[Burst.Com-Interzest CONFIDENTIAL]
                                                                      (89040v.4)


                        MASTER RESELLER AGREEMENT BETWEEN
                                 BURST.COM, INC.
                                       and
                                    INTERZEST



     This  Agreement,  entered  into  this  25th  day of May  2000,  is  between
Burst.Com,  Inc. ("Burst.Com"),  a Delaware corporation with its principal place
of business at 500 Sansome Street,  San Francisco,  CA 94111, and  Interzest.com
("Master  Reseller"),  a  corporation  with its  principal  place of business at
Master Tower, Suite 2106, 17-11, DOHWA-dong, Seoul 121040, South Korea.

     1. Whereas,  Burst.Com is the developer and owner of the Licensed  Software
(hereafter defined) to enable "Faster-Than-Real-Time"(TM)delivery of full motion
video and CD-quality audio over networks;

     2.  Whereas,   Master   Reseller  is  in  the  business  of  marketing  and
distributing computer hardware,  software and/or related services and desires to
distribute the Licensed Software in the Licensed Territory (hereafter defined);

     3. Whereas, Burst.Com is willing to grant and Master Reseller is willing to
accept a non-exclusive license to market and distribute the Licensed Software in
the  Licensed  Territory  under  the  terms  and  conditions  set  forth in this
Agreement;

     4.  Whereas,  Master  Reseller  will have the  right to grant  distribution
rights with respect to the Licensed  Software in  accordance  with the terms and
conditions of this Agreement to other resellers and value added resellers in the
Licensed Territory; and

     5. Whereas, Master Reseller will be the primary contact point for all sales
inquiries on Burst.com  products in the Licensed  Territory.  In any event there
are sales inquiries directly made to Burst.com from potential customers from the
Licensed Territory, Burst.com will promptly notify Master Reseller.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  herein and for other good and  valuable  consideration,  the  receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                   Section 1

                                   DEFINITIONS

     When used in this Agreement:

     1.1  "Agreement"  means  this  Master  Reseller  Agreement,  including  all
exhibits hereto.

     1.2 "Burstware  License Key" means the unique,  encrypted  software program
provided by Burst.Com  that is designed to prevent use of the Licensed  Software
beyond the scope of the license paid for by a licensee.

     1.3  "Documentation"  means all materials in written,  computer readable or
other form containing information about the Licensed Software that accompany the
Licensed  Software,  or that Burst.Com may deliver


<PAGE>

to Master  Reseller  during the term of this  Agreement for use in the marketing
and distribution of the Licensed Software.

     1.4 "Effective Date" means the 25th day of May 2000.

     1.5 "End  User  License  Agreement"  means  the  form of End  User  License
Agreement attached to this Agreement as Exhibit A.

     1.6 "End Users" means any prospective  customers to whom Master Reseller or
a Subdistributor  (hereafter  defined) may offer Licensed  Software for personal
use or use in the regular course of the customer's business, but not for resale.

     1.7 "Intellectual  Property Rights" means all intellectual  property rights
under the laws of the  United  States,  any of its  states or  territories,  the
Licensed  Territory  and any other nation  including,  without  limitation,  all
patent  rights,  copyrights,  trade secrets,  trademarks,  trade names and other
proprietary rights.

     1.8 "License Fee" "License  Fees" means the amount(s)  payable to Burst.Com
for rights to distribute the Licensed Software as set forth in Exhibit C to this
Agreement,  which amounts may be modified by Burst.Com from time to time, but no
more frequently than once per year of this Agreement.

     1.9 "Licensed Software" means Burst.Com's  Burstware  Conductor,  Burstware
Server  and  Burstware  Player  (collectively   "Burstware")  computer  programs
described in Exhibit B to this Agreement. Licensed Software does not include any
modifications  or  additions  to  the  Licensed  Software   including,   without
limitation,  any new versions,  updates, or enhancements  created or procured by
Burst.Com  after  the  Effective  Date  of  this  Agreement,  but  does  include
corrections of Program Errors developed by Burst.Com pursuant to Section 8.3.

     1.10 "Licensed Territory" means the entire country of South Korea.

     1.11  "Maintenance  Fee(s)"  means the  amount(s) set forth in Exhibit C to
this Agreement, payable for the services described in Section 7.

     1.12 "Program Error" means a program defect or "bug" sufficiently  material
that it results in a version of the  Licensed  Software,  in the form and at the
time delivered by Burst.Com to Master Reseller, failing substantially to conform
to the Documentation for that version.  A respect in which the Licensed Software
fails  substantially to conform to the  Documentation  shall not be considered a
Program  Error unless  Burst.Com  is able to  replicate it on a computer  system
already in its  possession  or on a computer  system  supplied to  Burst.Com  by
Master Reseller.

