS,  NOR  ANY  EXCHANGES,  CLEARING  ORGANIZATIONS  OR  OTHER
SUPPLIERS  PROVIDING DATA,  INFORMATION OR SERVICES (EACH A "PROVIDER") MAKE ANY
REPRESENTATION  OR  WARRANTY:  (A) AS TO  THE  TIMELINESS,  SEQUENCE,  ACCURACY,
COMPLETENESS,  RELIABILITY OR CONTENT OF THE APPLICATIONS OR THE SERVICES OR ANY
INFORMATION,   SERVICE  OR  TRANSACTION   PROVIDED  THEREBY,  OR  (B)  THAT  THE
APPLICATIONS   OR  THE  SERVICES  WILL  BE  AVAILABLE  OR  WILL  OPERATE  IN  AN
UNINTERRUPTED OR ERROR-FREE  MANNER,  (C) THAT ERRORS OR DEFECTS  RELATED TO THE
APPLICATIONS  OR THE SERVICES  WILL BE CORRECTED OR (D) THAT WE CAN IDENTIFY AND
IDENTIFY THEFT. WE ALSO DO NOT WARRANT THAT THE  APPLICATIONS OR THE SERVICES OR
THE INFORMATION  AVAILABLE  THROUGH THE SERVICES,  IS  APPROPRIATE,  ACCURATE OR
AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION.

THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

The  above  exclusions  may not  apply in  jurisdictions  that do not  allow the
exclusion of certain implied warranties.

10.      TERMINATION

You may terminate this Agreement at any time by uninstalling  and destroying all
copies of our Applications in your possession or control.  We may terminate this
Agreement,  disable  Applications; or cease providing any service at any time in
our sole discretion.

11.      LIMITATION OF LIABILITY

YOU EXPRESSLY  ACKNOWLEDGE  AND AGREE THAT IN NO EVENT WILL MY WAY, ITS PARENTS,
SUBSIDIARIES,  OR  AFFILIATES  OR  THEIR  EMPLOYEES,  DISTRIBUTORS,   SUPPLIERS,
MERCHANT  PARTNERS,  ADVERTISERS,  DIRECTORS OR AGENTS (EACH A "PROTECTED PARTY,
COLLECTIVELY   "PROTECTED   PARTIES")  BE  LIABLE  FOR  ANY  DIRECT,   INDIRECT,
INCIDENTAL,  SPECIAL,  PUNITIVE,  CONSEQUENTIAL  OR  EXEMPLARY  DAMAGES OR OTHER
RELIEF ARISING OUT OF, OR RELATED TO, THIS AGREEMENT OR TO YOUR USE OR INABILITY
TO USE ANY OR ALL OF THE APPLICATIONS OR SERVICES INCLUDING, WITHOUT LIMITATION,
LOST PROFITS,  LOST BUSINESS OR LOST OPPORTUNITY,  GOODWILL, OR OTHER INTANGIBLE
LOSSES (EVEN IF MY WAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

SOLELY TO THE EXTENT THE  FOREGOING  LIMITATION OF LIABILITY IS, FOR ANY REASON,
HELD TO BE  INAPPLICABLE  OR  UNENFORCEABLE  IN WHOLE OR IN PART,  THEN MY WAY'S
AGGREGATE  LIABILITY,  FOR ANY REASON AND FOR ANY CAUSE OF ACTION AND ANY THEORY
OF LIABILITY,  ARISING OUT OF OR RELATED TO THE SERVICES OR THIS


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


AGREEMENT  SHALL BE LIMITED TO THE LESSER OF DAMAGES  ACTUALLY  INCURRED  OR THE
AVERAGE  REVENUE  RECEIVED  BY MY WAY PER USER OF THE  APPLICATION  PER MONTH AS
CALCULATED  BY MY WAY  BASED  ON THE  USE OF THE  APPLICATIONS  (AND  NOT  OTHER
PRODUCTS OR  SERVICES  OFFERED BY MY WAY)  MULTIPLIED  BY THE NUMBER OF COMPLETE
MONTHS  YOU HAVE BEEN AN  APPLICATION  USER.  THE  PROTECTED  PARTIES  ASSUME NO
LIABILITY  HEREUNDER  FOR, AND SHALL HAVE NO  OBLIGATION TO DEFEND YOU OR TO PAY
COSTS,  DAMAGES OR ATTORNEYS'  FEES FOR, ANY CLAIM BASED UPON: (I) ANY METHOD OR
PROCESS IN WHICH OUR  APPLICATION  MAY BE USED BY YOU; (II) ANY RESULTS OF USING
OUR  APPLICATION;  (III) ANY USE OF OTHER  THAN A CURRENT  RELEASE OF ONE OF OUR
APPLICATIONS;  OR  (IV)  THE  COMBINATION,  OPERATION  OR  USE  OF  ANY  OF  OUR
APPLICATION(S) WITH THIRD PARTY PROGRAMS OR DATA.

