<PAGE>

                                                                   EXHIBIT 10.48


drkoop.com, Inc.

Master Statement of Work
Netscape Professional Services

June 28, 1999




             [LOGO OF NETSCAPE PROFESSIONAL SERVICES APPEARS HERE]
<PAGE>

                               TABLE OF CONTENTS


                             3  Executive Summary
                             4  Statement of Work
                             4  Project Approach
                             5  Project Management
                             7  Proposal Assumptions
                             8  Project Investment
                            10  Signature Page







Information contained herein includes confidential and proprietary material of
Netscape and should not be disclosed in written or oral form to any third
parties, contractors, subsidiaries or any other affiliates of drkoop.com without
the advance written consent of Netscape.

This proposal is non-binding and cannot be referenced by incorporation in any
documentation. To bind Netscape, you must sign an agreement with Netscape which
describes the terms and conditions.

This document is valid until June 30, 1999.

Contact:  Noreen Henry, 972.733.6802 or nhenry@netscape.com.


                      Netscape Proprietary & Confidential
                                    Page 2
<PAGE>

                                 EXECUTIVE SUMMARY



INTRODUCTION

Netscape is the leader in providing companies with the products and services
necessary to capture the benefits of Internet-enabled business processes.  The
combination of Netscape's Service Ready Infrastructure (SRI) and CommerceXpert
products with strategy and implementation leadership from Netscape Professional
Services will enable drkoop.com to develop an industry-leading electronic
commerce capability.

Netscape Professional Services has been invited to assist in migrating
drkoop.com web site to a Netscape infrastructure platform and to implement the
appropriate Netscape E-Commerce technologies required to support the initiatives
with American Online.

Based on our understanding of drkoop.com's initiatives, the overall goals of the
project are to:

 .  Migrate the existing drkoop.com web site to a Netscape Service Ready
   Infrastructure (Enterprise, Directory, Certificate and Messaging Server)
   including application development services via Netscape Application Server
   and data conversion to Oracle.

 .  Implementation of the CommerceXpert products including ECXpert, TradingXpert
   and MerchantXpert.

Based our experience in the Internet and electronic commerce markets, Netscape
Professional Services has developed an approach to discovering, initiating, and
effectively executing the many projects necessary to reach drkoop.com goals.
This document describes our proposed project approach, general assumptions,
project management practices and financial process that will apply to all
Statements of Work executed between Netscape and drkoop.com.

NETSCAPE WORLDWIDE PROFESSIONAL SERVICES (WWPS)

Netscape Worldwide Professional Services is the consulting and services arm of
Netscape Communications.  With a rapidly expanding staff of highly skilled
professionals, it provides a variety of services ranging from Internet
Architecture Assessments to Systems Integration, Internet Application
Development, and deployment of large-scale solutions for Messaging &
Collaboration, Publishing Systems, and Electronic Commerce.

Netscape Worldwide Professional Services has been instrumental in the creation
of very sophisticated architectures, applications and business solutions for a
variety of customers.  Our work has included installation and customization of
Netscape software, redesign of Web sites for optimal visual impact and
performance, creation of corporate directory and security architectures,
migration of corporate users to open Internet standard mail and calendar
systems, advanced publishing systems for major newspapers, electronic commerce
storefronts, Internet-based corporate purchasing/EDI with Legacy and ERP
integration, and scaleable integration of Web applications with various database
and transactional systems.

Professional Services employs a modern structured methodology tailored
specifically for web applications and Enterprise Internet Commerce that enables
a customer to identify a given solution's specifics, constraints, anticipated
performance, and associated costs.  Our project managers draw on years of
experience in delivering large-scale technology projects on time and within
budget, utilizing the latest in project management tools and techniques.

The Professional Services organization currently maintains offices in many major
American cities, as well as Canada.  Professional Services offices can also be
found in France, Germany, U.K., Ireland, Italy, Sweden, Japan, and Australia.

                      Netscape Proprietary & Confidential
                                    Page 3
<PAGE>

                                 STATEMENT OF WORK


STATEMENT OF WORK

PROJECT APPROACH

Netscape Professional Services proposes to use a Master Statement of Work
(Master) and Project Statements of Work (Project SOW).  This document is the
Master document and it corresponds to the overall agreed upon approach between
Netscape and drkoop.com

The Master describes the general approach and also notes various standards,
assumptions, and controls that will apply to all projects executed between
Netscape and drkoop.com. Netscape Professional Services will prepare
corresponding Project SOWs for our involvement.  Since much of the information
in a typical Project SOW has already been described in the Master, each Project
SOW will simply consist of an executive summary, project and task descriptions,
and projected fees.

Planning
--------

During the planning stage Netscape Professional Services will review all tasks
and resources necessary for the successful execution of the project. In
preparation for this phase, drkoop.com should gather the following information:

 .  availability and skills of all internal resources that will be participating
   in the project;

 .  current hardware and network environment;

 .  application requirements; and

 .  customer requirements.

Netscape Professional Services will be prepared to discuss the required
resources, inputs, and duration for each task on the project.  Netscape will
work together to create an actionable plan based on availability of the
necessary resources and inputs.

These sessions will be conducted with major project stakeholders; including
business line owners, technical staff, Internet design staff, participating
partners, and appropriate users.  The project team will investigate business
plans and goals, user and technical processes, and target users.  If other areas
are deemed necessary, Netscape will utilize change control process to reflect
these additional requirements.

Requirements Review
-------------------

The goal of this phase is to understand the overall requirements and to develop
the appropriate project approach.  The critical input into this phase is the
application and customer requirements.  The Netscape Professional Services team
for this task will include architects and application designers with the
combined expertise necessary to understand both the business and technical
requirements.  Netscape will work closely together in interactive sessions
including review of the existing information, clarification of requirements and
priorities, review of technical possibilities, and discussion of desired
solution characteristics.  It will be critical in this phase to understand the
full scope of requirements.

Design
------

In this phase, Netscape will construct the technical architecture for the
project.  This architecture will consist of the appropriate Netscape Service
Ready Infrastructure products along with the CommerceXpert products.  These
products will be installed on servers as determined necessary.

                      Netscape Proprietary & Confidential
                                    Page 4
<PAGE>

                               STATEMENT OF WORK

The activities to be performed during this phase may include:

 .  Develop system architecture - The test, development, and production
   architectures, along with appropriate deployment processes.

 .  Document System Configuration - standard system configurations for catalog,
   pricing, shipping, tax, payments, business rules.

 .  Develop specifications for areas to be customized - Document decisions for
   customization areas - screen layout, rules for business flows, and legacy
   integration.

 .  Migration - Determination of data (if any) to migrate.  Plan and process for
   exporting and migrating data from the existing implementation.

 .  Document solution sizing that architecture is based on.

 .  Identify test plans to be defined during construction - based on requirements
   and design, identify which types of testing are relevant to this project.
   Examples are integration test, external function test, regression test,
   system test, acceptance test, and installation test.

 .  Netscape will assist in identifying the administrative roles and tasks
   required to maintain the production environment.

Development &Test
------------------

Netscape will assist in the installation and configuration of a pre-production
environment that reflects the production environment as closely as possible
including development of any identified modules that will be needed for data
migration, integration, and co-existence purposes will be performed.

In addition, Netscape will develop customization of standard products, and
development of customized functions, as identified in the design phase.

Part of this phase includes a series of tests to verify the installation and
configuration of the appropriate products.  Netscape will assist in developing
and implementing the test plans, test cases/scripts/data/predicted results, for
both integration testing and performance testing.

Pilot
-----

During the Pilot Phase, Netscape Professional Services will support testing of
the provided solution in a limited production environment. The goal of the Pilot
Phase will be to understand the ramifications of the proposed solution in a
production environment, and review deployment expectations.

Rollout/Operations
------------------

Netscape will assist in rolling out the solution and provide support to resolve
production issues that may arise.  Netscape may assist in performing tasks such
as server and system tuning to provide the appropriate user scalability.
Together we will also deliver enhancement requests and repair any discovered
anomalies.

                      Netscape Proprietary & Confidential
                                    Page 5
<PAGE>

                               STATEMENT OF WORK

PROJECT MANAGEMENT

Project management is in place to monitor the progress and the quality of
project results, offer assistance in resolving key issues, manage the project
scope, and help to ensure that resources are available when required.

Status Reports
--------------

Weekly status reports will be submitted to drkoop.com, and will consist of the
following information:

 .  Project activities, tasks, milestones and deliverables scheduled to be
   completed during the time period that were or were not completed;

 .  Tasks that were not scheduled but that were completed by Netscape in order to
   add value to the project;

 .  Outstanding issues affecting project progress and/or completion, plus time
   frame and plan for resolution;

 .  Any changes or revisions to the agreed upon work plan; and

 .  Report indicating time provided by Netscape performing defined work plan
   tasks. In the event that a task requires more than the originally estimated
   time, the additional hours required would be noted in the work plan. In this
   way, the task estimates, task actuals, and variance are available.

Change Control Mechanism
------------------------

Netscape strongly recommends that a mutually agreed upon change control
mechanism be implemented in order to evaluate, approve and track requested
changes and ongoing issues. Requests for changes in scope and ongoing issues
should be submitted to the Netscape Project Manager or Principal Consultant. We
will then conduct whatever research necessary to determine the time and resource
requirements of the requested change, as well as any potential impact on other
project tasks that might be affected. We will return a high-level, written
approach to the requested change along with our resource and time estimate. If
drkoop.com approves the requested change to our approach, resource, and time
estimates, the change will be incorporated into the detailed, task level work
plan and a revised work plan issued.

Netscape Resources
------------------

To meet the goals of this project, Netscape will utilize a team comprised of the
following:

Project Manager
---------------

An experienced Project Manager will facilitate clear understanding of
drkoop.com's direction, monitors progress and the quality of project results,
offers assistance in resolving key issues, manages project scope, and helps
ensure that resources are available when required.

Application Designer
--------------------

The Application Designer will have experience in requirement analysis,
application architecture, and application design.  He will lead the process of
documenting requirements and designing necessary object models, APIs, logic
flows, database tables, and product configurations.  General application design
experience combined with knowledge of the use of Netscape products will allow
the Application Designer to create solutions utilizing an appropriate
combination of custom development and standard product capabilities.

Architect
---------

This consultant is an expert in the design of system and application
architectures based on Netscape products.  He will lead in the design of an
architecture platform that will support the application with the necessary
levels of performance

                      Netscape Proprietary & Confidential
                                    Page 6
<PAGE>

                               STATEMENT OF WORK


and scalability. The Architect will also be knowledgeable about the potential
interface points between various products and custom-developed features.

Senior Consultant
-----------------

A Senior Consultant will have a combination of analysis, development, and
product skills.  A Senior Consultant may assist with requirement documentation
and architecture, and also conduct development, implementation, and test
efforts.

Developer
---------

Developers will have the necessary product experience and general development
skills to implement features on the proposed technical platform.


                      Netscape Proprietary & Confidential
                                    Page 7
<PAGE>

                               STATEMENT OF WORK

Proposal Assumptions

Netscape Professional Services makes the following assumptions with regards to
this project.  These assumptions, which may or may not be correct, were used to
develop the proposed timing and fee estimates included in this proposal:

1.  drkoop.com will make the appropriate personnel available to meet with
    Netscape as necessary. These personnel may include project managers, user
    representatives, and technical personnel with an understanding of the
    current technical and network architecture.

2.  drkoop.com will provide Netscape and its representatives information and
    assistance in a timely manner.

3.  drkoop.com will have experienced system administrators familiar with
    operating system administration and TCP/IP networking.

4.  drkoop.com will have experienced database administrators.

5.  drkoop.com will be responsible for providing Netscape with all content
    required.

6.  drkoop.com will have a secure environment with regards to connectivity to
    the Internet.

7.  drkoop.com will provide the fully functioning hardware platform as described
    in the Hardware Configuration document, which includes installation, and
    configuration of the necessary hardware and networking equipment required
    for this project. This also includes installing and configuring all
    operating systems and required operating system patches to the vendor's
    current release.

8.  drkoop.com will provide complete and current implementation documentation
    for all required EDI transactions, if applicable.

9.  drkoop.com will provide Netscape with the appropriate business, customer,
    and technical infrastructure requirements in a format and level of detail
    adequate to complete this project and as agreed upon.

10.  drkoop.com will provide ready access to documentation (technical, process
     and organizational); staff and management deemed key to completing the
     identified activities for these projects within the defined time frame.

11.  Participation in the Requirements Gathering sessions is of critical
     importance for key drkoop.com personnel and is required for the successful
     completion of this project.

12.  Periodic and timely reviews and approvals by drkoop.com are required to
     keep the project on schedule.

13.  drkoop.com will provide office space and supplies for the Netscape staff
     while on site. Activities not required to be performed at a drkoop.com site
     will be performed at a Netscape office to reduce the project's travel and
     living expenses.

14.  Netscape reserves the right to subcontract work in the delivery of this
     proposal, and references in this project to Netscape refer to both Netscape
     employees and Netscape subcontractors.

15.  A formal change control process will be defined at project initiation. This
     process will define the steps necessary for implementing system
     functionality that is outside the scope of the original project plan

16.  Formal project acceptance guidelines and success criteria will be defined
     by the Program Manager and agreed upon by Netscape and drkoop.com during
     the initial weeks of this project.

                      Netscape Proprietary & Confidential
                                    Page 8
<PAGE>

                               STATEMENT OF WORK
Project Investment

Netscape Professional Services will assist drkoop.com in building a
comprehensive solution by capitalizing on the capabilities of Netscape products
and the expertise of Netscape's Professional Services organization.  This
proposal represents a thorough and flexible agreement that will utilize the
Services essential to achieving drkoop.com's business goals.  In addition, we
will work together with drkoop.com to provide the technical and managerial
support required to develop the underlying architecture, execute the tasks and
activities identified and to manage the projects in the timeframe required to
meet drkoop.com's identified business goals.