     1.13 "Trademarks" means the trademarks listed in Exhibit D, which Burst.Com
may  amend at any time upon  thirty  (30) days  prior  written  notice to Master
Reseller.

     1.14 "Subdistributor  Agreement" means the Subdistributor Agreement between
Master Reseller and its Subdistributors  that must contain,  among other things,
the terms and conditions set forth in Exhibit E to this Agreement.

     1.15  "Subdistributors"  means individuals and entities that are engaged in
the business of marketing and distributing  software and related services in the
Licensed Territory and that execute a Subdistributor Agreement.




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<PAGE>

                                   Section 2

                DISTRIBUTION & TRADEMARK LICENSES AND LIMITATIONS

     2.1 Distribution License.  During the term of this Agreement,  upon payment
of the Advance License Fee set forth in Section 4.1, and subject to satisfaction
of continuing  distribution  and other  obligations,  Burst.Com grants to Master
Reseller  a  non-exclusive,  non-transferable  license  to copy  and  distribute
Licensed  Software  to  Subdistributors   and  End  Users  within  the  Licensed
Territory.  Any rights granted Master Reseller apply only to the distribution of
Licensed  Software in the Licensed  Territory.  Master  Reseller  agrees that it
shall not, directly or indirectly,  distribute  Licensed Software outside of the
Licensed  Territory,   except  that  distribution  of  Licensed  Software  to  a
Subdistributor or End User whose principal office is located within the Licensed
Territory, but for installation outside the Licensed Territory, and distribution
of Licensed  Software by Master Reseller to a  Subdistributor  or End User whose
principal office is located outside the Licensed Territory, but for installation
within the  Licensed  Territory,  are  permissible.  All copies of the  Licensed
Software  and  Documentation  shall be  clearly  marked  and  identified  as the
property of  Burst.Com.  Master  Reseller  shall submit  samples of the Licensed
Software, Documentation and boxing to Burst.Com for prior approval.

     2.2 Trademark  License.  During the term of this Agreement,  Burst.Com also
grants to Master Reseller a non-exclusive,  non-transferable  license,  with the
limited  right to  sublicense  only to  Subdistributors,  to use the  Trademarks
solely  in  connection  with the  promotion  and  distribution  of the  Licensed
Software in accordance with this Agreement.

     2.3 No  Exclusivity.  This Agreement does not constitute an exclusive grant
to Master  Reseller of any specific  customer,  territory,  or geographic  area.
Burst.Com  may,  in its sole  discretion,  and  without  obligation,  notice  or
liability to Master  Reseller,  add and/or  terminate  other  Master  Resellers,
distributors,  value added Master Resellers, licensees or agents of the Licensed
Software,  and/or license  Licensed  Software  directly to End Users,  including
customers of Master Reseller.

     2.4  Reservation of Rights.  Burst.Com  reserves all rights in the Licensed
Software and  Documentation  not  expressly  granted to Master  Reseller by this
Agreement.

     2.5 Licensed  Software  Changes.  Burst.Com  retains the right, in its sole
discretion, to upgrade or modify the Licensed Software from time to time. Within
thirty  (30) days of receipt of any such  notice of an upgrade or  modification,
Master Reseller shall, and shall cause its  Subdistributors  to, cease to market
and distribute earlier versions of the Licensed Software.

                                   Section 3

                                LICENSED SOFTWARE

     3.1 Delivery.  Within ten (10) days after  execution of this  Agreement and
payment by Master  Reseller of the  Advance  License Fee as set forth in Section
4.1,  Burst.Com  shall deliver to Master  Reseller a master copy of the Licensed
Software, a master copy of the Documentation,  all in the English language,  and
the code for the Burstware  License Keys for the thirteen (13) 100 Mbps licenses
covered by the Advance License Fee. Upon request by Master  Reseller,  Burst.Com
may change the code for the  Burstware  License Keys for thirteen  (13) 100 Mbps
licenses to different Mbps  bandwidth  licenses  covered by the Advance  License
Fee.  Burst.Com shall deliver to Master Reseller,  within ten (10) days of their
release to the public, any subsequent  versions or technical errata fixes of the
Licensed  Software that Burst.Com may develop in the future.  Master Reseller is
responsible  for  translating  the  Documentation  and for  copying,  boxing and
delivering  the  executable   code  version  of  the  Licensed   Software,   the
Documentation and the subsequent  versions and fixes, to its Subdistributors and
End Users.



