<PAGE>

June 2, 1997

Mr. Mark Dyne
Chairman and CEO
Brilliant Digital Entertainment, Inc.
6355 Topanga Canyon Boulevard Suite 513
Woodland Hills, CA 91367

Re: SITE MANAGEMENT AGREEMENT FOR CSI

Dear Mark:

CompuServe Incorporated ("COMPUSERVE") and Brilliant Digital Entertainment, Inc.
("MANAGER" or "YOU") desire to enter into this Agreement with each other.  Under
this Agreement, you agree to manage a Forum-Registered Trademark- area,
"Product" area or another form of content site which CompuServe intends to make
available to customers of CompuServe by way of information services of
CompuServe.  Capitalized terms used in this Agreement have the meanings given
them in this letter or its attachments.

     1.   THE SITE AND THE SERVICE.  Manager agrees to manage the Site in
cooperation with and support of CompuServe's operation and control of the
Service and as a part of the Service. "SITE" means the organized set of content
(which may include, among other things, images, text, computer programs, sounds,
video and other works, information, products, services and features) and/or
functionality referenced in Section 2 of this letter [SITE SET-UP AND
DESCRIPTION] and with respect to which Manager has hereby agreed to provide the
services specified in this letter.  The "SERVICE" means CompuServe's information
service[s] known as: "CSi," consisting of the sites, areas, content, features,
functions, services and other characteristics offered and continued from time to
time by CompuServe as a part of such information service[s] and identified by
CompuServe as such from time to time.

     2.   SITE SET-UP AND DESCRIPTION.

          A.   Manager shall set up the Site so that it is arranged and
otherwise technically configured so that it is compatible with the various
standards (systems-related, stylistic and otherwise) necessarily incident to, or
established and communicated by CompuServe from time to time for, the Service or
its various parts (the "SERVICE STANDARDS").

<PAGE>

          B.   Manager shall develop and maintain the Site so that it has the
characteristics and meets the parameters set forth in this Section 2(B) (the
"SITE CHARACTER").

               i.   SITE CHARACTER, SUBJECT MATTER AND PURPOSE.

                         a.   The Site shall be dedicated to the following
subject matter: multipath movies, serials and episodes, and other content to be
developed as mutually agreed upon.

                         b.   The Site shall be geared to an audience having the
following characteristics: Members between the ages of 35-50 and their children,
high average household income; owns PC and peripherals and wants experience that
entertains; college educated; works in a white collar profession, or is a
family-member of a white collar professional.

                         c.   The Site shall also have the following additional
characteristics: updated frequently, and some degree of unique content

               ii.  SPECIFIC SITE DESCRIPTION: CONTENT, KINDS OF CONTENT AND
                    CONTENT AREAS OF THE SITE.

               The Site shall include content consistent with the Site Character
described above.  In particular, the Site will contain primarily the following-
described software, research information, service transaction capabilities,
digitized files or other goods or service offerings available for immediate
download subject to terms and conditions of site agreement, use, receipt or
other fulfillment: the multipath engine, Digital projector, and the specific
files for various episodes, movies, and serials (the "RESOURCE(S)").

               CompuServe acknowledges that Manager shall attempt to solicit
offers from users of the Site for purchases of Resource(s).  Manager agrees to
at all times act with professionalism, honesty, reasonableness and fairness in
all dealings with third parties, and to provide CompuServe immediately with any
information CompuServe may request and which is directly or indirectly available
to Manager, even if such information is otherwise available to CompuServe.  The
Resource(s) are represented by Manager, and therefore acknowledged by
CompuServe, as being owned or licensed to Manager or to the following named
person or entity:

               Brilliant Digital Entertainment, Inc.
               Mr. Mark Dyne
               Chairman and CEO
               6355 Topanga Canyon Boulevard Suite 513
               Woodland Hills, CA 91367

CONFIDENTIAL TO COMPUSERVE INCORPORATED                                   PAGE 2

<PAGE>

               The Site will also include the following additional types of
content or areas: a Brilliant Digital Entertainment (BDE) Forum, which will
consist of a message (or "bulletin board") section, a library section and a
conferencing (or "chat") area.  Furthermore, Manager agrees that these sections
and areas of the Site shall conform to the framework typical of Forum-Registered
Trademark- areas on the Service.  The library section may include additional
databases or other materials that the Manager owns or is properly licensed to
use in the Site, provided that including such content is consistent with the
Site Character and is otherwise in compliance with this Agreement.

               Manager represents, warrants and covenants to CompuServe that it
will make it clear to all who use the Site: (1) that CompuServe does not
warrant, verify or endorse the reliability, reputation or quality of performance
of Manager; (2) that any transactions pertaining to the Resource(s) are strictly
between Manager and the user; (3) that CompuServe's sole function with respect
to the transaction is to provide a communication and/or delivery service for use
by the Manager and the user; (4) that CompuServe is not responsible (A)
regarding the Resource(s), their merchantability, fitness for a particular
purpose, title, quality, condition, performance or potential for causing harm,
(B) regarding any transaction concerning the Resource(s) nor (C) regarding any
failure of Manager or any other person to perform or refrain from performing any
act, to use due care or to comply with any law, regulation, contract or other
duty; (5) Manager's policies in respect of time and details of delivery,
returns, refunds, prices, costs, taxes, credit and other matters known to be
important to potential customers for the Resources; and (6) Manager's business
address and relevant contact information.  Any such notices or communications
shall be subject to CompuServe's review and approval from time to time.

FURTHER DETAILED DESCRIPTION OF THE SITE:
1.   Brilliant Digital Entertainment Inc. HTML Site - this site will be
     available on a CompuServe-hosted HTML page only.  It will contain the
     Digital Projector for download, which will be the engine on which the
     multipath movies, serials, and episodes are played.  The site will also
     include the episodes, movies and serials that are available to view for a
     price, as outlined in Schedule A of this Agreement. CompuServe users shall
     pay prices that are a minimum of CONFIDENTIAL INFORMATION OMITTED AND FILED
     SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION% less than on the
     Internet sites.

2.   Brilliant Digital Entertainment Inc. Forum - this area will contain
     materials and discussion related to the multipath movies, serials and
     episodes.

               Manager shall keep the Site up-to-date and use its commercially
reasonable efforts to keep the Site compelling for the above-contemplated
audience, and shall also add to the Site all updates, improvements and
enhancements developed by or otherwise available to Manager as fits the Site
Character and as pertains to the content available in the Site from time to
time.