Netscape will organize, facilitate, and support the design and implementation of
the Master Statement of Work outlined in this document, and will give drkoop.com
the benefit of our expertise on appropriate strategies and tactics.  In
addition, we will strive to transfer our knowledge and expertise to your
organization, as we will be mutually dependent upon one another to accomplish
the ambitious goals drkoop.com has established.

The fees for Netscape Professional Services are estimated to be $600,000. This
includes $500,000 in consulting to be performed by Netscape Professional
Services consultants, billed at the rates indicated below.  We currently
estimate travel and expenses at approximately twenty percent (20%) of
Professional Services fees for an estimated $100,000.

Netscape Communications Corporation will provide the following discounted
Professional Services pricing schedule which reflects a two-tier blended rate.
The work performed by Netscape Professional Services consultants and its
subcontractors will be billed based on the roles performed.  Each role will fall
into the two-tier rate as indicated below.

1.  Senior Consultants will manage the overall delivery of quality work and
    adherence to mutually agreed upon time frames. Their roles will include, but
    not be limited to Engagement Manager, Program Managers, Project Managers,
    Architects, Strategic Consultants, etc.

2.  Junior Consultants will support application development and product
    customization and configuration, when applicable. Junior Consultant roles
    will include but not be limited to Application Developers, Network
    Engineers, Systems Engineers, Analyst, Data Modelers, Testers, etc.

As new roles are added to the project, their billing tier and estimated work
will be defined at that time.

<TABLE>
<CAPTION>
Billing Tier                     Hourly Rate
-----------------------------------------------
<S>                           <C>
Tier 1:  Senior. Consultant                $217
-----------------------------------------------
Tier 2:  Junior Consultant                 $192
-----------------------------------------------
</TABLE>

To initiate this project, please submit this signed Statement of Work, along
with the Professional Services Agreement (PSA), and a drkoop.com purchase order
for $600,000 separated into labor and expenses. The pricing and terms of this
proposal are valid until June 30, 1999 and based upon receipt of a signed
purchase order by June 30, 1999.

Questions regarding this proposal can be directed to Noreen Henry at
972.733.6802 or nhenry@netscape.com.

These documents can be:

 .  Faxed to Netscape Professional Services Contracts, 972.733.6890; or

 .  Mailed to: Netscape Communications Corporation, Professional Services,
   17304 N. Preston Rd., Suite 800, Dallas, TX 76051.

                      Netscape Proprietary & Confidential
                                    Page 9
<PAGE>

Signature Page

This proposal, excluding the Introduction, constitutes the Professional Services
Agreement Exhibit, and is entered into by and between Netscape Communications
Corporation, a Delaware corporation ("Netscape"), and drkoop.com, pursuant to
the terms and conditions of the Netscape Communications Corporation Professional
Services Agreement ("Agreement"), signed by and between Netscape and drkoop.com,
and is effective as of the date of execution by Netscape.  Any term used herein
shall have the meaning set forth in the Agreement.  This agreement does not
include Netscape Products.

By signing below, each party acknowledges that they have read, understood, and
accepted the attached Exhibit, which will serve as an exhibit to the
Professional Services Agreement signed by Netscape and drkoop.com.


Accepted and Agreed by                  Accepted and Agreed by
drkoop.com, Inc.                        Netscape Communications Corporation:



Date:                                   Date:
     -------------------------               ---------------------------------
                                               (This is the effective date.)
By:                                     By:
   ---------------------------             -----------------------------------

Title:                                  Title:
      ------------------------                --------------------------------


                                                                    CONFIDENTIAL
<PAGE>

                                 confidential
                               CORPORATE END USER

                              SOFTWARE ORDER FORM

                          (With Terms and Conditions)

                              No. _______________



                                drkoop.com, Inc
        Full Legal Name of Entity Signing This Order Form ("Licensee")


                           8920 Business Park Drive
                    Address of Principal Place of Business


Austin                              TX                           78759 / USA
--------------------------------------------------------------------------------
City                           State/Province              Postal Code / Country

Contact Person: Lou Scalpati   Telephone: (512) 726-5113   Fax: (512) 726-5130
               --------------            ----------------      -----------------

Licensee is incorporated in the state/country of:   Deleware
                                                 -------------------------------

IMPORTANT NOTICE: UPON EXECUTION OF THIS ORDER FORM BY THE PARTIES, LICENSEE
WILL HAVE CERTAIN RIGHTS AND OBLIGATIONS WITH RESPECT TO THE SOFTWARE PRODUCTS
LISTED IN THE ATTACHED PRODUCT SCHEDULE (THE "PRODUCTS") AND THE RELATED
DOCUMENTATION, AS SET FORTH IN THE ATTACHED LICENSE TERMS AND CONDITIONS. BY
SIGNING THIS ORDER FORM, LICENSEE AGREES TO ALL THE TERMS AND CONDITIONS
ATTACHED HERETO. THIS ORDER FORM, THE PRODUCT SCHEDULE AND THE LICENSE TERMS AND
CONDITIONS ARE REFERRED TO HEREIN COLLECTIVELY AS THE "AGREEMENT." At Licensee's
request, Licensor will provide the Products through a Netscape authorized
reseller selected by Licensee ("Reseller") provided Licensee independently (i)
seeks out the Reseller and (ii) negotiates pricing with the Reseller.


        LICENSOR                                       LICENSEE

By:                                        By:
   ----------------------------------         ----------------------------------
             Signature                                   Signature

Name:                                      Name:
     --------------------------------           --------------------------------
             Print or Type                             Print or Type


                                 CONFIDENTIAL
<PAGE>

                                 confidential


Title:                                     Title:
      ----------------------------------         -------------------------------

Date of Acceptance:                        Date:
                   ---------------------        --------------------------------
                     ("Effective Date")


AGREEMENT CONSISTS OF:

1. Corporate End User Software Order Form

2. Product Schedule

3. General License Terms and Conditions

4. Product Specific License Terms and Conditions


                                 CONFIDENTIAL
<PAGE>

                                 confidential

                                PRODUCT SCHEDULE


If purchasing licenses from a Reseller, complete Section 1 only, and only
Section 1 applies.


1.  Products, Support and Subscription:



<TABLE>
<CAPTION>
                   Products  and Maintenance*                         Units (Users,              Extended Price
                                                                      copies, CPUs,
                                                                     developers, as
                                                                       applicable)
------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                    <C>
Products

Netscape ECXpert                                                        16 CPU's

Netscape TradingXpert                                                    8 CPU's

Netscape MerchantXpert                                                   8 CPU's

Netscape PublishingXpert                                                 8 CPU's

Netscape Applications Server                                           unlimited**

Netscape Application Builder                                           unlimited**

Netscape Extension Builder                                             unlimited**              not separately priced

Netscape Enterprise Server                                             unlimited**

Netscape Certificate Server                                            unlimited**

Netscape Messaging Server                                              unlimited**

Netscape Directory Server                                              unlimited**
</TABLE>

                                 CONFIDENTIAL
<PAGE>

                                 confidential
<TABLE>

<S>                                                                     <C>
------------------------------------------------------------------------------------------------------------------------
                                                                        as above
Support and Subscription for Products:  Netscape Gold
 Maintenance support for 12 months initiating on the Effective
 Date of the Agreement and provided in accordance with this
 Agreement, including an ESAM.
------------------------------------------------------------------------------------------------------------------------

Total Nonrefundable*** Fees                                             $5,125,000
</TABLE>


All above Products in most current version as of the Effective Date for all
platforms on which that version is available.  Products are English language
non-export version.


"Designated System" means a specific computer system with a designated hardware
platform and CPU configuration and identified make and model. Each Designated
System upon which a per-CPU licensed Product will be installed must be described
above, including the hardware system and number of CPUs.



*  All Products licensed hereunder may only be used in support of Licensee's
(drkoop.com) business needs in the consumer healthcare and/or medical field
(including related informational and ecommerce offerings), and all Products must
be installed on hardware owned or located at Licensee's facilities or at the
facilities of third parties contracted to provide services to Licensee (but
under no circumstances on the premises of a party for whom Licensee is providing
a service (except as otherwise permitted by Netscape in writing).  Subject to
this Product Schedule, Licensee may use the above Products for Multi-Hosting use
purposes;  no right of resale of the licenses is permitted.  No Oracle or other
third party products are licensed hereunder.



**  For 24 months from the Effective Date (the "Deployment Period"), Licensee
shall have the right to deploy (and thereby take license to) ,with no quantity
limitation, the Products designated with an asterisk ("*") above, subject to the
terms and conditions of this Agreement.  All deployment must be actual
deployment for production, staging, or testing purposes, and no license is
granted unless such deployment is consistent with the preceding..  At the end of
this two year term (the "Final Deployment Date"), Licensee's right to continue
deploying and licensing the Products ceases, and  Licensee shall provide a
written report to Netscape specifying the quantity of Products that have been
deployed during the Deployment Period.  Licensee shall thereafter be licensed in
perpetuity for the number of such Products deployed during the Deployment Period
(e.g., if Licensee has deployed and licensed 120 CPU of the Netscape Application
Server during the Deployment Period, at the end of the Deployment Period,
Licensee shall be licensed for 120 CPU of the Netscape Application Server on a
going forward, perpetual basis, subject to the terms and conditions of this
Agreement).   Licensee must acquire Maintenance support for the Products
licensed hereunder in the second year following the Effective Date of this
Agreement in order for the Final Deployment Date to be 24 months after the
Effective Date of this Agreement;  if such Maintenance is not acquired, the
Final Deployment Date shall be 12 months after the Effective Date.  Maintenance
for this second 12 month period shall be $623,000, and only covers the Products
initially licensed hereunder (including any deployed per the above).   For an
additional 24 months after the Final Deployment Date, Licensee shall have the
right to acquire additional license quantities of the Products set forth in the
Product Chart above at a 60% discount off of Netscape's then current price list;
Maintenance for such Product is sold separately..


*** Nonrefundable except as otherwise set forth herein.


                                 CONFIDENTIAL
<PAGE>

                                 confidential


The following terms apply only if purchasing licenses directly from Licensor.


2.  Payment Terms:  The above Nonrefundable fee is due 50% net 30, and 50% net
180.  All payments shall be made by wire transfer or remittance in accordance
with Licensor's instructions on such invoice. Past due amounts shall bear
interest at the lower of 1-1/2% per month or the maximum rate allowed by law
until paid in full. Licensee shall be responsible for any costs resulting from
collection by Licensor of any such past due amounts, including without
limitation reasonable attorneys' fees and court costs.


3.  Deliverables:  Licensor will deliver to Licensee 1 copy of the executable
code version of each Product above and associated documentation, in any format
generally available from Licensor as of the Effective Date.  All deliveries
shall be F.C.A. Licensor origin (INCOTERMS 1990).


<TABLE>
<CAPTION>

<S>                                                                     <C>
4.               Ship To Address for Deliverables                                       Bill To Address
                 --------------------------------                                       ---------------
                       (Not a P.O. address)

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


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

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

Attention:                                                             Attention:
-----------------------------------------------------------            -------------------------------------------------------

Telephone:                                                             Telephone:
-----------------------------------------------------------            -------------------------------------------------------

                                                                       Fax:
                                                                       -------------------------------------------------------

5.  Sales Tax Resale / Exemption Certificate No. (if applicable):
                                                                 --------------------------------------------------------------
                                                                     (ORIGINAL CERTIFICATE MUST BE FURNISHED TO LICENSOR)

VAT Registration No. for Europe:
                                -------------------------------------------------

Netscape Sales Rep:
                   --------------------------------------------------------------

Telephone:
          -----------------------------------------------------------------------

</TABLE>
<PAGE>

GENERAL LICENSE TERMS & CONDITIONS
----------------------------------

                     REDISTRIBUTION OR RENTAL NOT PERMITTED

THESE GENERAL TERMS APPLY TO ALL NETSCAPE LICENSED PRODUCTS

1.  Agreement. The "Agreement" governing Licensee's use of the Product(s)
consists of these General License Terms and Conditions ("General Terms"), each
set of product specific license terms and conditions which follow ("Product
Terms"), and, if provided, the (i) Corporate End User Order Form and Product
Schedule or (ii) Quotation and Offer form, as applicable. If more than one
license agreement was provided for this Product, and the terms vary, the order
of precedence of those license agreements is as follows: a signed agreement, a
license agreement available for review on the Netscape website, a printed or
electronic agreement that states clearly that it supersedes other agreements, a
printed agreement provided with a Product, an electronic agreement provided with
a Product. The General Terms apply to all Products on the Product Schedule, and
each set of Product Terms applies only to the individual Products identified in
the Product Terms sheet. All Products are licensed independently of one another.
As used in this Agreement, for residents of Europe, the Middle East or Africa,
"Netscape" shall mean Netscape Communications Ireland Limited; for residents of
Japan, "Netscape" shall mean Netscape Communications (Japan), Ltd.; for
residents of all other countries, "Netscape" shall mean Netscape Communications
Corporation. In this Agreement "Licensor" shall mean Netscape except as
otherwise set forth herein. If Licensee acquired the Product(s) as a bundled
component of a third party product or service, then such third party shall be
Licensor.  Any third party software provided together with a Product with such
third party's electronic or printed license agreement is included for use at
Licensee's option, and any use of such software shall be governed by the third
party's license agreement and not by this Agreement, except to the extent that
this Agreement indicates otherwise with respect to specific third party
software.