                                       3
<PAGE>

     3.2 Records and Audit.  Master  Reseller  shall maintain  accurate  records
relating to the  copying,  distribution,  sublicensing  and  maintenance  of the
Licensed  Software  so as to  establish  the  License  Fee and  Maintenance  Fee
payments due to Burst.Com  hereunder,  to identify all  Subdistributors  and End
Users,  and to otherwise verify Master  Reseller's  compliance with the terms of
this  Agreement.  Such books and records  shall be  available  at their place of
keeping for inspection by Burst.Com,  or an independent  auditor chosen and paid
by Burst.Com,  for the purposes of determining whether the correct payments have
been paid to Burst.Com and whether Master  Reseller has otherwise  complied with
the terms of this  Agreement.  If an audit reveals an underpayment to Burst.Com,
then Master Reseller shall  immediately pay all amounts revealed by the audit as
owing.  If the audit  reveals  an  underpayment  to  Burst.Com  of at least five
percent (5%) then, in addition to paying the  deficiency  to  Burst.Com,  Master
Reseller shall reimburse Burst.Com for the costs of the audit.

     3.3 Delivery of Burstware  License  Keys.  For all licenses  other than the
initial  thirteen  (13) 100 Mbps  licenses  covered by the Advance  License Fee,
Burst.Com  shall deliver  either the Burstware  License Keys or the code for the
Burstware License Keys, to Master Reseller,  who shall deliver Burstware License
Keys to  Subdistributors  and End Users, but only after delivery to Burst.Com by
Master Reseller of notice of: (i) the identity,  address and telephone number of
the  applicable  End User;  (ii) the number of copies of the  Licensed  Software
being licensed to the End User; and (iii) the type/model, serial number, host ID
and/or IP address of the computer system on which the Licensed Software is to be
used. In addition,  Master  Reseller shall deliver a Burstware  License Key to a
Subdistributor  or an End User only upon  receipt  of a duly  executed  End User
License  Agreement,  a copy of which  shall  promptly  be  delivered  by  Master
Reseller to Burst.Com.

     3.4  Reservation  of Rights.  Notwithstanding  anything  contained  in this
Agreement to the contrary,  Burst.Com reserves the absolute right to discontinue
developing,  producing,  licensing or distributing the Licensed  Software and to
modify, delete, replace or add to the Licensed Software, in its sole discretion,
at any time and from  time to time,  upon  three  (3)  months'  notice to Master
Reseller, without obligation or liability to Master Reseller.

                                   Section 4

                            LICENSE FEES AND PAYMENTS

     4.1  Advance  License  Fee  Payment.  Immediately  upon  execution  of this
Agreement,  Master  Reseller  shall pay  Burst.Com the sum of $320,000 U.S. as a
non-refundable  advance payment of License Fees for Licensed  Software by Master
Reseller.

     4.2 Reports.  Master Reseller shall provide  Burst.Com with a report on the
30th day of each month (28th or 29th day of  February,  as  applicable)  setting
forth the name, address and number of copies of the Licensed  Software,  and the
price  therefor,  delivered by Master Reseller to a  Subdistributor  or End User
during the prior month (the  "Distribution  Report").  The  Distribution  Report
shall also  include the name and address of all End Users that have entered into
or renewed  maintenance  agreements  during  such month,  the  amounts  paid for
maintenance and applicable  periods of coverage.  Upon request from Burst.Com at
any time,  Master  Reseller  shall make available to Burst.Com full and complete
copies of all  maintenance  contracts.  A Distribution  Report shall be provided
each month,  whether or not any Licensed Software was distributed or maintenance
agreements were renewed during the prior month.

     4.3 Payment.  Master  Reseller shall make License Fee and  Maintenance  Fee
payments,  in U.S.  Dollars,  within  thirty (30) days  following the end of the
month in which the  distribution  of the  Licensed  Software  giving rise to the
License Fee and  Maintenance  Fee  obligation  (whether  initial  maintenance or
renewals) occurred, by wire transfer to the following bank account:  Wells Fargo
Bank, 464 California  Street,  San Francisco,  California  94104;  account name:
burst.com;  account number:  0311-292726;  bank routing number:  121-000248.  In
addition to all other available rights or remedies, Burst.Com reserves the right
to declare all sums


                                       4
<PAGE>

immediately  due and payable  upon written  notice to Master  Reseller if Master
Reseller  fails to pay when due any amounts due under this  Agreement.  Interest
shall  accrue on any  amounts  not paid when due at an annual  rate of  eighteen
percent (18%), or the maximum  permissible  rate, if less.  Maintenance Fees are
subject to change by Burst.Com  on thirty (30) days' notice to Master  Reseller,
but increases in  Maintenance  Fees shall not apply to End Users under  existing
maintenance  agreements  until the end of the applicable  maintenance  agreement
terms for such End Users.