CONFIDENTIAL TO COMPUSERVE INCORPORATED                                   PAGE 3

<PAGE>

               Unless authorized by CompuServe in writing, Manager shall include
or permit in the Site only content or other services or features as specified
above.  Manager agrees it will not discontinue in the Site any particular
category of or distinct portion of the Site's content unless authorized by
CompuServe in writing, but this shall not be construed as precluding Manager
from performing routine updating and maintenance of the Site's content.

               Manager shall support and manage all activities relating to
functionality and use associated with the Site or its various elements, for
example uploads and downloads of files by users where that capability applies.

               Manager acknowledges that it is familiar with the Service's end
user agreement terms posted online (the "MEMBER AGREEMENT"), and the rights of
CompuServe to amend same.  Manager agrees that this Agreement shall not in any
event be construed in a manner that would be inconsistent with rights of members
or those of CompuServe under the Member Agreement as amended from time to time.
Manager shall neither act nor omit to act in any way that would be inconsistent
with such rights or with the terms of such Member Agreement.

               iii. SERVICE STANDARDS PERTAINING TO THE SITE.

                    Manager shall develop, maintain and manage the Site so that
it conforms with CompuServe's Service Standards (defined above).  The Service
Standards comprise such standards as are communicated by CompuServe in
CompuServe's Sysop Manual and in other publications, compilations, documentation
and communications issued by CompuServe.  Manager acknowledges it has received a
copy of the Sysop Manual.  CompuServe may change the Service Standards in its
sole discretion, but shall provide Manager reasonable notice of these changes.
As additional Service Standards, Manager, in coordination with CompuServe's
appropriate business contact person, (a) shall be sure that CompuServe's
contractor retained for certain content review purposes has determined or has
all information necessary to determine whether (or to what extent) the Site
ought to be placed within parental control utilities arranged for by CompuServe,
and Manager shall comply and cooperate in connection with any such
determination, and (b) shall cooperate and assist with any initiatives of
CompuServe to implement technology known as (or similar to) "remote password
authentication" (or RPA), and/or related technology.

     3.   MANAGING THE SITE. The Manager shall: (A) maintain the availability of
the Site on the Service and encourage and facilitate activity in the Site; (B)
set up, maintain and manage the Site so that it continuously conforms with the
Site Character; (C) remain familiar with and, with respect to the Site, notify
CompuServe of a breach of the Member Agreement (defined above), as amended from
time to time, provided that such notification obligation shall not apply if
Manager has no actual or required contact with Users and if the Site has no
interactive features or functionality; (D) diligently perform the Manager's
obligations under this Agreement to prevent and remedy, with respect to the
Site, acts or

CONFIDENTIAL TO COMPUSERVE INCORPORATED                                   PAGE 4

<PAGE>

occasions of infringement or violation of any patent, copyright, trademark,
trade secret, other intellectual property right, property right, contract or any
other right, obligation, law, regulation, court order or legal rule; (E)
maintain back-up and related procedures (using resources distinct from systems
supplied, operated or maintained by CompuServe) to enable the prompt restoration
or reconstruction of the Site's content in the event of loss of or damage to
such content; (F) review and answer all messages from users of the Site on a
prompt basis, but with no message going unanswered longer than 24 hours, except
in cases where this is not practical; (G) promptly review and manage the files
uploaded to the Site (if upload functionality is applicable to the Site),
including, without limitation, testing them for viruses, worms, cancelbots,
harmful components or corrupted data (and remedying any such situation),
reviewing them with respect to infringement and--when appropriate--merge the
files (i.e., arrange for them to be available for viewing and other contemplated
uses by users of the Site), at least once every 24 hours; (H) update the
Manager's announcement area so that messages and announcements are accurate and
current; (I) if the Site is in the nature of a Forum area (or has a chat,
messaging board or library area) visit the "Sysop Forum" regularly (but at least
once every 24 hours) for the purposes of staying familiar with matters
pertaining to the Service and for checking for messages and announcements from
CompuServe; (J) check and retrieve mail from the Manager's CompuServe e-mail box
regularly (but at least once every 24 hours); (K) to the extent the Site is
referenced in Section 2(b)(ii), above, as being in the nature of a "Product
Site," continuously review the Product content and maintain its reliability,
editing or otherwise controlling the Product content as necessary or
appropriate; and (L) continuously work to keep the Site free of abusive or
otherwise wrongful acts or omissions of others, and the effects thereof.

     The Site shall be hosted on computer facilities operated by or on behalf of
CompuServe and supplied by CompuServe for such purposes.  Manager shall comply
with CompuServe's requirements relating to these resources, including access to,
use of and the availability and limitations of such resources.

     4.   PAYMENT. In consideration of the performance of this Agreement, each
party shall pay to the other such fees and other amounts required of it in
SCHEDULE A of this Agreement.  Unless otherwise provided in SCHEDULE A, all
required payments shall be made within a reasonable time after they have become
due, usually within not more than sixty (60) days thereafter.  However, if
needed information is incomplete, or necessary calculations are unable to be
made, in time for payment to be made within this time, payment shall be due
within a reasonably prompt time after such information and/or calculations is
complete and/or can be made.  Each party shall bear its own expenses of entering
into, performing and administering this Agreement, unless otherwise set forth in
SCHEDULE A.

     Except with CompuServe's written consent, in the form of a signed amendment
to this Agreement expressly referencing this paragraph, Manager shall not
include or permit any third party to include any premium charges, surcharges or
other fee or charge in connection with the Site, or any other commercialization
or commercial activity in connection with the Site, all

CONFIDENTIAL TO COMPUSERVE INCORPORATED                                   PAGE 5

<PAGE>

such rights being reserved exclusively to CompuServe.  Except as may be
specified in this Agreement, Manager shall have no right, title or interest in
or to any finders fee or other charge in connection with any such activities
that CompuServe may conduct or authorize, nor in or to any profits or revenue of
CompuServe.

     5.   PERFORMANCE CRITERIA.

     Manager acknowledges that the Site must: (A) be and remain available to
Users and meet the Service Standards within 120 days after the setup and
availability of the site; and (B) beginning on the 121st day after initial Site
availability., have User participation in the Site of an average of two-hundred
fifty (250) unique User IDs per week (the "WEEKLY TARGET"), as measured by
CompuServe's systems, during each 4-week period immediately preceding the date
as of which the calculation is made.  Such calculations may be made (on a
rolling basis) for any week(s) ending on or after the 121st day after initial
Site availability (weeks to be 7-day calendar weeks, Sunday through Saturday,
unless otherwise established by CompuServe).  These criteria will be referred to
as the "PERFORMANCE CRITERIA."  Manager agrees that time is of the essence of
this paragraph.  The Weekly Target shall remain equal to the amount specified
above in this paragraph, unless adjusted in accordance with express terms
elsewhere in this Agreement providing for such a change.