2.  Term and Termination. This Agreement shall remain in effect until terminated
in accordance with this Section or as otherwise provided in this Agreement.
Licensee may terminate this Agreement at any time by written notice to Licensor.
Licensor may terminate this Agreement immediately in the event of (i) any breach
of Section 6 or 8 by Licensee or (ii) a material breach by Licensee which is not
cured within 30 days of written notice by Licensor. Upon termination, Licensee
shall discontinue use and certify as destroyed, or return to Licensor, all
copies of the Product(s). Licensee's obligation to pay accrued charges and fees
shall survive any termination of this Agreement. Within 30 calendar days after
termination of the Agreement, Licensee shall pay to Licensor all sums then due
and owing.

3.  Fees and Taxes. All payment amounts in this Agreement are in US dollars and
are exclusive of any applicable taxes and shall be made free and clear of,
without reduction for, (and Participant shall be responsible for and shall
indemnify Netscape against) any applicable U.S. and foreign, state and local
taxes, value added or sales taxes, withholding taxes, duties or levies and
assessments, howsoever designated or computed, pertaining to the payments under
this Agreement (excluding taxes based upon the net income of Netscape).
Participant shall promptly furnish Netscape with tax receipts evidencing the
payment of any taxes referred to in the preceding sentence.  Netscape and
Participant shall cooperate with each other in minimizing any applicable tax and
in obtaining any exemption from or reduced rate of tax available under any
applicable law or tax treaty.

4.  Records; Audit. Licensee shall maintain accurate records as necessary to
verify compliance with this Agreement. Licensor may conduct one or more audits
to verify such compliance. Audits will be conducted during normal business
hours. All audits shall be conducted at Licensor's expense unless the results
establish that Licensee has underpaid Licensor by more than 5% of the amount
actually due, in which case Licensee shall pay all amounts due and bear the
expense of the audit. Licensee acknowledges that Licensor is required by its
suppliers of the relational database product provided with certain Products to
disclose, and Licensee agrees that Licensor may disclose, the make/model,
operating system and number of CPUs of the Designated System(s), as defined in
the Product Schedule.  Netscape shall keep Licensee's identity confidential
under clause 10 of this Agreement in making any reports to third parties as a
consequence of an audit under this Section 4.

5.  Proprietary Rights. Title, ownership rights, and intellectual property
rights in the Product(s) shall remain in Netscape and/or its suppliers. Licensee
acknowledges such ownership and intellectual property rights and will not take
any action to jeopardize, limit or interfere in any manner with Netscape's or
its suppliers' ownership of or rights with respect to the Product(s). The
Product(s) are protected by copyright and other intellectual property laws and
by international treaties. Title and related rights in the content accessed
through the Product(s) are the property of the applicable content owner and are
protected by applicable law. The license granted under this Agreement gives
Licensee no rights to such content. Any copy shall contain all notices regarding
proprietary rights as contained in the Product originally delivered by Licensor.

6.  Restrictions. Except as otherwise expressly permitted in this Agreement,
Licensee may not: (i) modify or create any derivative works of any Product or
documentation, including translation or localization (Licensee's code written to
published APIs (application programming interfaces) for the Product(s) shall not
be deemed derivative works); (ii) decompile, disassemble, reverse engineer, or
otherwise attempt to derive the source code for any Product (except to the
extent applicable laws specifically prohibit such restriction); (iii)
redistribute, encumber, sell, rent, lease, sublicense, use the Products in a
timesharing or service bureau arrangement, or otherwise transfer (except as part
of an assignment of the Agreement to a third party, per Paragraph 17(j) of the
Agreement) rights to any Product; (iv) copy any Product (except for an archival
copy which must be stored on media other than a computer hard drive) or
documentation; (v) remove or alter any trademark, logo, copyright or other
proprietary notices, legends, symbols or labels in the Product(s); (vi) modify
any header files or class libraries in any Product; (vii) create or alter tables
or reports relating to the database portion of the Product (except as necessary
for operating the Product); (viii) publish any results of benchmark tests run on
any Product to a third party without Netscape's prior written consent; (ix) use
the database provided for use with any Product except in conjunction with the
relevant Product; or (x) use any Product on a system with more CPUs than the
number licensed, by more Users than have been licensed, on more computers than
the number licensed, or by more developers than the number licensed, as
applicable.

                                      16
<PAGE>

7.  Limited Warranty. Provided Licensee has paid the applicable license fees for
the Product(s), for 90 days after the date of shipment to Licensee (date of
shipment meaning either the date Licensor shipped the Product on media or the
date on which Licensee downloaded the Product from an authorized Netscape
download site) of each Product (the "Warranty Period"), Licensor warrants that
(i) the media on which the Product is delivered will be free of defects in
material and workmanship under normal use; and (ii) the unmodified Product, when
properly installed and used, will substantially achieve the functionality
described in the applicable documentation. THE EXPRESS WARRANTY SET FORTH HEREIN
CONSTITUTES THE ONLY WARRANTY WITH RESPECT TO THE PRODUCT(S). LICENSOR AND ITS
SUPPLIERS DO NOT MAKE, AND HEREBY EXCLUDE, ALL OTHER REPRESENTATIONS OR
WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY
OPERATION OF LAW) WITH RESPECT TO ANY PRODUCT OR TEST DATA INCLUDED IN ANY
PRODUCT. LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF TITLE,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD
PARTIES' RIGHTS (THE FOREGOING SHALL NOT BE DEEMED TO VOID LICENSOR'S
OBLIGATIONS UNDER SECTION 16 OF THIS AGREEMENT). LICENSOR AND ITS SUPPLIERS DO
NOT WARRANT THAT THE PRODUCT(S) WILL MEET LICENSEE'S REQUIREMENTS OR WILL
OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED BY LICENSEE OR THAT THE
OPERATION OF THE PRODUCT(S) WILL BE SECURE, ERROR-FREE OR UNINTERRUPTED AND
LICENSOR HEREBY DISCLAIMS ANY AND ALL LIABILITY ON ACCOUNT THEREOF. THE SECURITY
MECHANISMS IMPLEMENTED BY THE PRODUCT(S) HAVE INHERENT LIMITATIONS, AND LICENSEE
MUST DETERMINE THAT THE PRODUCT(S) SUFFICIENTLY MEET LICENSEE'S REQUIREMENTS.
LICENSOR AND ITS SUPPLIERS SHALL HAVE NO OBLIGATIONS UNDER THE WARRANTY
PROVISIONS SET FORTH HEREIN IF LICENSEE SUBJECTS THE MEDIA TO ACCIDENT OR ABUSE;
ALTERS, MODIFIES OR MISUSES THE PRODUCT(S), EXCEPT AS SPECIFICALLY AUTHORIZED OR
PROVIDED FOR BY NETSCAPE IN WRITING; USES THE PRODUCT(S) INCORPORATED, ATTACHED
OR IN COMBINATION WITH NON-NETSCAPE SOFTWARE OR ON ANY COMPUTER SYSTEM OTHER
THAN THAT FOR WHICH THE PRODUCT IS INTENDED, AS SUCH IS SPECIFIED IN THE
APPLICABLE DOCUMENTATION BY NETSCAPE; OR LICENSEE VIOLATES THE TERMS OF THIS
AGREEMENT. THE EXTENT OF LICENSOR'S DUTY UNDER THIS LIMITED WARRANTY SHALL BE
THE CORRECTION OR REPLACEMENT OF ANY PRODUCT WHICH FAILS TO MEET THIS WARRANTY.
IN THE EVENT OF A BREACH OF THIS WARRANTY, AND IF LICENSEE PROVIDES LICENSOR
WITH A WRITTEN REPORT DURING THE WARRANTY PERIOD, LICENSOR WILL USE REASONABLE
EFFORTS TO CORRECT OR REPLACE PROMPTLY, AT NO CHARGE TO LICENSEE, THE ERRORS OR
FAILURES;  IN THE EVENT THAT NETSCAPE IS UNABLE TO CORRECT SUCH ERRORS OR
FAILURES, NETSCAPE WILL REFUND THE LICENSE FEES PAID TO NETSCAPE BY LICENSEE FOR
THE PRODUCT(S) GIVING RISE TO THE WARRANTY NON-CONFORMANCE. THIS IS LICENSEE'S
SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTIES
HEREUNDER. NOTWITHSTANDING THE FOREGOING, SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF CERTAIN IMPLIED WARRANTIES; HOWEVER, THE EXCLUSIONS OF LICENSOR'S
WARRANTY IN THIS LIMITED WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW. THIS AGREEMENT DOES NOT EXCLUDE ANY WARRANTIES THAT
MAY NOT BE EXCLUDED BY LAW AND ANY LIABILITY ARISING HEREUNDER SHALL BE LIMITED
TO THE CORRECTION OR REPLACEMENT OF THE APPLICABLE PRODUCT, AT LICENSOR'S
OPTION.

8.  Confidentiality. "Confidential Information" shall mean, except as otherwise
required by law, this Agreement, if the terms have been negotiated, pricing
information, and all information a party discloses to the other which has been
either (i) characterized in writing as confidential at the time of its
disclosure or (ii) orally characterized as confidential at the time of
disclosure, except for information which the receiving party can demonstrate:
(a) is previously rightfully known to the receiving party without restriction on
disclosure; (b) is or becomes, from no act or failure to act on the part of the
receiving party, generally known in the relevant industry or public domain; (c)
is disclosed to the receiving party by a third party as a matter of right and
without restriction on disclosure; or (d) is independently developed by the
receiving party without access to the Confidential Information. Each receiving
party shall at all times, both during the term hereof and for a period of at
least 3 years after termination, keep in confidence all such Confidential
Information using a standard of care such party uses with its own information of
this nature, but in no event less than reasonable care. The receiving party
shall not use any Confidential Information other than in the course of its
permitted activities hereunder. Without the prior written consent of the
disclosing party, the receiving party shall not disclose any Confidential
Information except on a "need to know" basis to an employee or contractor under
binding obligations of confidentiality substantially similar to those set forth
herein. If a receiving party is legally compelled to disclose any of the
disclosing party's Confidential Information, then, prior to such disclosure, the
receiving party will (i) assert the privileged and confidential nature of the
Confidential Information and (ii) cooperate fully with the disclosing party in
protecting against any such disclosure and/or obtaining a protective order
narrowing the scope of such disclosure and/or use of the Confidential
Information. In the event such protection is not obtained, the receiving party
shall disclose the Confidential Information only to the extent necessary to
comply with the applicable legal requirements.

9.  Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (OR ANY DIRECT DAMAGES
WITH RESPECT SOLELY TO ANY DATABASE

                                      17
<PAGE>

PRODUCT PROVIDED WITH THE PRODUCT) ARISING OUT OF THE USE OF OR INABILITY TO USE
THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK
STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL
DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF
THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM
IS BASED. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS
AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES LICENSEE
PAID FOR THE PRODUCT GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, WITH THE EXCEPTION OF DEATH OR PERSONAL
INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW
PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO
THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. LICENSEE IS SOLELY
RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF ANY CONTENT PROVIDED BY LICENSEE
AND/OR ANY MATERIAL TO WHICH USERS CAN LINK THROUGH SUCH CONTENT. ANY DATA
INCLUDED IN A PRODUCT UPON SHIPMENT FROM LICENSOR IS FOR TESTING USE ONLY AND
LICENSOR HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM. THE EXTENT OF
LICENSOR'S LIABILITY FOR THE LIMITED WARRANTY SECTION SHALL BE AS SET FORTH
THEREIN.

10.  Encryption. If Licensee wishes to use the cryptographic features of any
Product, then Licensee may need to obtain and install a signed digital
certificate from a certificate authority or a certificate server in order to
utilize the cryptographic features. Licensee may be charged additional fees for
certification services. Licensee is responsible for maintaining the security of
the environment in which the Product is used and the integrity of the private
key file used with the Product. In addition, the use of digital certificates is
subject to the terms specified by the certificate provider, and there are
inherent limitations in the capabilities of digital certificates. If Licensee is
sending or receiving digital certificates, Licensee is responsible for
familiarizing itself with and evaluating such terms and limitations. If the
Product is a version with FORTEZZA, Licensee will need to obtain PC Card Readers
and FORTEZZA Crypto Cards from another vendor to enable the FORTEZZA features.

11.  Export Control. Licensee agrees to comply with all export laws and
restrictions and regulations of the U.S. Department of State, Department of
Commerce or other United States or foreign agency or authority, and not to
export or re-export any Product or any direct product thereof in violation of
any such restrictions, laws or regulations, or without all necessary approvals.
As applicable, each party shall obtain and bear all expenses relating to any
necessary licenses and/or exemptions with respect to its own export of the
Product from the U.S. Neither the Product nor the underlying information or
technology may be downloaded or otherwise exported or re-exported (i) into Cuba,
Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to
U.S. trade sanctions covering the Product, to individuals or entities controlled
by such countries, or to nationals or residents of such countries other than
nationals who are lawfully admitted permanent residents of countries not subject
to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals and Blocked Persons or the U.S. Commerce
Department's Table of Denial Orders. By downloading or using the Product,
Licensee agrees to the foregoing and represents and warrants that it complies
with these conditions.

If the Product(s) are identified as being not-for-export (for example, on the
box, media or in the installation process), then, unless Licensee has an
exemption from the United States government, the following applies: EXCEPT FOR
EXPORT TO CANADA FOR USE IN CANADA BY CANADIAN CITIZENS, THE PRODUCT(S) AND ANY
UNDERLYING ENCRYPTION TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES
OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY U.S. GOVERNMENT
REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, NATIONAL
OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY DOWNLOADING OR USING THE
SOFTWARE, LICENSEE AGREES TO THE FOREGOING AND WARRANTS THAT IT IS NOT A
"FOREIGN PERSON" OR UNDER THE CONTROL OF A "FOREIGN PERSON."