     4.4  Taxes.  With the sole  exception  of taxes  based on  Burst.Com's  net
income,  Master Reseller shall pay all sales, use, excise,  value added or other
taxes that may arise out of Master  Reseller's  distribution  or installation of
Licensed Software.

     4.5 Duties, Tariffs, etc. All duties,  tariffs,  landing charges, taxes and
other fees and  charges  incurred  in  connection  with the  importation  of the
Licensed Software and Documentation  into the Licensed  Territory shall be borne
and paid by Master Reseller,  and all import and export licenses or permits from
governmental  agencies,  necessary in  connection  with the  exportation  of the
Licensed Software and Documentation from the United States or importation of the
Licensed  Software  and  Documentation  into  the  Licensed  Territory  shall be
obtained  by  Master  Reseller,  at its  own  expense.  Burst.Com  shall  extend
reasonable  cooperation  and  assistance  to Master  Reseller in  obtaining  all
necessary  licenses  and  permits  and shall join with  Master  Reseller,  where
necessary, in executing such licenses or permits (including amendments thereto).

     4.6 Pricing.  Master  Reseller is free to determine its own  Subdistributor
and End  User  prices  for the  Licensed  Software  in the  Licensed  Territory.
Although Burst.Com may publish suggested prices,  these are suggestions only and
are not binding in any way on Master Reseller.

     4.7 Financial  Information.  Master  Reseller  shall  maintain such working
capital and net worth as may be required in the reasonable  opinion of Burst.Com
to enable  Master  Reseller to carry out and  perform  all of Master  Reseller's
obligations and  responsibilities  under this  Agreement.  From time to time, on
reasonable notice by Burst.Com,  Master Reseller shall furnish financial reports
as necessary to determine Master Reseller's financial condition. Burst.Com shall
have the right to change these financial requirements at any time.

                                   Section 5

                       PROPRIETARY RIGHTS AND RESTRICTIONS

     5.1 Ownership. Master Reseller acknowledges that the Licensed Software, all
enhancements, corrections and modifications to the Licensed Software (regardless
whether made by Burst.Com,  Master  Reseller or anyone else),  all  Intellectual
Property Rights  protecting or pertaining to any aspect of the Licensed Software
(or any enhancements,  corrections or  modifications),  the  Documentation,  all
Trademarks and all goodwill  associated with the Trademarks are and shall remain
the sole and exclusive property of Burst.Com and, where applicable,  Burst.Com's
suppliers.  This Agreement does not convey title or ownership to Master Reseller
or any of its  Subdistributors  or End Users,  but instead gives Master Reseller
only the limited  rights set forth in Section 2.  Burst.Com  reserves all rights
not expressly  granted by this  Agreement.  Master Reseller shall cooperate with
and  assist  Burst.Com  in any  proceedings  necessary  for  the  protection  of
Intellectual  Property  Rights  in  the  Licensed  Software,  Documentation  and
Trademarks and give prompt notice to Burst.Com of any  circumstances  that might
indicate an infringement of such rights.

     5.2 Use Restrictions. Except as set forth in Section 2, Master Reseller has
no  right  to  use,  make,  sublicense,  modify,  prepare  derivative  work  of,
distribute  or  copy  originals  or  copies  of  the  Licensed  Software  or the
Documentation or to permit anyone else to do so.



                                       5
<PAGE>

     5.3  Proprietary  Notices.  Master Reseller shall not remove or obscure any
patent,  copyright,  trademark or other  intellectual  property notices that may
appear on any part of the Licensed Software or the Documentation.

     5.4 Trade Secrets. Master Reseller acknowledges that the Licensed Software,
in its source code form, contains valuable trade secrets belonging to Burst.Com.
Master Reseller may not reverse  engineer,  decompile,  disassemble or otherwise
translate  any Licensed  Software.  Master  Reseller may not copy any  concepts,
ideas or techniques demonstrated by the use of the Licensed Software.