     6.   TRAINING.  As may be requested by CompuServe from time to time,
Manager will cause up to two of its personnel to attend training in Columbus,
Ohio, as indicated in this paragraph. CompuServe shall in such cases provide
training in Columbus, Ohio for 2 individuals regarding the management and
operation of areas such as the Site, together with up to 2 copies of materials
made available in connection with such training, such as a Sysop Manual.  Such
training shall be on an as available basis, onsite at CompuServe's facilities;
Manager shall endeavor to take such training on a schedule designed to optimize
the effectiveness of such training.  CompuServe shall bear the cost of
instructors, facilities and other training resources.  Manager will be
responsible for all travel, lodging and other expenses pertaining to attending
training.  CompuServe generally will not suggest training if Manager's personnel
have previously attended such training.

     7.   MARKETING PROGRAM.
     MARKETING PROGRAM.  The parties agree to perform their respective
obligations as set forth in SCHEDULE B of this Agreement (the "MARKETING
PROGRAM").  Each party acknowledges and agrees that the arrangements set forth
in the Marketing Program are of crucial importance to the respective commercial
interests of each party and therefore commits to the other party that it shall
use commercially diligent efforts to perform such duties with a goal of maximum
effectiveness, and to cooperate as fully as is reasonably possible with the
reasonable requests of the other party regarding the timing, focus, approach and
other details pertaining to such performance.

CONFIDENTIAL TO COMPUSERVE INCORPORATED                                   PAGE 6

<PAGE>

     8.   TERM.  The initial term of the Agreement is for one (1) year.  The
Agreement will be automatically renewed for consecutive one (1) year terms
unless a party gives written notice of non-renewal at least 30 days before the
end of the then-current term.

     In the event CompuServe has with respect to a particular period or set of
circumstances paid Manager an advance, minimum or similar pre-payment and this
Agreement is terminated for any reason prior to the completion or fulfillment of
such period or circumstances, then Manager, immediately upon such termination,
shall repay CompuServe the portion thereof pertaining to such incomplete or
unfulfilled period or circumstances, on a straight-line, pro-rata basis unless
otherwise arranged.

     9.   PROMOTIONAL MATERIALS AND PUBLICITY.  Manager understands that any
trade show materials, advertising, brochures, promotional materials, marketing
materials or other publicity, whether in print, electronic form or otherwise
("PROMOTIONAL COMMUNICATIONS") that directly or indirectly make any reference to
or otherwise use any trademark, service mark or trade name of CompuServe, or
otherwise directly or indirectly reference CompuServe, the Service or the Site,
must be with the prior written approval of CompuServe in such cases.  Any such
approval requested is not to be unreasonably withheld or delayed, and no
endorsement, legal review, legal approval or verification of accuracy by
CompuServe with respect to such communications shall be inferred or construed by
virtue of any such approval or of this paragraph, such responsibilities being
the obligations of Manager.  No approval shall be inferred as continuing or pre-
approved by reason of any prior approval given by CompuServe or course of
practice.

     10.  ADDITIONAL AGREEMENT DOCUMENTS. The terms of the following documents
(including those of any additional documents they expressly reference as
binding, such as documents containing Service Standards) are an integral part of
this letter and are hereby made a part of this letter: (A) Schedule A --
Compensation; (B) Schedule B -- Marketing Program; and (c) General Terms &
Conditions (collectively, the "AGREEMENT").

THIS AGREEMENT will be effective only when and if (A) the Manager signs and
completes two copies of this Agreement under "Agreed to by Manager" below, (B)
the Manager returns them to CompuServe, and (C) CompuServe signs both copies
under "Accepted by CompuServe" below and delivers one copy to the Manager.
Without compliance with the foregoing, no delivery of this document by
CompuServe to Manager for any purpose will be binding on CompuServe in any way.
The effective date of this Agreement is the date indicated below CompuServe's
signature.

CONFIDENTIAL TO COMPUSERVE INCORPORATED                                   PAGE 7

<PAGE>

AGREED TO BY MANAGER:

Brilliant Digital Entertainment Incorporated, a California corporation

BY: /S/ Mark Dyne
Name: Mark Dyne
Title: Chairman and CEO

Notice address:

Brilliant Digital Entertainment, Inc.
6355 Topanga Canyon Boulevard Suite 513
Woodland Hills, CA 91367
Attention: Mr. Mark Dyne
Notice fax: 818-346-6303


ACCEPTED BY COMPUSERVE:

COMPUSERVE INCORPORATED, an Ohio corporation

BY:  /S/

Name:
      --------------------------------
Title: Chairman and CEO

Notice address:

CompuServe Incorporated
5000 Arlington Centre Blvd.
Columbus, Ohio 43220
ATTENTION: Legal Department
Notice fax: 614/457-9665


EFFECTIVE DATE OF THIS AGREEMENT:
                                   ---------------------------------------


BUSINESS-CONTRACT INFORMATION:


FOR MANAGER:

Name: Mark Dyne
Title: Chairman and CEO
Telephone: 818-346-3653
Fax: 818-346-6303

FOR COMPUSERVE:

Name: Alex Nikifortchuk
Title: Business Line Manager
Telephone: 614-538-3250
Fax: 614-457-0078


DOCUMENT ELEMENTS:
-    Site Management Letter Agreement (this document)
-    Schedule A -- Compensation
-    Schedule B -- Marketing Program
-    General Terms & Conditions

CONFIDENTIAL TO COMPUSERVE INCORPORATED                                   PAGE 8

<PAGE>

                                   SCHEDULE A

                                  COMPENSATION


In consideration of the performance of this Site Management Agreement, the
parties shall be entitled to compensation as set forth in this Schedule A.

1.   COMMERCE FEES.  CompuServe shall pay Manager CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION percent
(CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION%) of all funds actually collected by CompuServe for a given
month as payment by Users of the purchase price for transactions executed
within, through or on the Site ("COMMERCE FEES").  Manager is responsible for
all reports, filings, taxes, interest, penalties and other assessments due or
required by third parties in connection with such transactions. CompuServe may,
as necessary in connection with the sale of disks, establish a reserve for
returns, canceled orders and the like, and shall also be entitled to a refund or
credit in the event of returns, cancellations and the like occurring subsequent
to a corresponding payment of Commerce Fees to Manager, where CompuServe has in
good faith refunded or credited such amounts to the User(s).