12.  High Risk Activities. The Product(s) are not fault-tolerant and are not
designed, manufactured or intended for use or resale as on-line control
equipment in hazardous environments requiring fail-safe performance, such as in
the operation of nuclear facilities, aircraft navigation or communication
systems, air traffic control, direct life support machines, or weapons systems,
in which the failure of any Product could lead directly to death, personal
injury, or severe physical or environmental damage ("High Risk Activities").
Accordingly, Licensor and its suppliers specifically disclaim any express or
implied warranty of fitness for High Risk Activities. Licensee agrees that
Licensor and its suppliers will not be liable for any claims or damages arising
from the use of any Product in such applications.

13.  U.S. Government End Users. The Product is a "commercial item," as that term
is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
software" and "commercial computer software documentation," as such terms are
used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users
acquire the Product with only those rights set forth herein.

14.  Purchase Orders. Licensee shall place written purchase orders for
additional unit licenses. If Licensee is purchasing such licenses from Licensor,
the purchase orders shall include the following information: (i) reference to
the Agreement number on the Order Form, if applicable; (ii) description of each
Product ordered, quantity and price; (iii) shipping instructions and
destination; (iv) requested delivery date; (v) bill to address; and (vi)
restatement of the payment terms on the Product Schedule, if applicable.


                                      18
<PAGE>

15.  Notices. Any notice required or permitted hereunder shall be in English, in
writing and shall be deemed to be properly given upon the earlier of (i) actual
receipt by the addressee (including facsimile or e-mail) or (ii) 5 business days
after deposit in the mail, postage prepaid, when mailed by registered or
certified airmail, return receipt requested, or (iii) 2 business days after
being sent via private industry courier to the respective parties at the
addresses set forth in the Order Form or to such other person or address as the
parties may designate in a writing. Notices to Licensor shall be to the
attention of the Legal Department, at Netscape Communications Corporation, 501
East Middlefield Road, Mountain View, CA 94043, USA.

16. Indemnity.  (a)  Netscape shall defend or settle and indemnify, at its
option, any action brought against Licensee to the extent it is based on a claim
that use or reproduction by Licensee of the Netscape-owned portion of the
Product hereunder infringes any valid U.S. patent,  copyright or trade secret.
Netscape will pay resulting costs, damages and legal fees finally awarded
against Licensee in such action which are attributable to such claim provided
that: (i) Licensee promptly notifies Netscape in writing of any such claim; (ii)
Netscape has sole control of the defense and all related settlement
negotiations; and (iii) Licensee cooperates with Netscape, at Netscape's
expense, in defending or settling such claim.  Should a Product become, or be
likely to become in Netscape's opinion, the subject of infringement of such U.S.
patent,  copyright or trade secret, Netscape may (I) procure for Licensee the
right to continue using the same or (II) replace or modify it to make it non-
infringing.  Netscape shall have no obligation or liability for, and Licensee
shall defend, indemnify and hold Netscape harmless from and against, any claim
based upon: (A) use of other than the then-current, unaltered version of the
Product, unless the infringing portion is also in the then-current, unaltered
release; (B) use, operation or combination of the Product with non-Netscape
programs, data, equipment or documentation if such infringement would have been
avoided but for such use, operation or combination; (C) Licensee's or its
agent's activities after Netscape has notified Licensee that Netscape believes
such activities may result in such infringement; (D) compliance with Licensee's
designs, specifications or instructions for the Product; (E) any modifications
or marking of the Product not specifically authorized in writing by Netscape;
(F) any unauthorized use of any Netscape intellectual property; (G) any content
provided by Licensee and/or any material to which users can link through such
content; or (H) third party software.  The foregoing states the entire liability
of Netscape and the exclusive remedy of Licensee with respect to infringement of
any intellectual property right, whether under theory of warranty, indemnity or
otherwise.


(b) Licensee acknowledges that it is responsible for any and all claims,
liabilities, losses, damages, expenses and costs (including reasonable
attorneys' fees and costs) relating to Licensee's use or reproduction of the
Product or Documentation, except to the extent that Netscape is responsible
under Section 16(a) above or such claims, liabilities, losses, damages,
expenses, and costs are found by a court of competent jurisdiction to be
Netscape's responsibility due to Netscape's negligence or willful misconduct.

17.  Miscellaneous. (a) This Agreement constitutes the entire agreement between
the parties concerning the subject matter hereof and supersedes all prior and
contemporaneous agreements and communications, whether oral or written, between
the parties relating to the subject matter hereof, and all past courses of
dealing or industry custom. The terms and conditions hereof shall prevail
exclusively over any written instrument submitted by Licensee, including
purchase order, and Licensee hereby disclaims any terms therein, except for
terms therein relating to product description, quantity thereof, pricing
therefor, shipment and delivery. (b) This Agreement may be amended only by a
writing signed by an executive vice president of Netscape and a duly authorized
representative of Licensee. (c) This Agreement shall be governed by the laws of
the State of California, U.S.A., without reference to its conflict of law
provisions. (d) Any dispute hereunder will be negotiated between the parties
commencing upon written notice from one party to the other. Settlement
discussions and materials will be confidential and inadmissible in any
subsequent proceeding without both parties' consent. If the dispute is not
resolved by negotiation within 45 days following such notice, the parties will
refer the dispute to non-binding mediation conducted by JAMS/EndDispute. The
parties will share the costs of mediation. If the dispute is not resolved after
45 days of mediation, the parties will refer the dispute to binding arbitration
by JAMS/EndDispute in Santa Clara County, California. The results of any
arbitration will be final and non-appealable, except that either party may
petition any court of competent jurisdiction to review any decision relating to
intellectual property matters (including the scope of license rights), vacating
or modifying erroneous conclusions of law or findings of fact not supported by
substantial evidence. The arbitrator may fashion any legal or equitable remedy
except punitive or exemplary damages, which both parties waive. The arbitrator
will render a written decision, which may be entered in and enforced by any
court of competent jurisdiction, but which will have no preclusive effect in
other matters involving third parties. The losing party will pay the costs of
the arbitration and the reasonable legal fees and expenses of the prevailing
party, as determined by the arbitrator. The parties will jointly pay arbitration
costs pending a final allocation by the arbitrator. At any point in the dispute
resolution process, either party may seek injunctive relief preserving the
status quo pending the outcome of that process. Except as noted, the parties
waive any right to judicial process.  The U.S. Arbitration Act and
JAMS/EndDispute rules will govern the arbitration process. Absent fraudulent
concealment, neither party may raise a claim more than 3 years after it arises
or any shorter period provided by applicable statutes of limitations.
Notwithstanding the foregoing, Licensor reserves the right to invoke the
jurisdiction of any competent court to remedy or prevent violation of any
provision in the Agreement relating to payment, Netscape Confidential
Information or Netscape intellectual property. (e) This Agreement shall not be
governed by the United Nations Convention on Contracts for the International
Sale of Goods. (f) If any provision in this Agreement should be held illegal or
unenforceable by a court having jurisdiction, such provision shall be modified
to the extent necessary to render it enforceable without losing its intent, or
severed from this Agreement if no such modification is possible, and other
provisions of this Agreement shall remain in full force and effect. (g) The
controlling language of this Agreement is English. If Licensee has received a
translation into another language, it has been provided for Licensee's
convenience only. (h) A waiver by either party of any term or condition of this
Agreement or any breach thereof, in any one instance, shall not waive such term
or condition or any subsequent breach thereof. (i) The provisions of this
Agreement which require or contemplate performance after the expiration or
termination of this Agreement shall be enforceable notwithstanding said
expiration or termination. (j) Licensee may not assign or otherwise transfer by
operation of law or otherwise this Agreement or any rights or obligations herein
without the prior express written consent of Licensor, which will not be
unreasonably withheld, except that Licensee may assign this Agreement to a party
acquiring all or substantially all of Licensee's assets without Netscape's
consent.. (k) This Agreement shall be binding upon and shall inure to the
benefit of the parties, their successors and permitted assigns. (l) If
applicable, this Agreement may be executed in counterparts or by facsimile, each
of which shall be deemed an original, and all of which together shall constitute
one and the same agreement. (m) Neither party shall be in default or be liable
for any delay, failure in performance (excepting the obligation to pay) or
interruption of service resulting directly or indirectly from any cause beyond
its reasonable

                                      19
<PAGE>

control. (n) The relationship between Licensor and Licensee is that of
independent contractors and neither Licensee nor its agents shall have any
authority to bind Licensor in any way. (o) If any dispute arises under this
Agreement, the prevailing party shall be reimbursed by the other party for any
and all legal fees and costs associated therewith. (p) If any Netscape
professional services are being provided, then such professional services are
provided pursuant to the terms of a separate Professional Services Agreement
between Netscape and Licensee. The parties acknowledge that such services are
acquired independently of the Products licensed hereunder, and that provision of
such services is not essential to the functionality of such Products. (q) The
headings to the sections of this Agreement are used for convenience only and
shall have no substantive meaning. (r) Licensor may use Licensee's name in any
customer reference list or in any press release issued by Licensor regarding the
licensing of the Product and/or provide Licensee's name and the names of the
Products licensed by Licensee to third parties.

18.  Licensee Outside the U.S. If Licensee is located outside the U.S., then the
provisions of this Section shall apply. (i) If Licensee is purchasing licenses
directly from Netscape and if Netscape and Licensee are not located in the same
country, then, if any applicable law requires Licensee to withhold amounts from
any payments to Netscape hereunder Licensee shall effect such withholding, remit
such amounts to the appropriate taxing authorities and promptly furnish Netscape
with tax receipts evidencing the payments of such amounts, and the sum payable
by Licensee upon which the deduction or withholding is based shall be increased
to the extent necessary to ensure that, after such deduction or withholding,
Netscape receives and retains, free from liability for such deduction or
withholding, a net amount equal to the amount Netscape would have received and
retained absent such required deduction or withholding. (ii) Les parties aux
presentes confirment leur volonte que cette convention de meme que tous les
documents y compris tout avis qui s'y rattache, soient rediges en langue
anglaise. (translation: "The parties confirm that this Agreement and all related
documentation is and will be in the English language.") (iii) Licensee is
responsible for complying with any local laws in its jurisdiction which might
impact its right to import, export or use the Product(s), and Licensee
represents that it has complied with any regulations or registration procedures
required by applicable law to make this license enforceable.


NETSCAPE APPLICATION PRODUCTS TERMS AND CONDITIONS
--------------------------------------------------

These Terms apply to Netscape Application Server, Netscape Application Builder,
Netscape Extension Builder, and the Netscape Application Extensions


1.  Agreement. The Agreement governing Licensee's use of the Product(s)
identified above ("Application Products") consists of these Netscape Application
Products Terms and Conditions, the General Terms, and, if provided, the (i)
Corporate End User Order Form and Product Schedule or (ii) Quotation and Offer
form, as applicable.


2.  License Grant. Subject to payment of applicable license fees, Licensor
grants Licensee a non-exclusive and non-transferable (except as such licenses
are assignable as  set forth in Paragraph 17j of the General Terms and
Conditions)  license to use the executable code version of the Application
Product(s) and accompanying documentation in the territory of use allowed under
the license fee paid by Licensee (the "Territory"), according to the terms and
conditions of this Agreement. Licensee may:



 a. Use Netscape Application Server and any Netscape Application Extensions that
    it has licensed on the specific Designated System(s) identified in the
    Product Schedule, or temporarily on a backup Designated System if a
    specified Designated System is inoperative.


 b. Allow use of Netscape Application Builder and Netscape Extension Builder by
    the number of developers indicated on the Product Schedule for the purpose
    of developing components to be deployed on Netscape Application Server.

 c. Install the C++ OCL Client Kit on the number of computers identified in the
    Product Schedule.

 d. Add CPUs to the Designated System(s) or transfer Netscape Application Server
    or any Netscape Application Extensions to another Designated System so long
    as Licensee pays Licensor's then-current per CPU license fees for any
    additional CPUs, and provides Licensor with the make, model, operating
    system and number of CPUs of the new or reconfigured Designated System.

 e. Copy the documentation, without change, as necessary to fully utilize the
    Application Product(s), provided the copies contain all of the original
    proprietary notices.

 f. Use any Netscape or third party products bundled with an Application Product
    only in conjunction with that Application Product, and not with other
    software products or on a stand-alone basis.

                                      20
<PAGE>

g. If an Application Product contains header files or class libraries, copy and
use the header files and class libraries solely to create and distribute
programs to interface with the Application Product's Application Program
Interfaces. Licensee may not modify the header files or class libraries.

3.  Fees. For Netscape Application Server and any Netscape Application
    Extensions that Licensee has licensed, license fees are required for each
    CPU contained in the Designated System(s) upon which those Application
    Products are installed. For Netscape Application Builder and Netscape
    Extension Builder, license fees are required for each developer who is using
    them. For the C++ OCL Client Kit, license fees are required for each
    computer upon.

                                       21
<PAGE>

              NETSCAPE COMMERCEXPERT PRODUCT TERMS AND CONDITIONS
    These Terms apply to BuyerXpert, SellerXpert, ECXpert, DeveloperXpert,
               PublishingXpert and Merchant System/MerchantXpert



1.  Agreement. The Agreement governing Licensee's use of the Product(s)
identified above ("Commerce Products") consists of these Netscape CommerceXpert
Product Terms and Conditions, the General Terms, and, if provided, the (i)
Corporate End User Order Form and Product Schedule or (ii) Quotation and Offer
form, as applicable.