     5.5  Burst.Com  Name  and   Trademarks.   Master  Reseller  shall  make  no
representations  concerning  Burst.Com or the Licensed Software that are not set
forth in the Documentation. Master Reseller shall indicate Burst.Com's ownership
of all Trademarks in any  advertising,  promotional or other written or readable
material  containing any Trademarks  that Master  Reseller may create during the
Term of this Agreement. If Master Reseller reproduces Burst.Com's logo, it shall
do so only in the format  furnished by  Burst.Com.  Master  Reseller may use the
Trademarks only for purposes of promoting and distributing the Licensed Software
and shall make no other use of the  Trademarks,  or use any  trademark  or trade
name  that  may  be  confusingly  similar  to any  of  the  Trademarks,  without
Burst.Com's  prior  written   approval.   Master  Reseller  may  not  apply  for
registration  of the  Trademarks,  or any  trademark  or trade  name that may be
confusingly   similar  to  any  of  the  Trademarks,   under  the  laws  of  any
jurisdiction.  Master Reseller shall obtain  Burst.Com's  prior approval,  which
Burst.Com  shall  not  deny  unreasonably,  of  all  advertising,  publicity  or
promotion  that uses any  Trademarks or discusses  the Licensed  Software in any
way.

                                   Section 6

                       RESPONSIBILITIES OF MASTER RESELLER

     6.1  Level of  Effort.  Master  Reseller  shall at all  times  during  this
Agreement  use  best  efforts  to  market  and  promote  the  Licensed  Software
effectively and in a manner  reasonably  calculated to maximize its licensing to
End Users.

     6.2 Trained Master Reseller  Employees.  Master  Reseller shall,  and shall
require Subdistributors to, employ, train and maintain sufficient personnel with
technical and sales  experience to demonstrate,  market and support the Licensed
Software.

     6.3 Maintenance and Support.

          6.3.1 Master  Reseller  shall and shall cause its  Subdistributors  to
     make available to each End User after-sales  support throughout the term of
     such End User's End User Agreement. At a minimum, Master Reseller shall and
     shall cause its Subdistributors to use best efforts to assist each End User
     in using the Licensed  Software  and to resolve any problems  such End User
     reports in connection  with using the Licensed  Software.  Master  Reseller
     shall and shall cause its  Subdistributors  to make  available such support
     both at such End User's site and via telephone,  depending on the nature of
     such  End  User's   requirements.   Master   Reseller   shall   direct  its
     Subdistributors not to contact Burst.Com and not to direct or encourage any
     End User to contact  Burst.Com,  and Master  Reseller shall and shall cause
     its  Subdistributors  to use their best  efforts to cause End User to refer
     all problems with the Licensed  Software directly to Master Reseller or the
     Subdistributor, as applicable. Burst.Com shall refer to Master Reseller any
     End User that  contacts  Burst.Com  for  resolution  of a problem  with the
     Licensed Software.

          6.3.2  In the  event  that an End  User  reports  a  problem  with the
     Licensed  Software  to Master  Reseller  or a  Subdistributor,  and  Master
     Reseller  or the  Subdistributor,  upon  using best  efforts,  is unable to

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<PAGE>

     resolve the problem,  Master Reseller (but not a Subdistributor) may notify
     Burst.Com  of the  problem.  Upon such  notification,  Burst.Com  shall use
     reasonable  efforts to assist Master Reseller in resolving the problem,  in
     the manner set forth in Section 7.1.

          6.3.3 Burst.Com reserves the right to change Master Reseller's support
     obligations as necessary to improve support to End Users and to comply with
     applicable laws, regulations and tariffs.

     6.4 Protection of Burst.Com  Intellectual  Property.  Master Reseller shall
ensure that Burst.Com's  Intellectual  Property Rights in the Licensed Software,
Documentation  and the Trademarks are protected,  and shall fully cooperate with
Burst.Com's efforts to protect Burst.Com's rights.  Master Reseller shall notify
Burst.Com within ten (10) days of learning of any actual or suspected  violation
of  Burst.Com's  Intellectual  Property  Rights in the  Licensed  Software,  the
Documentation  or the Trademarks.  Master Reseller shall notify Burst.Com of any
claim,  judicial  proceeding or governmental  proceeding  involving the Licensed
Software no later than ten (10) days after learning of such claim or proceeding.

     6.5  Subdistributor  Agreements  and End User  License  Agreements.  Master
Reseller shall ensure that the Licensed  Software is distributed only to persons
or entities  that have  received,  executed  and  returned to Master  Reseller a
Subdistributor Agreement or an End User License Agreement, as applicable. Master
Reseller  shall   promptly   forward  to  Burst.Com  a  copy  of  each  executed
Subdistributor Agreement and End User License Agreement.