2.   CONNECT-TIME FEES. CompuServe shall pay Manager a fee of CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION percent (CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION%) of the Revenue from Access to the Forum
as a basic area on the Service ("CONNECT FEES"). CompuServe reserves the right
to determine the billing rates for the Site and each part of it, whether
included in the Service as a basic or a surcharged area. This connect-time fee
shall apply until such time as the Forum is converted to HTML. At that time no
payment shall apply for any activity associated with the Forum. However, Manager
will continue to operate and manage the Forum so long as the Site remains on
CompuServe, unless otherwise agreed upon by both Parties in writing.

3.   SPONSORSHIP, PRODUCT PLACEMENT AND OTHER ADVERTISING FEES. Manager agrees
to work with CompuServe to incorporate product placement, billboards, or other
sponsorship opportunities into the multipath movies, serials, and episodes on
the Site. In the event that CompuServe sells the sponsorship or product
placement, CompuServe shall take for it's own CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION% of all funds
actually collected by CompuServe for said sponsorship or product placement, and
will pay Manager CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION percent (CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION%) of the remainder.
In the event that Manager sells the sponsorship or product placement, Manager
shall take for it's own CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION% of all funds actually collected by
Manager for said sponsorship or product placement, and will pay CompuServe
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION percent (CONFIDENTIAL INFORMATION OMITTED AND

<PAGE>

FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION%) of the remainder.

4.   BOUNTIES. CompuServe shall pay Manager the fee set forth below
("BOUNTY(IES)") for individuals who become qualified Users during a given month
while this Agreement is in effect and have been acquired as new members of the
Service through Manager's execution of the marketing program set forth in
SCHEDULE B, attached (the "MARKETING PROGRAM"). A bounty will be paid to Manager
for a qualified User that was obtained through Manager's efforts prior to the
termination. A "QUALIFIED USER" is a new member of the Service who: (a) does not
have an existing membership to the Service; (b) becomes a member of the Service
in direct response to Membership Kits (defined in SCHEDULE B) or a toll-free
inquiry phone number specifically designated for Manager's use in executing the
Marketing Program; and (c) remains a member of the Service in good standing for
at least three (3) paid months.

 Bounty Fee: A one-time bounty payment of $CONFIDENTIAL INFORMATION OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION per qualified User.

5.   SPONSORED ACCOUNT(S). CompuServe shall provide Manager with two (2) User
ID(s) to allow Manager to Access the Service.  The maximum permitted usage
through each User ID is one-hundred fifty (150) hours per month per User ID, to
be used primarily in connection with Manager's performance of its
responsibilities as defined in this Agreement.

     CompuServe may, in its sole discretion, charge You for any use of the
Service or other CompuServe resources that exceeds the above-stated amount.  All
calculations are made at then-current rates.  You are responsible for paying
local, long-distance and other communications charges You incur while using a
communications network other than CompuServe's. In using the Service or other
resources that CompuServe provides, you and your employees and agents are bound
by the Member Agreement (as amended from time to time) posted on the Service,
and the terms of any separate sponsored account agreement required by
CompuServe.

     Agreed to by Manager:              Accepted by CompuServe:


     By: /S/                       By: /S/


     Date: SEPTEMBER 11, 1997           Date: SEPTEMBER 18, 1997
           ------------------                 ------------------

CONFIDENTIAL TO COMPUSERVE INCORPORATED                                 PAGE A-2

<PAGE>

                                   SCHEDULE B

                                MARKETING PROGRAM

     Manager agrees to perform the marketing duties set forth in this Schedule.
Manager acknowledges the obligations set forth in Section 9 of the Letter of
Agreement (Promotional Materials and Publicity). Manager shall cooperate with
any efforts or guidelines of CompuServe to make the marketing program(s) set
forth below effective, and/or to make them consistent with an image appropriate
for the Service and the Site.

     Manager understands that any trade show materials, advertising, brochures,
promotional materials, marketing materials, product or packaging stickers, press
releases or other publicity, whether in print, electronic form or otherwise
(previously defined as "Promotional Communications") that directly or indirectly
make any reference to or otherwise use any trademark, service mark or trade name
of CompuServe, or otherwise directly or indirectly reference CompuServe, the
Service or the Site, must be with the prior written approval of CompuServe in
such cases.  Any such approval requested is not to be unreasonably withheld or
delayed, and no endorsement, legal review, legal approval or verification of
accuracy by CompuServe with respect to such communications shall be inferred or
construed by virtue of any such approval or of this paragraph, such
responsibilities being the obligations of Manager.  No approval shall be
inferred as continuing or pre-approved by reason of any prior approval given by
CompuServe or course of practice.

1.   MEMBER ACQUISITION ACTIVITIES

DEFINITIONS -- As used in this Agreement, the following terms have the meanings
here given to them:

     "SITE BROCHURE" means a promotional work dedicated exclusively to and
     descriptive of the Site, but also containing clear and complete information
     describing how recipients can obtain Membership Kits from CompuServe.

     "MEMBERSHIP KIT" means a combination of one or more of the following items,
     as determined by CompuServe from time to time: software for accessing the
     Service (e.g., CompuServe's interface software); instructions for signing
     up for the Service; a User ID; a password; introductory usage credit;
     and/or such other elements as CompuServe may identify from time to time.

     (a)  PRESS RELEASE. You (Manager) shall create and distribute a press
          release announcing the Site within sixty (60) days after the effective
          date of this Agreement.

     (b)  SITE BROCHURE DEVELOPMENT AND DISTRIBUTION. You shall, print and
          prominently include a SITE BROCHURE into/with all products and
          services that you market or distribute and all Promotional
          Communications you issue in connection with such products or services.
          The Site Brochure is to be of a high quality and contain clear, useful
          and compelling information about the Site and describe how recipients
          can obtain MEMBERSHIP KITS from CompuServe.  You shall also, where
          possible, Site Brochures (or a similar communication you adapt for
          such purpose) at all trade and consumer shows you attend, and shall be
          sure to have an adequate

<PAGE>

          supply on hand for such purposes. You shall start to include and
          distribute Site Brochures as described above within forty-five (45)
          days of the site becoming effective.

2.   MEMBERSHIP KIT FULFILLMENT

          CompuServe shall, on an "as available" basis, undertake to fulfill
requests for Membership Kits that result from the above member acquisition
efforts and are received from prospective members of the

Service who have called CompuServe by using agreed upon toll-free phone
number(s).  CompuServe may suspend or terminate further fulfillment if it
determines it is not likely to be effective.

3.   MEMBERSHIP MARKETING

     (a)  CompuServe shall promote the Site as frequently as possible in
          service-wide What's New announcements.