2.  License Grant. Subject to payment of applicable license fees, Licensor
grants Licensee a non-exclusive and non-transferable (except as such licenses
are assignable as  set forth in Paragraph 17j of the General Terms and
Conditions)   license to use the executable code version of the Commerce
Product(s) and accompanying documentation in the territory of use allowed under
the license fee paid by Licensee (the "Territory"), according to the terms and
conditions of this Agreement. The original copy of the Commerce Product(s) that
you received is your archival copy.  Licensee may:

 a. Use the Commerce Products on the Designated System(s) identified in the
    Product Schedule for the purpose of conducting electronic transactions. No
    other use, including without limitation Multi-Hosting, is allowed unless
    such use is permitted elsewhere in this Agreement and the applicable license
    fees for such use have been paid. The Designated System(s) will be limited
    to two central processing units ("CPUs") unless fees for additional CPUs
    have been paid.

 b. If the Commerce Product is DeveloperXpert and Licensee has also purchased a
    license for ECXpert, use DeveloperXpert to develop web-based applications
    that work in conjunction with ECXpert ("Developed Applications"). Licensee
    may only run the Developed Applications on the same Designated System as
    ECXpert. Licensee may only use the Developed Applications for its own
    business operations unless it has paid the applicable additional fees for
    multi-hosting and service bureau use. Licensee may not use DeveloperXpert to
    develop Developed Applications for use in conjunction with any products
    other than ECXpert and may not distribute the Developed Applications outside
    Licensee's company. The use of any Netscape server and client products
    bundled with DeveloperXpert is governed by the License Agreements
    accompanying those products, except that such Netscape products may only be
    used with DeveloperXpert and only for development and testing purposes.
    Licensee will need to separately purchase a license for the web server to be
    deployed for use with the Developed Applications.

 c. If Licensee has licensed a relational database from Licensor for use with a
    Commerce Product, use the relational database only with that Commerce
    Product and only upon payment of the applicable per CPU fees for use of the
    relational database on the Designated System(s) identified in the Product
    Schedule. If Licensee wishes to use a relational database with another
    Commerce Product, it must purchase a license for use of the relational
    database with that second Commerce Product. Even if Licensee has purchased a
    Multi-Hosting license for a Commerce Product, the relational database may
    not be used for Multi-Hosting or service bureau purposes.

 d. Add CPUs to the Designated System(s) or transfer the Commerce Product(s) or
    Developed Application(s) to another Designated System so long as Licensee
    pays Licensor's then-current per CPU license fees for any additional CPUs,
    and provides Licensor with the make, model, operating system and number of
    CPUs of the new or reconfigured Designated System.

 e. If the Commerce Product(s) contain a Visigenic VisiBroker development
    component, use the Visigenic VisiBroker development component on no more
    than one computer by no more than one developer. The single allowed
    developer may use both VisiBroker for C++ and VisiBroker for Java.

 f. If the Commerce Product(s) contain a Visigenic runtime component, use the
    Visigenic runtime component to invoke object implementations, provided that
    the invoking application (i) is one or more components of the Commerce
    Product or (ii) interoperates with and runs on the same computer as the
    Commerce Product.

 g. If a Commerce Product contains header files or class libraries, copy and use
    the header files and class libraries solely to create and distribute
    programs to interface with the Commerce Product's APIs. Licensee may not
    modify the header files or class libraries.

 h. If Licensee has purchased a Netscape Content Management Server ("Content
    Server") license, use Content Server solely for the purpose of managing
    content to be published on Netscape PublishingXpert. If Licensee has
    purchased a Multi-Hosting license for PublishingXpert, Licensee may purchase
    Content Server licenses for use by its hosting service customers by
    submitting a purchase order. Licensee may then distribute the number of
    copies of Content Server it has licensed to its hosting service customers in
    the Territory for their use solely in managing content to be published to
    Licensee's PublishingXpert, provided Licensee is solely responsible for
    providing front-line support to such customers and Licensee is responsible
    for such customers complying with the terms of the license agreement
    provided with Content Server. Licensee has no right to reproduce Content
    Server.

 i. If Licensee has purchased a Multi-Hosting license for a Commerce Product,
    use that Commerce Product on the Designated System(s) identified for such
    use in the Product Schedule to allow the conduct of electronic transactions
    by third parties.

                                       22
<PAGE>

 j. If Licensee has purchased a Development and Testing license for a Commerce
    Product, use the applicable Commerce Product on a Designated System with no
    more than 2 CPUs solely for quality assurance, development and testing
    purposes. This Development and Testing copy may not be used in a production
    environment nor as a backup or archival copy. The Development and Testing
    license is only available if a standard production license has been
    purchased.

 k. If Licensee is a Netscape authorized reseller and has acquired a
    demonstration license for any Commerce Product, use such Commerce Product
    only for the purpose of demonstration and not for any other purpose set
    forth in this Agreement. Upon completion of the demonstration use, the
    Commerce Product must be de-installed.

 l. Use any Netscape or third party products bundled with a Commerce Product
    only in conjunction with that Commerce Product, and not with other software
    products or on a stand-alone basis.

3. Fees. With the exception of DeveloperXpert, license fees are required for
each CPU contained in the Designated System upon which the Commerce Product is
installed. For DeveloperXpert, license fees are required for each CPU contained
in the Designated System upon which the Developed Applications will be running.

4.  Payment Processing. If Licensee wishes to use the payment processing
software for any Commerce Product, Licensee must establish a relationship with a
compatible merchant processing service and may need to establish a relationship
with a compatible payment processing service, both of which are equipped to
receive payment authorization requests, capture requests, and settlement
requests from the Commerce Product.  If Licensor modifies the Commerce Product
such that it is no longer compatible with most merchant or payment processing
services in the Territory or if Licensor is notified in writing by a merchant or
payment processing service in the Territory that it will no longer be compatible
with the Commerce Product, Licensor will advise Licensee promptly of such
changes. Licensee is not a merchant processing service or payment processing
service and this Agreement does not create any such relationship. Such
relationship will be subject to the terms, conditions and approval requirements
of the relevant processing service.

5.  Aspect Catalog. If Licensee wishes to enable the Aspect product catalog
feature for a Commerce Product, Licensee may need to obtain a key to enable such
feature by providing Licensor with the host ID and IP address of the applicable
Designated System.

                                       23
<PAGE>

NETSCAPE SERVER PRODUCT TERMS AND CONDITIONS

THESE TERMS APPLY TO SUITESPOT, CALENDAR EXPRESS, CALENDAR SERVER, CERTIFICATE
------------------------------------------------------------------------------
SERVER, COLLABRA SERVER, COMPASS SERVER, CONTENT MANAGEMENT SERVER (PART OF
---------------------------------------------------------------------------
PUBLISHINGXPERT), DIRECTORY SERVER, ENTERPRISE SERVER, FASTTRACK SERVER,
------------------------------------------------------------------------
MESSENGER EXPRESS, MESSAGING SERVER, PROCESS MANAGER & PROXY SERVER1.
----------------------------------------------------------------------
AGREEMENT.
-----------

THE AGREEMENT GOVERNING LICENSEE'S USE OF THE PRODUCT(S) IDENTIFIED ABOVE
-------------------------------------------------------------------------
("SERVER PRODUCTS") CONSISTS OF THESE NETSCAPE SERVER PRODUCT TERMS AND
-----------------------------------------------------------------------
CONDITIONS, THE GENERAL TERMS, AND, IF PROVIDED, THE (I) CORPORATE END USER
---------------------------------------------------------------------------
ORDER FORM AND PRODUCT SCHEDULE OR (II) QUOTATION AND OFFER FORM, AS APPLICABLE.
--------------------------------------------------------------------------------

2.  License Grant.  Subject to payment of applicable license fees, Licensor
grants Licensee a non-exclusive and non-transferable (except as such licenses
are assignable as  set forth in Paragraph 17j of the General Terms and
Conditions)   license to use the executable code version of the Server
Product(s) and accompanying documentation in the territory of use allowed under
the license fee paid by Licensee (the "Territory"), according to the terms and
conditions of this Agreement. Licensee is only entitled to a refund if one is
offered by Licensee's place of purchase. "Users" is defined for each Server
Product in the User Definitions and Number of Users table found at the following
URL: http://home.netscape.com/servers/pricing/license.html (the "User Table").
License fees must be paid for all Users who have access to the Server Product's
services, not just the number who may access those services concurrently.
Additional fees are required prior to providing access to additional Users (with
the exceptions noted above). It is recommended that Licensee print out a copy of
the User Table page on the date of purchase as confirmation of the information
provided therein.  Licensee may:


 a. Allow access to the functionality and/or services provided by the Server
    Product(s) by the number of Users for whom Licensee has paid license fees,
    as identified on Licensee's Certificate of Authenticity, unless (i) Licensee
    has purchased a license at special pricing exclusively for extranet Users,
    in which case Licensee may permit access to the specified functionality and
    services only by Users who are not employees or full-time independent
    contractors, and only by the number of Users specified on the Product
    Schedule, (ii) Licensee has purchased a Search and Browse only, per CPU
    license for Netscape Compass Server (available only for internet and
    extranet use), in which case Compass Server may not be installed on a
    computer system with more CPUs than the number licensed, no use of My
    Compass is allowed, and unlimited user access may be granted for searching
    and browsing, (iii) Licensee has purchased an unlimited User license for a
    Server Product for which such licenses are available, or (iv) Licensee is
    using the PM Builder component of Netscape Process Manager, which is
    licensed on a per developer basis. When licensing SuiteSpot, the number of
    Users for whom license fees must be paid is the largest number of Users who
    will have access to any of the included Server Products. Additional fees are
    required prior to providing access to additional Users (with the exceptions
    noted above). Extranet-only licenses are not available for the provision of
    hosting services, such as ISP services.

 b. If the Server Product is SuiteSpot, reproduce, without change, the number of
    copies of the Server Products in SuiteSpot necessary to support the number
    of Users on Licensee's Certificate of Authenticity. For individual Server
    Product(s) that are licensed on a per-User basis, one copy may be installed
    for every 50 licensed Users, except that if the User Table provides
    different information, Licensee may make the number of copies indicated in
    the User Table. However, if a relational database product is provided with a
    Server Product, Licensee may only make one copy of such relational database,
    even if additional Users have been licensed. See the Relational Database
    Rights and Limitations section below for more information on database use.

 c. Make, without change, the number of copies of the documentation provided
    with the Server Product(s) necessary to support the Server Product(s)
    copied.

 d. Sublicense the right to use and reproduce the Server Product(s) and related
    documentation under this Agreement to subsidiaries of Licensee provided
    Licensee is responsible for each such entity complying with the terms of
    this Agreement.

 e. Use the "Powered By Netscape SuiteSpot" logo (the "Logo") on its website
    (internal or external) provided (i) the site operates on or utilizes any
    Server Product or combination of Server Products and (ii) Licensee agrees to
    the applicable terms and conditions of use described in the Logo usage
    guidelines found at: http://home.netscape.com/comprod/mirror/
    powered_suitespot_guidelines.html. This license does not grant Licensee any
  rights to use the Logo on products or services. It also does not grant
  Licensee any rights to use other Netscape trademarks or logos.

 f. If the Server Product(s) contain header files, copy and use the header files
    solely to create and distribute programs to interface with the server APIs.

 g. If the Server Product(s) contain Java classes other than classes which are
    part of the Server Product's programming interface ("Sample Java Classes"),
    copy and use the Sample Java Classes solely to create and distribute
    programs to interface with Netscape products.

                                       24
<PAGE>

 h. If applicable, run multiple instances of the Netscape Resource Description
    Server and Netscape Compass Server software for content robotting on
    multiple computers.

 i. If applicable, install and run multiple instances of the Netscape Mission
    Control Console client on multiple computers and platforms for remote and
    distributed administration of servers and applications.

 j. If applicable, run the server-side JavaScript compiler on an unlimited
    number of computers.

 k. If the Server Product is Netscape Messenger Express ("ME"), modify ME to
    meet Licensee's needs. The modified version may only be used by Licensee.
    Any modified code will not be supported or warranted by Licensor. ME,
    including any modified versions created by Licensee, may only be used in
    conjunction with Netscape Messaging Server and may not be used with any
    third party server product. Licensee may allow use of ME by the same number
    of Users licensed for use of Messaging Server. If Licensee wishes to submit
    modifications to ME to Netscape for possible inclusion in a future version
    of ME, Licensee must go to the following URL for submission information, and
    must agree to the license terms posted there. The ME submission site can be
    found at http://home.netscape.com/messaging/v3.5/custmod.html.

 l. If the Server Product is or includes Netscape Calendar Express, use Netscape
    Calendar Express only in conjunction with Netscape Calendar Server. Netscape
    Calendar Express may not be used with any other server product. Licensee may
    allow use of Netscape Calendar Express by the same number of Users licensed
    for use of Calendar Server.

 m. If Netscape Directory Server is provided with another Server Product, with
    the exception of Netscape Process Manager, allow access to the functionality
    and services of Netscape Directory Server by the same Users who are licensed
    to access the Server Product's functionality and services. In order to allow
    access by additional Users, Licensee must pay additional license fees. In
    the case of Netscape Process Manager, the only information that may be
    loaded into the embedded Netscape Directory Server software is (i) the
    automatically generated process definitions, (ii) user data provided by
    Netscape with Netscape Process Manager for testing and evaluation purposes
    and (iii) user information to be used to resolve groups and roles by Process
    Manager. All other Netscape Process Manager user information must be stored
    in a separate LDAP directory product. Licensee may use Netscape Directory
    Server copies that are provided as the embedded directory service component
    of a third party software product or application only for such embedded
    directory services and not to provide directory services for other software
    products or to provide standalone directory services (unless the license
    provided with the third party product containing an embedded Netscape
    Directory Server explicitly grants additional rights).

 n. Use any Netscape Communicator software provided with a Server Product in
    accordance with the Netscape Client Product Terms and Conditions.