     6.6 Representations and Warranties to End Users. Master Reseller shall not,
under  any  circumstances,   make  any  representations  or  warranties  to  any
Subdistributor  or End User or other person or entity that are inconsistent with
or  in  addition  to  the  warranties  and  representations   contained  in  the
Subdistributor Agreement and End User License Agreement.

     6.7 Compliance with Applicable Laws.  Master Reseller shall comply with all
laws and  regulations  of the United  States and the  Licensed  Territory to the
extent that non-compliance  could possibly subject Burst.Com to any liability or
impair any right or interest of  Burst.Com.  The  obligations  of  Burst.Com  to
supply the Licensed Software and Documentation  shall be, at all times,  subject
to any and all applicable  export and re-export  control laws and regulations of
the United  States and any and all import  control laws and  regulations  in the
Licensed  Territory.  Master  Reseller shall use best efforts to comply with all
such laws and  regulations  and shall not  knowingly  take any  action  contrary
thereto.  Master Reseller agrees that, except for returns to Burst.Com, it shall
not  re-export,  directly  or  indirectly,  any  of  the  Licensed  Software  or
Documentation outside of the Licensed Territory without the consent of Burst.Com
and without  obtaining the  appropriate  clearance  under any applicable laws or
regulations.  Master  Reseller  shall  comply  with  all  export  and  re-export
requirements  including,  without  limitation,   record-keeping  and  inspection
requirements.

     6.8 Conduct.  Master  Reseller  shall at all times refrain from engaging in
any illegal, unfair or deceptive trade practices or unethical business practices
whatsoever  with  respect  to its  marketing,  distribution  and  support of the
Licensed Software.

     6.9 Market Reports.  Master Reseller shall submit to Burst.Com quarterly, a
complete analysis of the market for products similar to the Licensed Software in
the Licensed  Territory and a complete  marketing plan for  distribution  of the
Licensed Software by Master Reseller for the following twelve (12) month period.
Each analysis shall include, but not be limited to, relevant information such as
customer base, product line forecasts,  competition analysis and market analysis
for every market  served that would be required in order  adequately  to measure
market and market potential in the Licensed Territory.



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<PAGE>

     6.10 Trade Shows;  Promotion.  Master  Reseller shall, at its sole expense,
attend and display the Licensed  Software  prominently  at all  important  trade
shows and exhibitions in the Licensed Territory and shall advertise the Licensed
Software in appropriate industry trade publications.

     6.11 Translation. Master Reseller shall translate into, test, proofread and
otherwise verify the accuracy and  functionality of the  Documentation,  and any
modifications thereto, upgrades and updates in the Korean language.

     6.12 Market  Information.  Master Reseller shall advise Burst.Com  promptly
concerning  any market  information  with  respect to  Burst.Com,  the  Licensed
Software,  Burst.Com's market position, or the continued  competitiveness of the
Licensed Software in the marketplace,  including charges,  complaints, or claims
by  Subdistributors,  End Users or other persons about Burst.Com or the Licensed
Software.

                                   Section 7

                          RESPONSIBILITIES OF BURST.COM

     7.1 Support.  Upon payment of the  Maintenance  Fee as stated in Exhibit C,
Burst.Com shall: (i) provide technical  support via fax,  telephone and FTP site
to Master Reseller,  at no charge to Master Reseller;  (ii) keep Master Reseller
informed of Licensed Software improvements,  enhancements and fixes on a regular
basis; and (iii) provide to Master Reseller,  at no charge, a reasonable  amount
of telephone or electronic mail consultation to Master  Reseller's  employees in
order for Master Reseller to meet its obligations under Section 6.3.

     7.2 Product Plans. Burst.Com shall provide Master Reseller with information
concerning  planned  feature  changes.  Within  ten (10) days of their  release,
Burst.Com  shall  provide  Master  Reseller  with  upgrades  and  updates of the
Licensed Software, and any updated Documentation and other associated materials.
Burst.Com shall supply Master Reseller  updates of the Licensed  Software at the
discounts that apply to the Licensed Software.

     7.3 Training.  Upon Master Reseller's request,  and at a mutually agreeable
time, Burst.Com shall provide sales and technical support training,  as outlined
in Exhibit F, on the Licensed  Software to up to three (3) of Master  Reseller's
employees at Burst.Com's San Francisco, California office. Master Reseller shall
be entitled to one such training  session  during the initial  twelve (12) month
period of this Agreement,  and one additional  training session for no more than
three (3) of Master  Reseller's  employees  during the second  twelve (12) month
period of this  Agreement.  Burst.Com  shall  reimburse  Master Reseller for the
reasonable  travel  (coach-class air travel),  lodging and meal expenses for the
attendance  of Master  Reseller's  employees  at the initial  training  session.
Master  Reseller shall be responsible  for all travel,  lodging,  meal and other
expenses for the  attendance of its employees at the training  during the second
twelve (12) month period. Master Reseller may request additional training, which
Burst.Com may,  subject to the availability of Burst.Com  resources,  provide on
terms to be negotiated.