     (b)  CompuServe shall promote the Site in the Tip Sheet direct mail piece
          for CSi members.

     (c)  CompuServe shall provide and set up a Brilliant Digital Entertainment
          Forum at no cost to Manager.  This Forum can be used as a promotional
          tool for the Site and its contents.

     (d)  CompuServe shall provide the Site with favorable menu positioning
          within the Arts & Entertainment Community.

     (e)  CompuServe shall include the assets of Brilliant Digital
          Entertainment's Multipath Movies on CD-ROMs sent out to members and
          other prospects, which assets enable the users to utilize the site.
          The BDE assets must first be approved by CompuServe's Quality
          Assurance department before they can be included on the CD-ROMs.
          CompuServe reserves the right to discontinue the distribution of these
          assets at their sole discretion. Should CompuServe discontinue the
          distribution of BDE assets on their CD-ROMs, Brilliant Digital
          Entertainment shall then have the right to terminate this Agreement
          upon 30-days written notice.


     Agreed to by Manager:              Accepted by CompuServe:



     By: /S/                       By: /S/


     Date: September 11, 1997           Date: September 18, 1997
           ------------------                 ------------------

1.   BACKGROUND AND DEFINITIONS.  CompuServe intends to offer its customers
Access to the Service.  The term "SERVICE" is defined in the Letter Agreement.
"ACCESS" means being connected to the Service or the Site.  "USERS" are persons
who Access the Service.  "SITE" is

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<PAGE>

defined in the Letter Agreement.  "LETTER AGREEMENT" refers to a document styled
in the form of a letter of agreement, naming CompuServe and Manger as its
parties, describing the Site and various duties and incorporating these General
Terms & Conditions.  Other capitalized terms used herein have the meanings given
them in the Letter Agreement or its other attachments.  Terms such as "content"
and "information" are intended to have the broadest construction reasonably
possible unless context or other terms of this Agreement indicate otherwise.

2.   YOUR ROLE.  In addition to the obligations set forth in the Letter
Agreement and its other attachments, Manager shall:

     A.   at all times present the Site and its contents, and conduct itself
with respect to the Site and Service, so as to project a professional and
positive image of the Site, the Service and CompuServe.  You shall ensure that
your employees, agents and subcontractors at all times comply with this
requirement and this Agreement;

     B.   within ten (10) days of notice from CompuServe, correct any conditions
that do not meet the Service Standards or are not permitted by this Agreement.
CompuServe may remove the Site or any part of its from the Service until all of
these conditions are corrected.

     C.   within 24 hours of notice from CompuServe, remove from the Site any
information which CompuServe counsel advises likely: (i) infringe an
intellectual property right (such as partner, copyright, design, trademark or
trade secret); (ii) libel, defame or invade the privacy, or violate other
rights, of any person; or (iii) violate any agreement, duty or applicable law,
regulation, rule or order;

     D.   not reproduce, distribute or commercially exploit information obtained
through the Service or participate in or allow these activities by any person
except as CompuServe consents, except for the purposes of distributing,
promoting or selling Multipath Movie-TM- updates, CD's etc.;

     E.   refrain from activities within the Site that promote products or
services that compete with the Service;

     F.   except as set forth in the Letter Agreement, not use the Service or
permit the Site to be used to directly or indirectly advertise goods or services
or conduct surveys without CompuServe's prior consent;

     G.   not post or require agreement to any rules or agreement terms except
with the consent of CompuServe (such consent not to be construed as review or
approval of the legal sufficiency thereof), and shall remove any such rules or
terms as CompuServe may request; and

     H.   as requested by CompuServe, assist CompuServe with its promotional and
customer service efforts and with Site-related inquiries and requests from
Users, prospects, governmental bodies and other third parties.

3.   COMPUSERVE'S ROLE.

     A.   In addition to the obligations set forth in the Letter Agreement and
its other attachments, CompuServe shall:

          i.   provide access to computer resources CompuServe generally makes
          available to others similarly situated for purposes of assisting with
          the management of sites on the Service, to be used only for performing
          Your duties under this Agreement;

          ii.  promote Access to the Service, subject to its marketing and
          business decisions; and

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          iii. require all paying Users of the Site to agree to the following
          terms of the current Member Agreement (as such terms may be amended
          from time to time): Sections 7.4 (Limitation on Use of Content), 12
          (Disclaimer of Warranties and Exclusion of Liability), 13 (Indemnity)
          and 14 (Third Party Beneficiaries), or such variations thereof as
          CompuServe may in its discretion deem appropriate given the
          circumstances of Users' means of Accessing the Site.

     B.   Notwithstanding any other provision of this Agreement, CompuServe may
     change the Service and its offering of the Service.  In particular,
     CompuServe remains free (i) to offer, operate, set pricing for, enhance,
     adapt, establish and administer advertising on, bundle, unbundle,
     restructure and otherwise modify the Service, in whole and in part and in
     its sole discretion, as well as (ii) to cease or refrain from doing so.
     CompuServe will not, however, make substantive editorial revision of any
     content identified in this Agreement as proprietary to Manager or its
     grantors, nor use same other than in the context of an information or
     Internet service offering or in promoting the Service or a part of it.

          CompuServe may also, with respect to the Service, change system
     architecture, rules of operation, billing periods, Service availability
     periods and User identification procedures, and may also change processes
     or formats for data configuration, storage or transmission,  Service access
     software and equipment, software, tools, documentation and other materials
     used or required for operating, maintaining, modifying or otherwise
     supporting or administering the Service or its parts.  CompuServe may also
     change the Service Standards from time to time.

          CompuServe shall endeavor in good faith to keep Manager advised of all
     changes of the kind referenced in this Section 3(B).

     C.   In the event (i) CompuServe alters its pricing structure for the
     Service, modifies the Service Standards or discontinues the Service or a
     significant part thereof, and (ii) such change causes or will cause a
     demonstratable, material adverse effect for Manager and/or CompuServe with
     respect to payments under or operations central to performing this
     Agreement, then either party may so notify the other and (if the notice so
     states) thereby terminate this Agreement effective ninety (90) days after
     such notice is given and received; provided, however, that such termination
     shall not be effective if within such ninety (90) day period CompuServe
     cancels such change or makes other adjustments such that the material
     adverse effect ceases or is substantially cured or offset, or the parties
     reach an agreed resolution (signed by both parties).  The parties shall
     cooperate with each other in good faith during any such period.

