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                                                                Exhibit 10.31


                                    ADDENDUM

                      CUSTOM SOFTWARE UPGRADES AND SUPPORT
                              TERMS AND CONDITIONS

This agreement ("Addendum") amends effective January 19, 2000 as set forth
herein the letter Consulting Services Agreement between the parties dated April
20, 1999 (the "Agreement") and sets forth the support obligations of RN and
related obligations of the Customer.

1.       DEFINITIONS.

         1.1 In addition to the capitalized terms defined elsewhere in this
Addendum, the following terms used herein shall have the meanings ascribed to
them below:

                  (a) "Error" shall mean any instance in which the Custom
         Software does not materially conform to the Documentation and any
         condition (i) that precludes one or more functions of the Custom
         Software from being performed due to suspected or actual Errors in the
         Custom Software; or (ii) in which The Customer's technical support
         personnel need reasonable assistance or information regarding the
         Custom Software; provided, however, that an Error shall not include any
         material nonconformance that is due to hardware, software, or other
         equipment not referred to in the Documentation as being compatible with
         the Custom Software.

                  (b) "First Level Support" shall consist of accepting and
         handling end user calls and troubleshooting to the point of verifying
         that there is an Error and that the Error, if any, is in the Custom
         Software.

                  (c) "Second Level Support" shall consist of telephone and
         remote diagnostic support to The Customer Contact (not directly to end
         users or other third parties) with regard to the operation and
         utilization of the Custom Software and maintenance modifications, error
         corrections or bug fixes necessary to bring the Custom Software into
         conformance with the Documentation therefor.

                  (d) "Customer Contact" shall mean an individual designated in
         writing by The Customer who is authorized to contact the Support
         Center. Customer may substitute the Customer Contacts at any time upon
         written notice thereof to RN.

                  (e) "Support Center" shall mean the RN facility or facilities
         from which support obligations are to be provided hereunder. As of the
         Effective Date, RealNetwork's Support Center is located at 2601 Elliott
         Avenue, Seattle, Washington.

                  (f) "Workaround" shall mean: (i) a modification to the Custom
         Software; (ii) an alteration to the configuration of the end user's
         computer or software; or (iii) a change in the way the end user
         accomplishes a task using the Custom Software; any of which may be of a
         temporary nature, to help avoid the Error.

                  (g) "Upgrade" shall mean the modification to the Custom
         Software to support updated versions of Gold releases of RealSystem G2
         products (e.g., RealProducer, RealServer, RealPlayer).

         1.2 All other capitalized terms used in this Addendum and not otherwise
defined herein shall have the meanings ascribed to them in the Agreement.

2.       CUSTOMER OBLIGATIONS

         2.1 The Customer shall be responsible for providing First Level Support
for the Custom Software. RN shall not be required to have direct contact with
the Customer's distributors or end users with regard to Technical Support.

         2.2 The Customer shall ascertain the nature of each reported Error, and
the circumstances under which such Error occurs. The Customer shall use
reasonable commercial efforts to provide RN with information, traces, server
access or documentation sufficient for RN to duplicate the Error. Upon RN's
duplication of such Error, the parties shall mutually determine in good faith
the reasonable classification of such Error.

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         2.3 The Customer shall designate a reasonable number of the Customer
Contacts, not to exceed three (3) individuals at any given time, for
communication with RN's representatives at the Support Center and shall make
reasonable efforts to minimize redundancy in support requests. All the Customer
support requests must be made through a Customer Contact. Each Customer Contact
shall have adequate technical expertise, training and experience to fulfill his
or her responsibilities. The Customer shall immediately provide RN with the
name, title and 24-hour contact information for each Customer Contact.

         2.4 The Customer agrees that when requesting support services, it shall
follow the following procedures: (i) the Customer shall first contact the
Support Center through standard support channels. (ii) If the Customer does not
receive a response from the Support Center within the requisite time frame set
forth in Section 3.3 below, it shall escalate issue to appropriate RN management
level. Specific contact information will be provided to the Customer once Custom
Software Support Services are initiated.

3.       RN SUPPORT OBLIGATIONS.

         3.1 Support Center personnel shall be available for telephone contact
Monday through Friday, 8:00 AM to 5:00 PM Pacific Time, at the Support Center,
exclusive of RN's local holidays. RN shall also provide the Customer with a
means of reporting Errors to RN by electronic mail, voice mail, or telephonic
recording capability. Specific contact information will be provided to the
Customer once Custom Software Support Services are initiated.

         3.2 RN will provide Support Services for a period commencing January
19, 2000 and ending August 31, 2000. The fees for Support Services will be
due in full at the signing of this Addendum and will be nonrefundable. The
fees will be paid as follows: $100,000 on signing of this Addendum, $100,000
on March 31, 2000, $400,000 on May 1, 2000 and $400,000 on June 15, 2000.

         3.3 RN shall provide Second Level Support to the Customer in connection
with the Custom Software as follows: (i) assist the Customer Contacts in
determining the cause of Errors encountered by the Customer or end users in the
use of Custom Software; and (ii) make commercially reasonable efforts to
classify and correct all Errors that a Customer Contact identifies, classifies
and reports to RN and that RN can substantiate. RN shall not be required to
correct any Error caused by any failure to implement any Upgrades to the Custom
Software that are provided by RN to the Customer. RN will provide reasonable
response times from having been alerted of the Error (within two business days)
and implement a patch, Workaround or temporary fix as soon as a reasonable
solution is available.

         3.4 If the Customer desires to receive on-site technical support at any
of its locations, it shall pay RN based on RN's quoted prices for such support
or consulting services, and shall pay all direct RN expenses associated
therewith, including transportation, accommodations and meals.

         3.5 For the avoidance of doubt, RN shall not have any support
obligations with respect to beta versions of Custom Software.

         3.6 RN shall deliver an upgrade release of the Custom Software on an as
needed basis and upon completion of RN development of the upgrade release of the
Custom Software to operate with the Gold release of the RealSystem G2 software
in use by the Customer.

4.       Fees.

         Custom Software Upgrade and Support Fees for the period 1-19-00 to
         8-31-00              US$  1,000,000

         Agreed and Accepted by:

         Global Media Corp.                                 RealNetworks, Inc.

         By: /s/ Rob Fuller                                 By: /s/ T. F. Frank
             --------------                                     ---------------

                 CEO                                                COO


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