                                   Section 8

                                LIMITED WARRANTY

     8.1 Ownership.  Burst.Com  warrants to Master  Reseller that it owns or has
the right and authority to license the Licensed Software,  the Documentation and
the Trademarks to Master Reseller on the terms and conditions of this Agreement.

     8.2 Media and Documentation.  Burst.Com warrants to Master Reseller that if
the Licensed  Software's  media or  Documentation  is in a damaged or physically
defective condition at the time it is delivered


                                       8
<PAGE>

to Master  Reseller  under  Section  3.1,  and if it is  returned  to  Burst.Com
(postage  prepaid) within ninety (90) days of delivery,  Burst.Com shall provide
Master Reseller with replacements at no charge.

     8.3  Performance.  Burst.Com also warrants to Master  Reseller that, in the
form  delivered to Master  Reseller by Burst.Com,  the Licensed  Software  shall
perform  substantially  in  accordance  with  the  Documentation  and be free of
Program  Errors for ninety  (90) days after  delivery to Master  Reseller  under
Section  3.1.  Burst.Com's  warranty  is  conditioned  upon:  (a) the use of the
Licensed Software in accordance with the  Documentation  and other  instructions
provided by Burst.Com  and shall be null and void if Master  Reseller  alters or
modifies the Licensed Software without Burst.Com's prior written approval,  does
not  use  the  Licensed  Software  in  accordance  with  the  Documentation  and
Burst.Com's  instructions,  or if the  Licensed  Software  fails  because of any
accident,  abuse or misapplication;  and (b) Master Reseller notifying Burst.Com
in writing of the claimed  nonconformance within ninety (90) days after delivery
of Licensed  Software to Master  Reseller.  As  Burst.Com's  sole  liability and
Master Reseller's sole remedy respecting the Licensed Software's  nonconformance
with the limited  warranty set forth in this Section 8.3,  Burst.Com  may at its
sole option (i) use reasonable  efforts to correct the Licensed Software to make
it  conform  with the  specifications  set forth in the  Documentation,  or (ii)
replace the Licensed Software.  BURST.COM DOES NOT REPRESENT OR WARRANT THAT THE
LICENSED  SOFTWARE SHALL OPERATE PROPERLY WITH OTHER HARDWARE OR SOFTWARE,  THAT
THE LICENSED SOFTWARE SHALL MEET MASTER RESELLER'S  REQUIREMENTS OR EXPECTATIONS
OR THAT OPERATION OF THE LICENSED SOFTWARE SHALL BE UNINTERRUPTED OR ERROR-FREE.

     8.4 No Other Warranties.  EXCEPT AS SET FORTH IN SECTIONS 8.1, 8.2 and 8.3,
BURST.COM IS PROVIDING THE LICENSED  SOFTWARE AND THE DOCUMENTATION "AS IS," AND
BURST.COM  SPECIFICALLY  DISCLAIMS ANY AND ALL OTHER  WARRANTIES,  CONDITIONS OR
REPRESENTATIONS  (WHETHER  EXPRESS OR IMPLIED,  ORAL OR WRITTEN) WITH RESPECT TO
THE LICENSED  SOFTWARE AND  DOCUMENTATION  INCLUDING  ANY AND ALL  WARRANTIES OF
MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE  (WHETHER OR NOT BURST.COM
KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY
SUCH PURPOSE) OR CONDITIONS OF TITLE OR NONINFRINGEMENT WHETHER ALLEGED TO ARISE
BY  OPERATION  OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF
DEALING.  BURST.COM ALSO EXPRESSLY  DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR
REPRESENTATION TO ANY PERSON OTHER THAN MASTER RESELLER.