4.   LICENSE.  You grant to CompuServe a worldwide license to (A) as part of the
Site provide Users, consistent with all usage available to Users under the
Member Agreement (as amended from time to time) and including that customarily
available to users of the Service, with Access to and use of any portions of the
Site that You own, with respect to which you have obtained a license for the
Site from a third party or that You have similarly arranged to provide and (B)
make such reproductions, distributions and displays and do such other acts as
are reasonably related to CompuServe's business of providing such Access and
use.  You understand and agree that CompuServe may conduct caching regarding the
Site and other content or sites, establish (or consent to the establishment of)
hypertext links and other and/or "pointers" in and/or

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<PAGE>

to the Site, include the Site in indices or rating services and otherwise make
the Site and its contents available or accessible as a part of the Service.

5.   OWNERSHIP.  Manager owns all original or licensed material that it places
in libraries on the Site, and Manager grants CompuServe a worldwide fully-paid
license to display or use throughout the Service and its methods of delivery all
material Manager places on the Site.  Manager and its grantors (specifically
Users for purposes of this Agreement) retain any and all proprietary rights they
might have in and to any content Manager makes available in the Site or any
information, software, tools and developments Manager owned prior to its
relationship with CompuServe or developed by Manager independent of this
Agreement or its performance.  As between CompuServe and Manager, all
proprietary rights (including, without limitation, copyright, patent trademark
and trade secret rights) in or to the Site, the Service and any software or
tools (specifically excluding 3rd party software or tools) used for accessing,
operating, maintaining or managing the Service or any sites or areas included as
part of the Service, in or to any advertising data, User or usage related data,
User lists or other data specific to the Service or its sites or areas, in or to
any names, labels, slogans, indicators, or sources or other identifiers under
which the Service or any of its sites, areas or content are provided (except any
such identifiers listed on an attachment hereto) and any commands (including
"GO" commands) and other reference terms for the Service or its sites or areas
(including without limitation, quick reference words) shall be and remain the
exclusive property of CompuServe.  Neither party obtains rights to any
information gathered in performing its obligations or exercising its rights
under this Agreement.  Manager understands it has no right, title or interest in
or to any content or communications uploaded, posted, or otherwise transmitted
on or to the Site or the Service by Users, all such right, title and interest
being reserved exclusively to such Users, their grantors and/or CompuServe.

Manager will have access to the e-mail addresses of customers who have joined
the Manager's Forum for purposes of sending  notification of player updates, new
Multipath Movie-TM- releases, or other informational messages pertaining to
Manager's Multipath Movie-TM- site.  Manager shall also have similar promotional
opportunities through larger system-wide mailings to members through the
CompuServe promotional department and based upon the approval of the promotional
department.

6.   CONTENT DISTRICTS.  CompuServe may in its discretion establish areas or
organizational structures available as part of the Service that serve to group
specified kinds of content or sites available on the Service ("CONTENT
DISTRICTS").  CompuServe may do this by way of special menu interfaces,
technology, access controls or other means.  Manager shall not permit any
content in (or to remain in) the Site if, in CompuServe's judgment, this could
render the Site similar to or competitive with the content or sites within any
such Content District; except if and to the extent the Site is within, and is
authorized by CompuServe to be and remain within, such Content District.
Although CompuServe may grant and revoke such authorizations in its discretion,
authorizations to Content Districts established after the Effective Date will be
granted on a reasonable and good faith basis and once an authorization is
granted, such grant shall continue during the term of this Agreement so long as
the Site continues to meet the authorization criteria established by CompuServe
and the Site District is not discontinued or substantially changed.

7.   CONFIDENTIALITY.

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<PAGE>

     A.   Neither party may disclose or use any of the other party's
Confidential Material, except to the extent necessary to perform or to exercise
rights under this Agreement and except as required by laws and regulations
applicable to the business and current and future operations of the parties.
Each party shall implement reasonable measures to prevent its employees, agents
and subcontractors from violating this restriction.

     B.   "Confidential Material" is any and all information (regardless of form
and including all copies) relating to the business of the disclosing party: (i)
of which the receiving party becomes aware because of its performance of or
activities surrounding this Agreement; (ii) which is not generally known at the
time of disclosure to the receiving party; and (iii) which is treated as, or is
known (or reasonably should have been known) to the receiving party to be
considered as, confidential by the disclosing party.

     C.   Although not an exhaustive list of Confidential Material, the
following items are presumed to be "Confidential Material:"

          i.   product or service developments and specifications, business
               plans, computer programs and system documentation, marketing
               plans, financial plans and any know-how, protocols, formulas,
               methods, techniques, concepts and ideas pertaining to the
               Service, to operating or managing a site on the Service or to
               either party's business;

          ii.  the terms of this Agreement;

          iii. information exchanged in the "SYSOP" or "BIZPART" areas of the
               Service;

          iv.  names of, identifying or location information pertaining to,
               demographics of and survey results with input from, Users or
               customers and other service providers of CompuServe;

          v.   information which has been specifically designated as being
               confidential or secret;

          vi.  information that is deemed to be a trade secret, or have similar
               status; and

          vii. copies, in any medium, of any of the above.

     D.   "Confidential Material" does NOT include information that:

          i.   is or becomes generally available to the public other than by
               disclosure by the receiving party;

          ii.  was known to the receiving party at the time of disclosure from a
               source other than the disclosing party and this knowledge is
               shown in the receiving party's written records;

CONFIDENTIAL TO COMPUSERVE INCORPORATED                                 PAGE B-6

<PAGE>

          iii. is or becomes known to the receiving party from an independent
               source and the receiving party can show that it knows of and
               should anticipate no restriction on disclosure binding on the
               source; or

          iv.  is independently developed by the receiving subcontractors who
               perform any aspect of this Agreement are familiar with this
               Agreement (as well as the Member Agreement) and comply with it at
               all times.

8.   SOLICITATION.  During the term of this Agreement and for 12 months
following termination of this Agreement, neither CompuServe or Brilliant Digital
Entertainment shall directly or indirectly solicit or participate in soliciting,
on their own or any other person's behalf:

     A.   in the case of Brilliant Digital Entertainment, any of the Users or
CompuServe's other customers to compete with CompuServe;

     B.   in the case of CompuServe any customers of Brilliant Digital
Entertainment (excluding CompuServe members);

     C.   any of the other parties suppliers or contractors to compete or
terminate a relationship with the other party; or

     D.   any of the other parties employees or agents to terminate a
relationship with the other party;

9.   SPECIAL RELIEF.  Any breach of Sections 5 (Ownership), 7 (Confidentiality)
or 8 (Solicitation), 12B (duties on termination) or any provisions of the Letter
Agreement identified as "Service Alliance" provisions would cause irreparable
injury not compensable solely in money damages.  If a party breaches or
threatens to breach any of those provisions, the other party is entitled to a
restraining order, preliminary injunction or other equivalent or appropriate
relief it may have at law or in equity, as to the breach or threatened breach.