 o. Use the Informix database in Netscape Certificate Server only on a single
    computer upon which Certificate Server is installed, and only as a
    repository for Certificate Server's data. The Informix database may be
    accessed only by tools intended for use with Certificate Server. If the
    Server Product is SuiteSpot with an Informix database, Licensee may use the
    Informix database for additional purposes as further described below in the
    Relational Database Rights and Limitations section.

 p. If the Server Product(s) contain a Visigenic VisiBroker development
    component, use the Visigenic VisiBroker development component on no more
    than one computer by no more than one developer. The single allowed
    developer may use both VisiBroker for C++ and VisiBroker for Java.

 q. If the Server Product(s) contain a Visigenic runtime component, use the
    Visigenic runtime component to invoke object implementations, provided that
    the invoking application (i) is one or more components of the Server Product
    or (ii) interoperates with and runs on the same computer as the Server
    Product.

 r. If the Server Product is Netscape Process Manager, use the embedded Netscape
    Enterprise Server software only in conjunction with Netscape Process
    Manager, and not for any other purpose.

 s.  Relational Database Rights and Limitations. If the Server Product is
     SuiteSpot with an included database product, then the following rights and
     limitations govern Licensee's use of the included database:

       1. Informix Database. If the SuiteSpot software includes an Informix
       database, the Informix database may be used only (i) for the purpose of
       developing Netscape web server applications ("Web Server Applications");
       and (ii) to reproduce and distribute a single copy of the runtime version
       of the Informix database for use solely as a component of a Web Server
       Application and only on a single computer for up to 32 connections (the
       "Deployment System"). A "connection" means a computer process generated
       by the designated computer to service on-line users of the Web Server
       Applications. A single connection may support a multitude of users, the
       exact number of which depends on the particular circumstances. Multiple
       Web Server Applications may reside on the Deployment System, provided
       that all such applications access only the single copy of the Informix
       database and all Web Server Applications together use no more than 32
       connections. Licensee may use the Informix database to develop any number
       of Web Server Applications, but once Licensee has distributed a single
       runtime version of the Informix database in any one Web Server
       Application, Licensee may not distribute the Informix database in another
       copy of that Web Server Application or as part of any subsequent Web
       Server Application. In order to provide a database product as part of
       Licensee's Web Server Application either Licensee must purchase a
       separate database product license for each recipient, or each recipient
       to whom Licensee distributes a Web Server Application must license its
       own copy of a database product. Licensee may not establish direct
       connections with the Informix database other than through Enterprise
       Server software or use the Informix database for any purpose other than
       developing and executing Web Server Applications.

                                       25
<PAGE>

     2. ORACLE DATABASE.  IF THE SUITESPOT SOFTWARE INCLUDES AN ORACLE DATABASE,
     ---------------------------------------------------------------------------
     LICENSEE IS LICENSED TO RUN THE ORACLE DATABASE ONLY ON A SINGLE PROCESSOR
     --------------------------------------------------------------------------
     ON THE SAME COMPUTER UPON WHICH ENTERPRISE SERVER SOFTWARE IS INSTALLED FOR
     ---------------------------------------------------------------------------
     INTERNAL BUSINESS PURPOSES, AND ONLY PERMITTING ACCESS BY UP TO TEN NAMED
     -------------------------------------------------------------------------
     USERS. THE ORACLE DATABASE MAY BE USED ONLY FOR THE PURPOSE OF DEVELOPING
     -------------------------------------------------------------------------
     WEB SERVER APPLICATIONS, AND FOR NO OTHER PURPOSE. LICENSEE MAY NOT
     -------------------------------------------------------------------
     DISTRIBUTE THE ORACLE DATABASE WITH WEB SERVER APPLICATIONS. IN ORDER TO
     ------------------------------------------------------------------------
     PROVIDE A DATABASE PRODUCT AS PART OF LICENSEE'S WEB SERVER APPLICATION
     -----------------------------------------------------------------------
     EITHER LICENSEE MUST PURCHASE A SEPARATE DATABASE PRODUCT LICENSE FOR EACH
     --------------------------------------------------------------------------
     RECIPIENT, OR EACH RECIPIENT TO WHOM LICENSEE DISTRIBUTES A WEB SERVER
     ----------------------------------------------------------------------
     APPLICATION MUST LICENSE ITS OWN COPY OF A DATABASE PRODUCT. LICENSEE MAY
     -------------------------------------------------------------------------
     NOT ESTABLISH DIRECT CONNECTIONS WITH THE ORACLE DATABASE OTHER THAN
     --------------------------------------------------------------------
     THROUGH ENTERPRISE SERVER SOFTWARE.
     -----------------------------------

3.  Fees. License fees for most Server Products are based on the number of
Users accessing certain functionality and/or services of the Server Product.
User-based licensing applies to these server products. Detailed information
regarding user-based and other types of licensing and license fees can be found
at the User Table page. It is recommended that Licensee print out a copy of the
User Table page on the date of purchase as confirmation of the information
therein.



                   NETSCAPE  MAINTENANCE  PLAN - SILVER/GOLD

   These terms and conditions apply to the provision of Maintenance service
                                   hereunder



                                       26
<PAGE>

1.  Agreement. These terms and conditions, together with the other terms and
conditions of the Agreement are applicable to the provision of Maintenance
services hereunder.

2.  Definitions. "End User" means any user of a Netscape software or a service
hosted by Netscape ("Product") authorized by Licensee pursuant to Licensee's
license agreement for the Product. "Maintenance Plan" means the applicable
Netscape Silver or Gold Maintenance Plan.  "Maintenance Release" means a Product
revision or patch that improves the functionality of a Product that does not
contain any new features or enhancements. A Maintenance Release is not an
upgrade.  "Program Errors" means one or more reproducible deviations in the
standard, unmodified Product from the applicable specifications shown in the
documentation (if any). "Upgrades" means both major and minor upgrades to the
Product, if any, provided that Upgrades shall exclude any release that is
reasonably designated by Netscape as a separate product or a new component. All
references to Upgrades herein  do not apply to any service hosted by Netscape.
"Major Upgrades" are designated by a change in the number to the left of the
decimal point of the number appearing after the Product name while "Minor
Upgrades" are designated by a change in such number to the right of the decimal
point.  Netscape is the sole determiner of the availability and designation of a
Product release as a Major Upgrade or Minor Upgrade.  "Working Hours" and
"Working Days" are defined by the Netscape office delivering the Services,
excluding Netscape holidays.

3.  Technical Support.  Netscape will provide back-end support to Licensee for
Program Errors not resolved by Licensee pursuant to Licensee's support policies
and in accordance herewith.  Netscape will provide Licensee with a telephone
number and a URL address that Licensee may use to report Program Errors during
Working Hours. For priority 1, Licensee agrees to notify Netscape via both
telephone and URL address.  Netscape will make reasonable efforts to correct
significant Program Errors that Licensee identifies, classifies and reports to
Netscape and that Netscape substantiates.  Netscape may reclassify Program
Errors if it reasonably believes that Licensee's classification is incorrect.
Licensee will provide sufficient information for Netscape to enable Netscape to
duplicate the Program Error before Netscape's response obligations will
commence.  Unless otherwise authorized in writing by Netscape, Netscape will not
be required to correct any Program Error caused by (a) incorporation, attachment
of a feature, program, or device to the Product, or any part thereof, by
Licensee unless such incorporation or attachment was directed by Netscape in
writing or done by Netscape professional services; (b) any nonconformance caused
by accident, transportation, neglect, misuse, alteration, modification, or
enhancement of the Product by Licensee, unless such was directed by Netscape in
writing or done by Netscape professional services; (c) Licensee's failure to
provide an installation environment recommended for the Product as set forth in
the applicable Documentation; (d) Licensee's use of the Product for other than
the specific purpose for which the Product is intended; (e) if applicable,
Licensee's use of the Product on any systems other than the specified hardware
platform for such Product as set forth in the applicable Documentation; (f) if
applicable, Licensee's use of defective media or defective duplication of the
Product; or (g) Licensee's failure to incorporate any Maintenance Releases
previously released by Netscape which corrects such Program Error.  Provided
Program Error reports are received by Netscape during Working Hours, Netscape
will use reasonable commercial efforts to communicate with Licensee about the
Program Error, via telephone or e-mail within the following targeted response
times: For Silver Maintenance Plan:
<TABLE>
<CAPTION>
Priority    Failure Description                                                                                Initial Response Time
------------------------------------------------------------------------------------------------------------------------------------
<C>         <S>                                                                                                <C>
1           Enterprise Critical (Product is not functioning)                                                   4 Working Hours
------------------------------------------------------------------------------------------------------------------------------------
2           Severe Impact (Product inconsistency causes significantly decreased Licensee productivity,         8 Working Hours
            such as periodic work stoppages or feature crashes)
------------------------------------------------------------------------------------------------------------------------------------
3           Degraded Operations (Product inconsistency causes slightly impaired Licensee productivity, but     Next Working Day
            Licensee can work around problem)
------------------------------------------------------------------------------------------------------------------------------------
4           Minimal Impact (Requests for minor changes in Product such as documentation updates, cosmetic      2 Working Days
            defects or enhancements)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
For the Silver Maintenance Plan, Licensee may designate two (2) liaisons
authorized to contact Netscape for technical support. For Gold Maintenance Plan:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Priority    Failure Description                                                                               Initial Response Time
<C>         <S>                                                                                               <C>
-----------------------------------------------------------------------------------------------------------------------------------
1           Enterprise Critical (Product is not functioning)                                                  1 Working Hour
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                      PSA

CONFIDENTIAL

                                       27
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
<C>         <S>                                                                                               <C>
2           Severe Impact (Product inconsistency causes significantly decreased Licensee productivity,        4 Working Hours
            such as periodic work stoppages or feature crashes)
-----------------------------------------------------------------------------------------------------------------------------------
3           Degraded Operations (Product inconsistency causes slightly impaired Licensee productivity, but    Next Working Day
            Licensee can work around problem)
-----------------------------------------------------------------------------------------------------------------------------------
4           Minimal Impact (Requests for minor changes in Product such as documentation updates, cosmetic     Next Working Day
            defects or enhancements)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
For the Gold Maintenance Plan, Licensee may designate four (4) liaisons
authorized to contact Netscape for technical support. Netscape will also provide
Licensee with a telephone number to use in order to submit Priority 1 problems
only, 24 hours a day, 7 days a week.

Netscape will use reasonable commercial efforts to identify defective source
code and to resolve each significant Program Error by providing either a
reasonable workaround, an object code patch (or equivalent) or a specific action
plan for how Netscape will address the problem and an estimate of how long it
will take to rectify the defect. Netscape agrees to support a given revision of
the Product for the shorter of (i) 12 months from the date such revision is
superseded by the next sequential Minor and/or Major Upgrade; or (ii) until such
revision is superseded by 2 sequential Minor and/or Major Upgrades.  (For
example, Netscape will support version 2.1 for the shorter of 12 months from the
date version 2.2 or 3.0 (if 3.0 is the next sequential release), is released by
Netscape, or until version 2.1 is superseded by 2 sequential releases (2.2 and
2.3 or 2.2 and 3.0, as the case may be.))

4.  Additional Technical Support Fees.  Netscape reserves the right to charge
Licensee additional technical support fees at its then standard rates for
technical support services performed in connection with reported Program Errors
which are later determined to have been due to hardware or software not supplied
by Netscape.  Notwithstanding the foregoing, Netscape has no obligation to
perform technical support services in connection with Program Errors resulting
from hardware or software not supplied by Netscape.

5.  Licensee Obligations.  Licensee, and not Netscape, will be responsible for,
and will bear all expenses associated with, providing front-line technical
support, Maintenance Releases, and Upgrades to its End Users. Notwithstanding
anything contained in this Agreement to the contrary, Licensee shall not be
entitled to provide Maintenance Releases and/or Upgrades to any End User or use
any back-end support received from Netscape to provide front-line technical
support to any End User prior to the payment by Licensee to Netscape of the
annual Services fee for such End User.  Licensee agrees to use reasonable
commercial efforts to answer its End User's support questions. For the Silver
Maintenance Plan, Licensee will identify 1 member of its customer support staff
and 1 alternate to act as the primary technical liaisons responsible for all
communications with Netscape's technical support representatives.  For the Gold
Maintenance Plan, Licensee will identify 1 member of its customer support staff
and 3 alternates to act as the primary technical liaisons responsible for all
communications with Netscape's technical support representatives. Such liaisons
will have sufficient technical expertise, training and/or experience, for
Licensee to perform its obligations hereunder.  Licensee will designate, in
writing and/or e-mail to Netscape, its list of liaisons within 1 week after
Netscape's receipt of Licensee's purchase order, and may substitute contacts at
any time by providing 1 week's prior written and/or electronic notice thereof to
Netscape.  Licensee, and not Netscape, will provide front-line technical support
to its End Users.  Such support includes but is not limited to, call receipt,
entitlement verification, call screening, installation assistance, problem
identification and diagnosis, product defect determination, efforts to create a
repeatable demonstration of the Program Error and, if applicable, the
distribution of any replacements for defective media or Upgrades.  Licensee
agrees that any information or documentation distributed by Licensee to its End
Users will clearly and conspicuously state that End Users should call Licensee
for technical support for the Product.  Netscape will have no obligation to
furnish any assistance, information or documentation with respect to the
Product, directly to End Users.  If Netscape customer support representatives
are being contacted by a significant number of Licensee's End Users then, upon
Netscape's request, Licensee and Netscape will cooperate to minimize such
contact.