BECAUSE  SOME  STATES  OR  JURISDICTIONS  DO  NOT  ALLOW  THE  EXCLUSION  OR THE
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL  DAMAGES, IN SUCH STATES
OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

12.      EXPORT CONTROLS

The  Applications  and the  Underlying  information  and  technology  may not be
downloaded or otherwise  exported or  re-exported  (i) into (or to a national or
resident of Afghanistan, Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria
or any other country to which the U.S. has embargoed goods; or (ii) to anyone on
the U.S. Treasury Deparment's list of Specially Designated Nationals or the U.S.
Commerce  Department's  Table  of Deny  Orders.  By  downloading  or  using  our
Applications,  you agreeing to the  foregoing and you represent and warrant that
you are not located  in,  under the control of, or a national or resident of any
such country or on any such list,  and that you will  otherwise  comply with all
applicable export control laws.

13.      NOTICE TO GOVERNMENT END USERS

Any Applications,  software and documentation  hereunder downloaded or otherwise
installed for or on behalf of the United States of America,  its agencies and/or
instrumentalities  ("U.S.  Government"),  is provided with Restricted  Rights as
"Commercial Items," as that term is defined at 48 C.F R. ss.2.101, consisting of
"Commercial Computer Software" and "Commercial Computer Software Documentation,"
as such  terms are used in 48 C.F.R.  ss.12.212  or 48  C.F.R,  ss.227.7202,  as
applicable.  Pursuant  to  Federal  Acquisition  Regulation  12.212  (48  C.F.R.
ss.12.212),  the U.S.  Government  shall have only those rights specified in the
license  contained  herein.  The U.S.  Government  shall not be  entitled to (i)
technical  information that is not customarily provided to the public or to (ii)
use,  modify,  reproduce,  release,  perform,  display,  or disclose  commercial
computer  software  or  commercial  computer  software  documentation  except as
specified  herein.  Use,  duplication,  or disclosure by the U.S., Government is
subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in
Technical  Data  and  Computer   Software   clause  at  DFARS   252.227-7013  or
subparagrapbs  (c)(1) and (2) of the Commercial  Computer  Software - Restricted
Rights at 48 C.F.R. 52.227-19, as applicable.

14.      APPLICABLE LAW

By  accessing  or using our  Applications  or our  services,  you agree that the
substantive  laws of the State of New York shall govern all matters  relating to
or arising from this Agreement,  and the use (or inability to use) any or all of
the services or our Applications,  and that such laws shall apply without regard
to principles of conflict of laws. Subject to the dispute resolution  procedures
set forth below,  you hereby submit to the exclusive  jurisdiction  and venue of
the  appropriate  State and Federal courts located in  Westchester  County,  New
York,  with respect to all matters arising out of or relating to this Agreement.
The United Nations  Convention on Contracts for the International  Sale of Goods
does not apply to this  Agreement.  You agree that  regardless of any statute or
law to the contrary,  any claim or cause of action  arising out of or related to
use of the My Way Service,  any Application or the My Way Privacy Policy must be
filed  within  one (1) year  after  such  claim or cause of  action  arose or be
forever barred.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


15.        ARBITRATION

Any claim or  controversy  arising out of or related to this  Agreement,  or the
products  or services we provide or  distribute  shall be settled by  individual
binding  arbitration  in accordance  with the rules of the American  Arbitration
Association then effective. Any such claim or controversy shall be arbitrated on
an  individual  basis and shall  not be  consolidated  with a claim of any other
party.  Further,  in any  such  dispute,  under  no  circumstances  will  you be
permitted  to obtain  awards  for,  and you  hereby  waive  all  rights to claim
punitive,  incidental or consequential damages, and you further waive all rights
to have damages  multiplied  or  increased.  This shall not preclude My Way from
seeking  any  injunctive  relief for  protection  of our  Intellectual  Property
Rights.  The arbitration  shall take place in Irvington,  New York or such other
location as the parties may  mutually  agree.  The  arbitrator(s)  shall issue a
reasoned award, and any judgment on the award rendered by the  arbitrator(s) may
be entered in any court of competent  jurisdiction.  The arbitrator(s) will each
be a natural person who has never been employed  (either as an employee or as an
independent  consultant) by either of the parties, or any parent,  subsidiary or
affiliate  thereof,  and will be  generally  familiar  with the  business of the
parties.  The arbitrator(s) may upon request exclude from use in the arbitration
proceeding  any  evidence not made  available  to the other party  pursuant to a
proper discovery  request.  The cost of the arbitration will be borne equally by
the  parties.  The  parties,  their  representatives,  other  participants,  the
arbitrator(s)  and  the   administrator(s)  of  the  arbitration  will  hold  in
confidence the existence,  content and outcome of the  arbitration.  The parties
understand  that: (i) arbitration is final and binding on the parties;  (ii) the
parties are waiving their right to seek  remedies in court,  including the right
to a jury trial; (iii) pre-arbitration  discovery is generally more limited than
and different from court procedures;  and (iv) any party's right to appeal or to
seek modification of rulings by the arbitrators is strictly limited.