10.  WARRANTIES, PERFORMANCE COVENANTS, CLARIFICATIONS, AND DISCLAIMERS.

     A.   The following warranties and performance covenants are deemed to be
made continuously during the term of this Agreement; each party shall promptly
notify the other of any fact, event or circumstances that causes one or more of
its warranties or performance covenants to be untrue or breached.

          i.   WARRANTIES.  Each party represents and warrants to the other
               that:

               a.   it has all necessary corporate and organizational power and
                    authority necessary to enter into this Agreement and that,
                    to its knowledge, neither the entering into nor the
                    existence of this Agreement will cause it to be in violation
                    of any other agreement or duty or any applicable law,
                    regulation, rule or order;

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<PAGE>

               b.   it is carrying on its business, is financially solvent, is
                    not the subject of bankruptcy, insolvency or any liquidation
                    or receivership proceeding and (with respect to Manager) is
                    not contemplating any transaction or plans that Manager
                    knows or should know would materially affect the value of
                    the Site's content or this Agreement to CompuServe; and

               c.   to its knowledge, no claim is pending against it that, if
                    true or resolved adversely to it, would cause any
                    representation, warranty, performance covenant or other
                    covenant set forth in this Agreement to be untrue or
                    breached.

          ii.  PERFORMANCE COVENANTS.  You make the following performance
               covenants:

               a.   that You shall at all relevant times have sufficient rights
                    with respect to all content and services you supply to the
                    Site;

               b.   that neither Your conduct, elements constituting the Site
                    not provided or prepared by CompuServe nor the content other
                    than such content as may be supplied or prepared by
                    CompuServe, or activities within the Site infringe upon any
                    patent, copyright, trademark, trade secret or other
                    intellectual, industrial or proprietary right; and

               c.   that neither Your conduct, the Site nor the content or
                    activities within the Site shall libel, defame, cause injury
                    to, invade the privacy of or otherwise violate any rights of
                    any person, nor in any material manner violate or breach
                    this Agreement, any other agreement or duty or any
                    applicable law, regulation, rule or order.

     B.   Manager's foregoing warranties and performance covenants applicable to
the Site or its content shall be construed to apply to any hypertext links or
other links in the Site other than links required or installed by CompuServe
that lead directly to any websites, Internet-based sites or other areas or sites
remote to the Site, and to any content and activities within such areas or sites
as if included within the Site itself.

     C.   COMPUSERVE PROVIDES THE SERVICE AND ANY RESOURCES IT SUPPLIES OR
COMMITS TO ON AN "AS IS" AND "AS AVAILABLE" BASIS.  EXCEPT AS STATED IN THIS
SECTION 10 OR IN THE LETTER AGREEMENT, ANY PRODUCTS, SERVICES OR OTHER
PERFORMANCE PROVIDED OR TO BE PROVIDED BY COMPUSERVE UNDER OR IN CONNECTION WITH
THIS AGREEMENT IS PROVIDED OR PROMISED ONLY ON AN "AS IS" AND "AS AVAILABLE"
BASIS AND THERE ARE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES BY COMPUSERVE
OF ANY KIND, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT.  COMPUSERVE
EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS
FOR A PARTICULAR PURPOSE OR OF ANY OTHER NATURE.  THIS AGREEMENT SHALL NOT BE
CONSTRUED TO INCLUDE, NOR SHALL EITHER PARTY HAVE RIGHTS OR OBLIGATIONS ARISING
OUT OF, ANY COURSE OF

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<PAGE>

DEALING, USAGE, CUSTOM OR TRADE PRACTICE.  NOTHING IN THIS AGREEMENT WILL BE
CONSTRUED AS A WARRANTY OR COMMITMENT BY COMPUSERVE, NOR SOURCE OF RELIANCE BY
MANAGER, THAT ANY FACILITY, PRODUCT OR SERVICE OPERATED OR OFFERED BY
COMPUSERVE, WILL BE ERROR-FREE, UNINTERRUPTED, UNCHANGED OR CONTINUE TO BE
OPERATED OR OFFERED BY COMPUSERVE OR OTHERWISE AVAILABLE.

11.  INDEMNIFICATION AND LIMITATION OF LIABILITY.

     A.   INDEMNITY.  Each party (as "INDEMNITOR") agrees to defend, indemnify
and hold harmless the other party (the "INDEMNITEE") with respect to any third
party claim or action asserted against the Indemnitee based on or arising out of
a breach or violation by the Indemnitor of a warranty, representation or
performance covenant specified in Section 10 above, of any right of any third
party or of any law, regulation, rule, order or other legal duty, including all
damages, costs and expenses (including reasonable defense fees, costs and
expenses) as awarded or settled upon in connection with such claim or action or
as incurred as a result of or in connection with defending such claim or action;
provided such claim or action arises out of or relates to this Agreement
including without limitation its performance or non-performance.  The Indemnitee
will promptly notify the Indemnitor of any claim or action as to which this
indemnity obligation might apply, will (upon mutual agreement on defense
counsel) allow the Indemnitor to conduct and control the defense of any such
claim or action with respect to which it claims indemnity relief hereunder (and
will provide reasonable assistance with same, at Indemnitor's expense) and
neither party will settle any such claim or action without the prior written
consent of the other.  The Indemnitee may also participate in any such claim or
action, and its defense, at its expense.

     B.   LIMITATION OF LIABILITY.  Insofar as arising out of or relating to
this Agreement, including without limitation its breach, performance or non-
performance or any of its subject matter, neither party shall be liable to the
other for any loss or damage constituting or relating to business interruption
or loss of or damage to revenue, profits, data or business opportunity, nor for
any special, exemplary, consequential, incidental or indirect loss or damages.
These limitations apply in full regardless of the theory of relief upon which
any claim is based (including, without limitation, any form of negligence),
regardless of whether a party charged with fault or liability was advised or
knew of the possibility of the loss or damage claimed or its likelihood, and
regardless of any claim or finding that any warranty, representation, covenant
or remedy failed of its essential purpose; provided, however, that they shall
not apply to limit or reduce any express purpose; provided, however, that they
shall not apply to limit or reduce any express obligation of a party to
indemnify the other party with respect to third party claims, nor to a violation
of Sections 4 (License) or 5 (Ownership) nor to an intentional violation of
Section 7 (Confidentiality).