6.  Maintenance Releases and Upgrades. Provided that Licensee has paid the
applicable Services fees, Licensee will be entitled to receive any Maintenance
Releases and/or Upgrades made generally available during the Maintenance Period
for those Products licensed from Netscape by Licensee and covered under a
Maintenance Plan. Netscape client products are excluded from coverage under any
Maintenance Plan. Any Upgrades released during the Maintenance Period shall be
made available on a Netscape-designated web site for  access or electronic
download by Licensee. Netscape shall provide Licensee with instructions
regarding registration for such access or electronic downloads. When a
Maintenance Release or Upgrade is available for access or download, Licensee
will receive an electronic communication from Netscape indicating such
availability.  Use of each Upgrade is subject to the terms of the license
agreement for such Upgrade.

7.  Insurance.  If the Maintenance Plan Licensee has purchased includes
provision of onsite support by Netscape at Licensee's location, Netscape shall
be responsible, at Netscape's expense, for securing and maintaining adequate
Worker's Compensation insurance in accordance with the laws of the state or
country in which such onsite support is performed.  If Netscape is permitted by
state law to be a self-insurer, Netscape may maintain the equivalent of such
insurance.  Netscape further agrees to be


                                      PSA

CONFIDENTIAL

                                       28
<PAGE>

responsible, at Netscape's expense, for securing and maintaining adequate
Comprehensive General Liability insurance for claims for damages based on bodily
injury (including death) and property damage caused by or arising from acts or
omissions of Netscape's employees.

8.  Reinstatement of Services.  Reinstatement of lapsed Services is subject to
Netscape's then-current Services reinstatement fees in effect on the date the
reinstatement of Services is ordered.

9.  Renewal of Services.   Prior to the expiration of the current Maintenance
Period, Netscape reserves the right to send Licensee an invoice for annual
renewal of the Services pursuant to the terms, conditions, and pricing then in
effect.  If Licensee does not wish to renew the Services, Licensee must contact
Netscape prior to the expiration of the current Maintenance Period in order to
decline acceptance of the renewed Services.


                                      PSA

CONFIDENTIAL

                                       29
<PAGE>

                       PROFESSIONAL SERVICES ORDER FORM

                           (With Terms & Conditions)


                             No.
                                ------------------

                                drkoop.com, Inc
--------------------------------------------------------------------------------

        Full Legal Name of Entity Signing This Order Form ("Customer")


8920 Business Park Drive                   Austin       TX             78759
--------------------------------------------------------------------------------

Address of Principal Place of Business     City    State/Province   Postal Code/
                                                                      Country


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

Bill to Address (if different from above)  City    State/Province   Postal Code/
                                                                      Country

Contact Person: Lou Scalpati  Phone: (512)726-5113    Fax: (512)726-5130
               --------------        -------------         ---------------------

Customer is incorporated in the state/country of: Deleware
                                                  ------------------------------

Sales Tax Resale/ Exemption Certificate No. (if applicable):
                                                            --------------------

                                                           (ORIGINAL CERTIFICATE
                                                             MUST BE ATTACHED)

VAT Registration No. (if Europe):
                                 -----------------------------------------------


Payment Terms: All amounts payable to Netscape are nonrefundable and must be
paid in a single payment in advance or within 30 days of the date of Netscape's
invoice, as determined by Netscape's Credit Department. All payments shall be
made by wire transfer or remittance in accordance with Netscape's instructions
on such invoice. Past due amounts shall bear interest at the lower of 1-1/2% per
month or the maximum rate allowed by law until paid in full. Customer shall be
responsible for any costs resulting from collection by Netscape of any such past
due amounts, including without limitation, reasonable attorneys fees and court
costs.


IMPORTANT NOTICE:  BY SIGNING THIS ORDER FORM ("ORDER FORM"), CUSTOMER

                                      PSA

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AGREES (I) TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS, AND STATEMENT(S) OF
WORK ("SOW") HEREUNDER (COLLECTIVELY, THE "AGREEMENT") AND (II) THAT CUSTOMER
HAS RECEIVED A COPY OF THE TERMS AND CONDITIONS. THIS AGREEMENT MAY CONSIST OF
ONE OR MORE SOWS.




------------------------------------        CUSTOMER
   Full Legal Name of Netscape
       Entity ("Netscape")


By:                                         By:
   -------------------------------------       ---------------------------------
              Signature                                   Signature

Name:                                       Name:
     -----------------------------------         -------------------------------
            Print or Type                                Print or Type

Title:                                      Title:
      ----------------------------------          ------------------------------

Date of Acceptance:                         Date:
                   ---------------------         -------------------------------

                   ("Effective Date")
                                            AGREEMENT CONSISTS OF:

                                            1.   Professional Services Order
                                                 Form

Address:                                    2.   Professional Services Terms &
        --------------------------------         Conditions

----------------------------------------
                                            3.   SOW
Netscape Representative:
                        ----------------

Telephone:
          ------------------------------

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                             PROFESSIONAL SERVICES
                              TERMS & CONDITIONS

1.  Definitions.  "Netscape Innovation(s)" means any or all inventions,
improvements, reports, drawings and other works of authorship, and other
innovations of any kind, including, without limitation, any improvements or
modifications to the Product(s), that Netscape, or personnel working for or
through Netscape, may make, conceive, develop or reduce to practice, alone or
jointly with others, in the course of performing the Services or as a result of
such Services, whether or not they are eligible for patent, copyright,
trademark, trade secret or other legal protection.  "Product(s)" means any or
all Netscape proprietary computer software programs and related documentation as
the same exist on the date hereof, and as changed or modified hereafter by
Netscape.  Customer's right to use the Product(s) will be subject to the terms
and conditions of the applicable Netscape end user license agreement(s) provided
with the Product(s).  "Services" means those services set forth in an SOW, which
may include installation, training, consulting and/or development services, and
any warranty services performed by Netscape pursuant to Section 8.
"Specifications" means those functional and/or technical specifications, if any,
set forth in the applicable SOW. "Statement of Work" or "SOW" means the Netscape
document(s) executed by the parties describing the Services and/or
Specifications to be performed or caused to be performed by Netscape under this
Agreement.


2.  Services and Statement of Work.  Netscape agrees to use commercially
reasonable (and industry standard) efforts to perform or cause to be performed
for Customer the Services described in any SOW. Services to be performed
hereunder shall be during Netscape's local business hours (8 hours/day; 5
days/week; excluding Netscape holidays).  Such SOW shall be contained in the
proposals prepared by Netscape for Customer. The parties agree that the proposal
is not intended to create any obligation on the part of Netscape to provide any
particular type or amount of services.  Each SOW shall, when executed by
Customer and Netscape, form a part of this Agreement and be subject to the terms
and conditions set forth herein.  Customer shall advise Netscape in writing of
the individuals with whom Netscape consultants will interface for each SOW.
Customer and Netscape shall develop appropriate procedures to assure timely and
appropriate coordination of efforts.  Such appropriate procedures shall include,
among other things, detailed task level project plans (including appropriate
milestones and deliverables) signed off in writing by the parties, project
management approach, staffing, escalation and change control policy and
procedure, project status tracking and reporting, and testing criteria.
Customer shall provide such information and assistance as is reasonably required
to permit Netscape to complete each SOW.


3.  Fees; Taxes.  (a) Unless otherwise specified in the applicable SOW, all
Services shall be provided on a time and materials basis at Netscape's then-
current fees and charges therefor. Netscape's standard hourly billing rates for
professional services are set forth in Netscape's published billing rate
schedule and are subject to change without prior notice to Customer, no more
than once every 6 months.  Any change in billing rates shall not affect the
rates set forth in any SOW being performed by Netscape or executed by the
parties.  In addition, Customer shall reimburse Netscape for all reasonable out-
of-pocket expenses incurred by Netscape in connection with the performance of
the Services, including, without limitation, travel, lodging, meals and other
incidental expenses estimated on the Order Form.   Any such expenses shall be
consistent with the Netscape/AOL business travel policies.   Netscape shall
provide copies of receipts for expenses over $75. The amount reimbursed may be
greater or less than this estimate, depending upon actual expenses incurred by
Netscape.  Netscape shall invoice Customer on a monthly or bi-monthly basis as
set forth in the SOW for all Services, reimbursements and other payments due
under this Agreement and any SOW.


(b) In addition to all charges specified in this Agreement and each SOW,
Customer shall pay or reimburse Netscape for all federal, state, local, or other
taxes, including, without limitation, sales, use, value added, excise and
property taxes, or any amounts levied in lieu thereof, based on charges set
forth in this Agreement or any SOW; provided, that Customer shall have no
responsibility for taxes based on Netscape's net income from the sale of the
Services to Customer (except to the extent Customer provides Netscape herewith a
valid tax exemption certificate).


4.  Termination.  (a) Customer or Netscape may terminate this Agreement and/or
any SOW at any time upon 60 days advance written notice to the other party.  In
the event either party shall fail to perform its obligations pursuant to this
Agreement and/or SOW and such failure shall continue for a period of 30 days (or
15 days with respect to a breach by Customer of any obligation to pay or
reimburse Netscape for amounts due hereunder and/or any SOW) following written
notice from the other party, this Agreement and/or any SOW may be terminated by
such party by its giving a notice of termination to the breaching party.  Notice
of termination of any SOW shall not be considered notice of termination of this
Agreement unless specifically stated in the notice; provided, however, that any
termination of this Agreement shall automatically terminate all uncompleted
SOWs.  (b) Customer shall pay Netscape for all Services performed and costs
incurred up through the termination date.  Termination shall be Customer's sole
and exclusive remedy for delay or failure of Netscape to complete a SOW.  The
provisions of Sections 3, 4(b), 5, 6, 9, 10, 11, 12, 14 and 15 shall survive any
termination of this Agreement and govern any completed SOW.


5.  License of Netscape Innovations.  In the event that any Netscape Innovations
is developed pursuant to any SOW, Customer shall have the nonexclusive, royalty-
free perpetual, irrevocable, unlimited and nontransferable (except as set forth
in Paragraph 14c below) right and license (with no right of sublicense) to use
such Netscape

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Innovations solely Customer's as necessary to support Customer's
business needs.  Such license includes the right for Customer to modify any
Netscape Innovation solely for the purpose of Customer's maintenance and support
thereof.


6.  Ownership of Netscape Innovations.  (a)  Customer agrees that all Netscape
Innovations shall be the property of Netscape or its licensor.  To the extent
that Customer may acquire property rights in the Netscape Innovations by
operation of law, Customer hereby assigns to Netscape, with full title
guarantee, all of its rights in the Netscape Innovations.  Netscape, in its sole
discretion, shall have the right to license any Netscape Innovation, and/or
incorporate any Netscape Innovation into the Products, for use by other
licensees or customers of Netscape.  At Netscape's request and expense, Customer
shall assist and cooperate with Netscape in all reasonable respects and shall
execute documents, give testimony and take further acts as reasonably requested
by Netscape to acquire, transfer, maintain and enforce any legal protection for
the Netscape Innovations.  Customer hereby appoints the officers of Netscape as
in existence from time to time as its attorneys-in-fact to execute documents on
its behalf for this limited purpose.


(b)  Netscape agrees that Netscape will not distribute or license any Netscape
Innovations delivered hereunder to any entities for use in the consumer
healthcare or medical fields.  The foregoing limitation shall be valid for 12
months from the date each Netscape Innovation is delivered to Customer, and for
the purposes of this clause, Netscape Innovation shall not include any works
developed by Netscape independently of this Agreement. Notwithstanding the
foregoing, Netscape hereby reserves the continuing, perpetual and irrevocable
right to use the methods, techniques, algorithms, knowledge, underlying design
and architectural elements and subroutines contained or used in the Customer
Code that are of general applicability; provided, to the extent that such
methods, techniques, algorithms, knowledge, underlying design and architectural
elements or subroutines contain Customer Confidential Information, then
Netscape's use thereof shall be subject to the confidentiality obligations set
forth in paragraph 10  below


7.  Maintenance and Support.  Except as provided in this Section 7, Customer
agrees that Netscape shall be under no obligation to maintain or support any
Netscape Innovations.  In the event that Netscape shall determine to include and
maintain any Netscape Innovation as part of the Products which it licenses and
maintains for its general licensees, Netscape agrees to provide Customer with
maintenance and support as to such Netscape Innovation on the same terms and
conditions as Netscape supports the Products for the benefit of its general
licensees.  Netscape is not responsible for obsolescence of any Netscape
Innovation that may result from changes in Customer's requirements or
modifications or updates to the Products. Netscape assumes no responsibility for
the use of superseded, outdated or uncorrected versions of any Netscape
Innovation.