16.        SUCCESSOR AGREEMENTS

The terms of this Agreement may change from time to time. You should, check back
at the website regularly to determine if any material changes have been made. We
will  prominently  post material  changes on the My Way website at least 14 days
prior to the  effective  date of the change and will also attempt to provide you
with an online notice informing you when such material changes have been made to
this  Agreement,  which notice shall  contain an active link that you can use to
view a web page containing or linking to the revised Agreement.

You agree that your  continued use of any  Application or our services after the
effective date of any change will  constitute your  affirmative  consent to this
revised Agreement.  If you do not accept such revisions,  you must affirmatively
indicate to us by e-mail to uninstall@help.myway.com  that you do not accept the
successor  Agreement and remove all of our  Applications  from your computer and
cease all  access to and use of our  services  hereunder.  Failure to remove our
Applications from your computer will be deemed an acceptance of the terms of the
most current Agreement.

17.        ORDER OF PRECEDENCE

This  Agreement  and any accepted  successor  Agreement  governs your use of our
Applications  and our  services  as  described  herein.  To the extent  that any
provision of this Agreement,  or any supplemental  agreement offered as any part
of any registration for additional Applications or services,  conflicts with any
provision  of other  agreements  between you and My Way or any of its related or
affiliated entities, the terms of the then-current  Agreement,  shall, as to the
specific subject matter of this Agreement,  take precedence over the conflicting
terms) of the other agreement.

18.        GENERAL

This Agreement,  as modified from time to time as described above, and including
the My Way Privacy Policy, Terms of Service and any other policies  incorporated
by reference,  sets forth the entire  understanding  and  agreement  between the
parties.  Without  limiting any other remedy  available to us, we may suspend or
terminate  this  Agreement and your access to the  Applications  or our services
under this Agreement if we have reason to believe that you have failed to comply
with your  obligations  under this Agreement.  Upon  termination,  cancellation,
suspension or  expiration of this  Agreement for any reason and by either party,
you  agree to cease  all use of the  Applications  and our  services.  Except as
otherwise  provided in this Agreement,  you shall not thereby be entitled to any
refund or credit. No delay or failure to enforce any provision of this Agreement
will constitute a waiver of such provision by My Way or acts as estoppel against
later  enforcement.  Subject to the terms of the Order of  Precedence  set forth
above, this Agreement


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.

<PAGE>


constitutes  the entire  agreement  between  you and My Way with  respect to the
specific  subject  matter  addressed  herein,   and  governs  your  use  of  the
Applications and our services,  superseding any prior agreements between you and
My Way or its affiliates or related  entities  relating to such subject  matter,
but this  Agreement may be  supplemented  by any other  agreement you enter into
with My Way or its affiliates or related entities  pursuant to a registration to
access  additional  Applications  or  services.  You may not  assign any of your
rights or delegate  any of your  obligations  under this  Agreement  without the
prior  written  consent of My Way. My Way shall not be deemed to be in breach of
this Agreement due to any delay or failure of performance or interruption in the
availability  of the Services  resulting  directly or indirectly from any act of
nature or other cause beyond the reasonable  control of My Way. If any provision
of this Agreement is found by a court of competent  jurisdiction  to be invalid,
the parties  nevertheless agree that the court should endeavor to give effect to
the  parties'  intentions  as  reflected  in the  provision,  and that the other
provisions of this Agreement remain in full force and effect. Sections 2-4, 7-15
and  18  of  this  Agreement  will  survive  any  expiration,   cancellation  or
termination of this Agreement.  The section  headings used in this Agreement are
for convenience only and have no legal or contractual effect.

Without limiting the foregoing,  My Way Software  Products and My Way's Services
are not intended for use by or availability to persons under the age of 13.

IF YOU ARE UNDER 13 YEARS OF AGE,  YOU MAY NOT  DOWNLOAD,  INSTALL OR USE ANY MY
WAY SOFTWARE PRODUCT OR APPLICATION AND YOU MAY NOT ACCESS THE SERVICES.


VERSION: 1.4
 EFFECTIVE DATE:  March 6, 2003.


***  Terms  represented  by  this  symbol  are  considered  confidential.  These
confidential  terms  have been  omitted  pursuant  to a  Confidential  Treatment
Request filed with the Securities and Exchange  Commission ("SEC") and have been
filed separately with the SEC.