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<PAGE>

12.  TERMINATION.

     A.   Either party may terminate this Agreement in the event the other party
fails to cure a material breach of this Agreement within ten (10) days of
receipt of written notice of such breach and termination, and also as provided
for in Section 3(C) above and in Section 13(B).  In addition, if due to
extraordinary market or industry developments not within the reasonable control
of CompuServe, CompuServe determines it is necessary to change the basis for the
compensation provided for in this Agreement and a new basis for compensation is
not mutually agreed upon, either party may terminate this Agreement by giving 90
days written notice.  CompuServe may terminate this Agreement in its discretion,
on thirty (30) days notice, in the event Manager fails to meet any of the
Performance Criteria (set forth in the Letter Agreement) or engages in conduct
detrimental to the Service and repeatedly engages in such conduct despite
written notice from CompuServe, including specific reference to the possibility
of termination.

     B.   On termination, the parties shall cooperate with each other reasonably
and in good faith to facilitate a smooth transition from Manager's provision of
services and (if applicable) content, with the goal of furthering a transparent,
non-interrupting transition from the viewpoint of members of the Service,
Subject to the outcome of any such efforts, the parties will work together to
promptly return to You any content in the Site, or otherwise related to this
Agreement, that is proprietary to You or your grantor (excluding Users).  While
any notice of breach or termination is pending, You shall continue to perform
the service for CompuServe in a professional manner.  Upon any termination (or
while a notice of termination or breach is pending) You shall not change or
affect the Site in any way except as first notified to and approved by
CompuServe, in writing, or as a natural consequence of Your services pursuant to
the preceding sentence.  The duties set forth in this paragraph are CompuServe's
sole obligations with respect to content or other information you may have
supplied.

13.  GENERAL.

     A.   PAYMENT, TAXES.  Unless otherwise set forth in this Agreement, all
payments of fees and other amounts will be made in United States currency, and
may be made by any reasonable means.  Either party may also defer payment until
the amounts owed exceed US$1,000.  Manager shall pay, and shall reimburse
CompuServe for its payments of, any national, federal, state, provincial or
local sales, use, value-added excise, property, license and services tax
(including any penalties, interest or special assessments) assessed by reason of
this Agreement or any services, licensing or other performance under this
Agreement, and any other similar taxes or assessments.  Manager shall also
perform all filings and reporting required in connection with any taxes or
assessments addressed in this paragraph.  The foregoing does not apply to any
taxes on CompuServe's net income or taxes assessed against CompuServe for
providing its online service to its customers.

     B.   ASSIGNMENT.  You may not assign your obligations under this Agreement
without CompuServe's consent.  But if you transfer substantially all of your
assets, you may assign this Agreement in connection with this transfer.  If this
transfer occurs, CompuServe may terminate this Agreement on 90 days' notice.
CompuServe may assign (or novate) this Agreement on written notice to Manager.

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<PAGE>

     C.   AFFILIATES.  "Affiliate" means any organization controlling or owning,
controlled or owned by or under common control or ownership with CompuServe, or
contractually authorized to provide service consisting of or similar to
CompuServe's network of online information service, or a substantial portion
thereof.  CompuServe may make available the rights and benefits under this
Agreement to its Affiliates; provided the Affiliate agrees to be bound by this
Agreement with respect thereto.  CompuServe will be responsible for securing
such agreement and compliance and the terms of this Agreement shall be construed
in accordance with this paragraph.

     D.   SURVIVING PROVISIONS.  In addition to any terms which by their nature
should so survive, Sections 5 (Ownership), 7 (Confidentiality), 8
(Solicitation), 9 (Special Relief), 10(C) (disclaimer of certain warranties and
responsibilities), 11 (Indemnification and Limitation of Liability), 12
(Termination), 13 (General) and any provisions of the Letter Agreement
identified as "Service Alliance" provisions shall survive any expiration or
termination of this Agreement, for any reason.

     E.   AMENDMENTS.  Any amendment to, or extension of, this Agreement must be
in writing and signed by an authorized officer of each party.

     F.   WAIVER.  A party's waiver of any right under this Agreement must be in
writing and signed by a representative of the party.  No waiver is deemed to be
a continuing waiver of the same specified right.

     G.   LAW AND JURISDICTION.  This Agreement and the parties respective
rights and obligations related hereto shall be interpreted under the substantive
laws (excluding conflicts rules) of the State of Ohio and, as applicable the
U.S.A.  Any litigation arising out of or relating to the Agreement or any of its
subject matter shall be commenced and maintained only in the state and federal
courts located in Franklin County, Ohio.

     H.   NOTICES AND CONSENTS.  Each notice and consent required under this
Agreement must be in writing and is effective on the date sent (by certified
mail, return receipt requested, by recognized commercial overnight courier or by
fax with confirmation of delivery) to the address or fax number listed in the
Letter Agreement or hereafter identified by the recipient.  Each party may
change its address or fax number by notice to the other party.  Unless this
Agreement specifically provides otherwise , each party shall provide consents
promptly in writing and must not unreasonably withhold them.

     I.   INDEPENDENT CONTRACTORS.  The parties are independent contractors with
respect to each other and shall conduct themselves accordingly at all times.
Nothing in this Agreement makes either party an agent or partner of the other.
Neither party may, no shall either party purport to, represent or legally bind
the other in any manner.

     J.   EMPLOYEES, AGENTS AND SUBCONTRATORS.  You shall not use any
subcontractors to work on the Site who CompuServe disapproves and, if CompuServe
so requires, You shall obtain CompuServe's consent, which consent shall not be
unreasonably withheld prior to hiring subcontractors to work on the Site.  You
shall be responsible for assuring that Your employees, agents and subcontractors
who perform any aspect of this Agreement are familiar with this Agreement (as
well as the Member Agreement) and comply with it at all times.

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<PAGE>

     K.   SEVERABILITY.  The invalidity or unenforceability of any provision of
this Agreement shall not effect that of any other provision; the parties agree
that any such provision shall be reformed to the extent necessary to make it
valid and enforceable.

     L.   CONSTRUCTION AND MISCELLANEOUS.  These General Terms and Conditions
control over any other part of this Agreement in the event of a conflict or
inconsistency.  The parties agree to give each other such cooperation and
assistance (including, without limitation, attending meetings or phone
conferences as necessary, assisting with regulatory and enforcement agency
inquiries and executing appropriate certificates, assignments, registrations or
other documents) as may be necessary to give effect to the intentions of the
terms of this Agreement.

     M.   ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
between You and CompuServe with respect to the subject matter hereof and
supersedes and replaces proposals, understandings or other communications,
written or oral.

CONFIDENTIAL TO COMPUSERVE INCORPORATED                                PAGE B-12