8.  Limited Warranty.  Netscape hereby represents and warrants to Customer that:
(i) the Services will be performed in a good and workmanlike manner (judged in
accordance with industry standards; and (ii) with respect to any Netscape
Innovation for which Specifications are set forth in the applicable SOW, for a
period of 90 days commencing on the date that such Netscape Innovation is
delivered by Netscape to Customer, such Netscape Innovation, when properly
installed and/or used, shall materially conform to the applicable Specifications
("Warranty Period").  Any warranty claims to be made hereunder shall be
submitted in writing to Netscape within the Warranty Period.  Warranty claims
not made in writing or not received by Netscape within the Warranty Period shall
be deemed waived.  Netscape's warranty is solely for the benefit of Customer,
who has no authority to extend this warranty to any other person or entity.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, NETSCAPE MAKES NO OTHER WARRANTIES OR
CONDITIONS, EITHER EXPRESS OR IMPLIED, AS TO ANY OTHER MATTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE SERVICES, PRODUCTS OR ANY
NETSCAPE INNOVATIONS DEVELOPED HEREUNDER, THEIR MERCHANTABILITY, THEIR FITNESS
FOR ANY PARTICULAR PURPOSE, THEIR NON-INFRINGEMENT OF THIRD PARTY RIGHTS
(PROVIDED THAT THIS DISCLAIMER SHALL NOT BE DEEMED TO VOID NETSCAPE'S
OBLIGATIONS UNDER PARAGRAPH 15 BELOW), THAT ANY PRODUCT OR NETSCAPE INNOVATION
IS ERROR-FREE OR THAT OPERATION OF ANY PRODUCT OR NETSCAPE INNOVATION WILL BE
SECURE OR UNINTERRUPTED.  Netscape shall have no obligations under the limited
warranty set forth in (ii) above to the extent that the failure of any Netscape
Innovation to materially conform to the applicable Specifications is caused by:
the incorporation, attachment or otherwise engagement of any attachment,
feature, program, or device, other than by Netscape, to such Netscape
Innovation, or any part thereof; accident; transportation; neglect or misuse;
alteration, modification, combination with materials not supplied by Netscape,
or enhancement of such Netscape Innovation other than by Netscape; failure to
provide an installation environment recommended for the Product; use of supplies
or materials not meeting specifications; use of such Netscape Innovation for
other than the specific purpose for which such Netscape Innovation is intended;
or use of such Netscape Innovation on any systems other than the specified
hardware platform for such Netscape Innovation.  Netscape shall, as Customer's
sole and exclusive remedy and Netscape's sole and exclusive obligation under the
Warranty Period, use commercially reasonable efforts to correct any failure of
an Netscape Innovation to materially conform to the applicable Specifications;
provided, that Netscape's obligation to correct any such failure pursuant to
this Section 8 is subject to receipt by Netscape from Customer, within 90 days
from the date that such Netscape Innovation was first delivered by Netscape to
Customer, of written notice that sets forth such failure of the Netscape
Innovation to materially

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conform to the applicable Specifications and such other information as is
reasonably necessary to permit Netscape to verify and reproduce such failure.


9.   Limitation of Liability.  (a) EXCEPT FOR DEATH OR PERSONAL INJURY CAUSED BY
THE NEGLIGENCE OF NETSCAPE AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE
LAW, NETSCAPE'S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT FOR DAMAGES
FROM ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN
CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO THE FEES RECEIVED BY NETSCAPE
FROM CUSTOMER FOR SERVICES RENDERED PURSUANT TO THE SOW GIVING RISE TO
CUSTOMER'S CLAIM FOR DAMAGES.  (b) IN NO EVENT SHALL NETSCAPE BE LIABLE FOR
DAMAGES RESULTING FROM LOSS OF DATA, PROFITS OR BUSINESS, USE OF PRODUCTS OR
NETSCAPE INNOVATIONS, FAILURE OF THE PRODUCTS OR NETSCAPE INNOVATIONS TO PROVIDE
SECURITY, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN
CONNECTION WITH THIS AGREEMENT, THE SERVICES OR ANY NETSCAPE INNOVATIONS
PROVIDED HEREUNDER, EVEN IF NETSCAPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.


10.  Confidentiality.  "Confidential Information" shall mean this Agreement and
all information a party discloses to the other which has been either (i)
characterized in writing as confidential at the time of its disclosure or (ii)
orally characterized as confidential at the time of disclosure, except for
information which the receiving party can demonstrate: (a) is previously
rightfully known to the receiving party without restriction on disclosure; (b)
is or becomes, from no act or failure to act on the part of the receiving party,
generally known in the relevant industry or public domain; (c) is disclosed to
the receiving party by a third party as a matter of right and without
restriction on disclosure; or (d) is independently developed by the receiving
party without access to Confidential Information of the disclosing party.  Each
receiving party shall at all times, both during the term hereof and for a period
of at least 3 years after termination, keep in confidence all such Confidential
Information using a standard of care such party uses with its own information of
this nature, but in no event less than reasonable care.  The receiving party
shall not use any Confidential Information other than in the course of its
duties hereunder.  Without the prior written consent of the disclosing party,
the receiving party shall not disclose any Confidential Information except on a
"need to know" basis to an employee or contractor under binding obligations of
confidentiality substantially similar to those set forth herein.  The terms of
confidentiality under this Agreement shall not be construed to limit either
party's right to independently develop or acquire products without use of the
other party's Confidential Information. Immediately upon the termination or
expiration of the Agreement and/or any SOW, the receiving party will return to
the disclosing party all Confidential Information of the disclosing party and
all documents or media containing any such Confidential Information and any and
all copies or extracts thereof.


If a receiving party is legally compelled to disclose any of the disclosing
party's Confidential Information, then, prior to such disclosure, the receiving
party will (x) assert the privileged and confidential nature of the Confidential
Information and (y) cooperate fully with the disclosing party in protecting
against any such disclosure and/or obtaining a protective order narrowing the
scope of such disclosure and/or use of the Confidential Information.  In the
event such protection is not obtained, the receiving party shall disclose the
Confidential Information only the extent necessary to comply with the applicable
legal requirements.


Each party expressly agrees that monetary damages would be inadequate to
compensate the other for any breach of any provision of Section 10, that any
such breach or threatened breach of Section 10 will cause irreparable injury to
the other party and that, in addition to any other remedies that may be
available, at law or in equity, the other party shall be entitled to obtain
injunctive relief against the threatened breach of any provision of Section 10
or the continuation of any such breach without the necessity of proving actual
damages.


11.  Notice.  Any notice required or permitted hereunder shall be in English, in
writing and shall be deemed to be properly given upon the earlier of (a) actual
receipt by the addressee (including facsimile or e-mail) or (b) 5 business days
after deposit in the mail, postage prepaid, when mailed by registered or
certified airmail, return receipt requested, or (c) 2 business days after being
sent via private industry courier to the respective parties at the addresses set
forth in the Order Form or to such other person or address as the parties may
from time to time designate in a writing. Notices to Netscape shall be to the
attention of the Legal Department, at Netscape Communications Corporation, 501
East Middlefield Road, Mountain View, CA 94043.


12.  Non-solicitation. Customer acknowledges that Netscape provides a valuable
service by identifying, recruiting, employing, training and providing personnel
to perform the Services.  Without the prior written consent of Netscape,
Customer shall not solicit the services of any personnel provided by Netscape or
a Netscape subcontractor who are or have been assigned to perform Services
hereunder for a period commencing on the Effective Date and terminating 1 year
after the date of completion of the most recent SOW.

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13.  Purchase Orders.  Customer may place written purchase orders for Services
provided that each purchase order contains the following (i) reference to the
Agreement number; (ii) incorporates any SOW detailing the Services to be
rendered, fees and charges therefor, and bill to address (if different).  No
terms and conditions set forth in any purchase order or instrument issued by
Customer in connection with the Services shall be binding upon Netscape.


14.  Miscellaneous.  (a) Neither this Agreement nor any SOW may be amended
except by a written notice signed by an authorized representative of Netscape
and Customer. (b) The waiver by either party of any of its rights hereunder or
under any SOW shall not be construed as a waiver of any subsequent breach. (c)
All terms and conditions of this Agreement and each SOW shall be binding upon
and inure to the benefit of the parties hereto, and to their successors and
assigns, except that Customer may not assign or otherwise transfer any of its
rights or obligations under this Agreement or any SOW without Netscape's prior
written consent, except that Customer may assign this Agreement to a party
acquiring all or substantially all of Licensee's assets without Netscape's
consent.  (d) This Agreement and each SOW will be governed by and construed in
accordance with the laws of the State of California, without reference to
conflicts of law principles.  (e) Any dispute regarding this Agreement shall be
subject to the exclusive jurisdiction of the applicable court in the County of
Santa Clara in the State of California, and each party submits to the
jurisdiction thereof.  Notwithstanding the foregoing, Netscape reserves the
right to invoke the jurisdiction of any competent court to remedy or prevent
violation of any provision in the Agreement relating to payment, Netscape
Confidential Information or Netscape intellectual property. (f) This Agreement
shall not be governed by the United Nations Convention of Contracts for the
International Sale of Goods.  (g) This Agreement constitutes the entire
agreement between the parties concerning the subject matter hereof and
supersedes all prior and contemporaneous agreements and communications, whether
oral or written, between the parties relating to the subject matter hereof, and
all past courses of dealing or industry custom. The terms and conditions hereof
shall prevail over any conflicting purchase order or other written instrument
submitted by Customer.  (h) This Agreement may be executed in counterparts or
facsimile, each of which shall be deemed to be an original and all of which
together shall constitute one and the same agreement.  (i) If there is any
inconsistency between a provision in an SOW of this Agreement and a provision in
either the Professional Services Order Form or Professional Services Terms &
Conditions ("Other Portion"), the provision in the Other Portions shall prevail.
(j) If a court finds any provision of this Agreement invalid or unenforceable as
applied to any circumstance, that provision shall be enforced to the maximum
extent permitted by law, and the other provisions, and that provision as applied
to other circumstances, will remain in full force and effect. (k) Both parties
shall be excused from performance under this Agreement and any related SOW for
any period to the extent that a party is prevented from performing any
obligation, in whole or in part, as a result of causes beyond its reasonable
control and without its negligent or willful misconduct.  In the event that such
nonperformance continues for a period of 60 days or more, either party may
terminate either this Agreement or a related SOW by giving 10 days written
notice to the other.  If either party exercises its option to terminate,
Customer shall pay for any Services rendered and/or expenses incurred by
Netscape prior to the termination date.  (l) Each party is an independent
contractor and is not an employee, agent or legal representative of the other
party. Neither party is authorized to bind the other party, act as an agent for
the other party or otherwise act in the name of or on behalf of the other party.
(m) The Netscape Innovations, if any are provided to the U.S. Government, are a
"commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
consisting of "commercial computer software" and "commercial computer software
documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995).
Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4
(June 1995), all U.S. Government End Users acquire the Netscape Innovations with
only those rights set forth herein. Contractor/manufacturer is Netscape
Communications Corporation, 501 East Middlefield Road, Mountain View, California
94043. (n) Netscape may use Customer's name in any customer reference list or in
any press release issued by Netscape regarding the subject matter hereof. (o) If
any dispute arises under this Agreement, the prevailing party shall be
reimbursed by the other party for any and all legal fees and costs associated
therewith. (p).  In the event that Netscape uses any subcontractors in its
performance hereunder, Netscape is responsible for such subcontractor's
adherence with the terms and conditions of this Agreement.


15.  Indemnity.  (a)  Netscape shall defend or settle and indemnify, at its
option, any action brought against Licensee to the extent it is based on a claim
that use or reproduction by Licensee of the Netscape-owned portion of the
Netscape Innovation hereunder infringes any valid U.S. patent,  copyright or
trade secret.  Netscape will pay resulting costs, damages and legal fees finally
awarded against Licensee in such action which are attributable to such claim
provided that: (i) Licensee promptly notifies Netscape in writing of any such
claim; (ii) Netscape has sole control of the defense and all related settlement
negotiations; and (iii) Licensee cooperates with Netscape, at Netscape's
expense, in defending or settling such claim.  Should a Netscape Innovation
become, or be likely to become in Netscape's opinion, the subject of
infringement of such copyright or trade secret, Netscape may (I) procure for
Licensee the right to continue using the same or (II) replace or modify it to
make it non-infringing.  Netscape shall have no obligation or liability for, and
Licensee shall defend, indemnify and hold Netscape harmless from and against,
any claim based upon: (A) use of other than the unaltered version of the
Netscape Innovation, unless the infringing portion is also in the unaltered
version; (B) use, operation or combination of the Netscape Innovation with non-
Netscape programs, data, equipment or documentation if such infringement would
have

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been avoided but for such use, operation or combination; (C) Licensee's or its
agent's activities after Netscape has notified Licensee that Netscape believes
such activities may result in such infringement; (D) compliance with Licensee's
designs, specifications or instructions for the Netscape Innovation; (E) any
modifications or marking of the Netscape Innovation not specifically authorized
in writing by Netscape; (F) any unauthorized use of any Netscape intellectual
property; (G) any content provided by Licensee and/or any material to which
users can link through such content; or (H) third party software. The foregoing
states the entire liability of Netscape and the exclusive remedy of Licensee
with respect to infringement of any intellectual property right, whether under
theory of warranty, indemnity or otherwise.

(b) Licensee acknowledges that it is responsible for any and all claims,
liabilities, losses, damages, expenses and costs (including reasonable
attorneys' fees and costs) relating to Licensee's use or reproduction of the
Netscape Innovation or Documentation, except to the extent that Netscape is
responsible under Section 15(a) above or such claims, liabilities, losses,
damages, expenses, and costs are found by a court of competent jurisdiction to
be Netscape's responsibility due to Netscape's negligence or willful misconduct.


16.  Outside of the U.S.  If Customer is located outside of the United States,
this section shall apply.  (a) If Customer is required by law to make any
deduction or to withhold from any sum payable to Netscape by Customer hereunder,
(i) Customer shall effect such deduction or withholding, remit such amounts to
the appropriate taxing authorities and promptly furnish Netscape with tax
receipts evidencing the payments of such amounts, and (ii) the sum payable by
Customer upon which the deduction or withholding is based shall be increased to
the extent necessary to ensure that, after such deduction or withholding,
Netscape receives and retains, free from liability for such deduction or
withholding, a net amount equal to the amount Netscape would have received and
retained in the absence of such required deduction or withholding.  (b) Les
parties aux presentes confirment leur volonte que cette convention de meme que
tous les documents y compris tout avis qui s'y rattache, soient rediges en
langue anglaise (translation:  "The parties confirm that this Agreement and all
related documentation is and will be in the English language").  (c) If any
applicable law requires Customer to obtain technology import rights and complete
certain registration requirements in order for this Agreement to be enforceable
under such law, Customer hereby represents that Customer has duly obtained and
maintains valid technology import rights, and that Customer has duly completed
or will duly complete the registration formalities required by such law.

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