                                   Section 9

                             LIMITATION OF LIABILITY

     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,  BURST.COM'S  CUMULATIVE
LIABILITY  FOR ALL CLAIMS OF ANY NATURE  RELATED TO THE  LICENSED  SOFTWARE  AND
DOCUMENTATION OR OTHERWISE  ARISING FROM THIS AGREEMENT,  INCLUDING ANY CAUSE OF
ACTION BASED ON WARRANTY,  CONTRACT, TORT, STRICT LIABILITY, PATENT OR COPYRIGHT
INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY,  SHALL NOT EXCEED THE
TOTAL AMOUNT OF LICENSE FEES THAT MASTER  RESELLER HAS ACTUALLY  PAID UNDER THIS
AGREEMENT.  NEITHER  BURST.COM  NOR ANY OF ITS  SUPPLIERS OR LICENSORS  SHALL BE
LIABLE  FOR ANY  CONSEQUENTIAL,  INCIDENTAL,  INDIRECT,  SPECIAL,  EXEMPLARY  OR
PUNITIVE  DAMAGES,  WHETHER  IN  CONTRACT,  IN TORT  (INCLUDING  NEGLIGENCE)  OR
OTHERWISE,  OR FOR ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA OR LOSS OF
USE  ARISING  OUT OF THIS  AGREEMENT  OR THE USE OF (OR  INABILITY  TO USE)  THE
LICENSED SOFTWARE EVEN IF BURST.COM, SUPPLIER OR LICENSOR HAS BEEN MADE AWARE OF
THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IN NO


                                       9
<PAGE>

EVENT SHALL  BURST.COM  BE LIABLE FOR ANY CLAIM  BROUGHT  MORE THAN ONE (1) YEAR
AFTER THE CAUSE OF ACTION  AROSE OR SHOULD HAVE BEEN  DISCOVERED.  BECAUSE  SOME
JURISDICTIONS  DO NOT  ALLOW  THE  EXCLUSION  OR  LIMITATION  OF  LIABILITY  FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.

     MASTER  RESELLER HAS ACCEPTED THE LIMITATION OF LIABILITY AND DISCLAIMER OF
WARRANTIES  AS PART OF A BARGAIN  TO LOWER  THE  LICENSE  FEES FOR THE  LICENSED
SOFTWARE. THE LICENSE FEE WOULD BE HIGHER IF BURST.COM WERE REQUIRED TO BEAR THE
RISK OF ANY SUCH LIABILITY OR DAMAGES.

                                   Section 10

                                 CONFIDENTIALITY

     10.1 Master  Reseller  Confidentiality  Obligations.  Master Reseller shall
maintain the  confidentiality  of any  confidential  information  regarding  the
Licensed Software,  Burst.Com,  or Burst.Com's past, present or future products,
business plans or strategies.  Information shall be deemed  confidential only if
it is marked  "confidential"  in writing  or if it is  expressly  identified  as
"confidential" orally. Master Reseller shall indemnify Burst.Com for any loss or
damage  Burst.Com  may sustain as a result of the wrongful use or  disclosure by
Master Reseller (or any Subdistributor, employee, agent, licensee, or contractor
of Master Reseller) of confidential information regarding the Licensed Software,
Burst.Com, or Burst.Com's past, present or future products.

     10.2 Burst.Com  Confidentiality  Obligations.  Burst.Com shall maintain the
confidentiality of any confidential  information  regarding Master Reseller,  or
Master  Reseller's  past,   present  or  future  products,   business  plans  or
strategies.  Information  shall  be  deemed  confidential  only if it is  marked
"confidential"  in writing or if it is expressly  identified  as  "confidential"
orally.  Burst.Com shall indemnify Master Reseller for any loss or damage Master
Reseller may sustain as a result of the wrongful use or  disclosure by Burst.Com
(or any employee,  agent,  licensee, or contractor of Burst.Com) of confidential
information  regarding  Master Reseller or Master  Reseller's  past,  present or
future products.

     10.3 Exceptions.  The obligations set forth in Sections 10.1 and 10.2 shall
not apply with respect to any  Confidential  Information  that (a) is or becomes
publicly known under circumstances  involving no breach of the terms of Sections
10.1 or 10.2;  (b) is generally  disclosed to third parties by the owner of such
Confidential  Information without restrictions on its use or disclosure;  (c) is
independently  developed  by the  party  to  whom  it was  disclosed;  or (d) is
approved  for use or  disclosure  in writing  by the owner of such  Confidential
Information.

     10.4 Agreement is  Confidential.  This Agreement is strictly  confidential.
Neither  party shall  disclose  any of the terms of this  Agreement to any third
party without the prior written consent of the other, except as may be necessary
to comply with  applicable  law. If either party  intends to disclose any of the
terms of this  Agreement,  it shall  provide  the other with ten (10) days prior
written notice of the intended disclosure. Neither party's consent to a proposed
disclosure shall be unreasonably withheld.

                                   Section 11

                                    INDEMNITY

     Except for claims  arising  solely as a result of any breach of the limited
warranties  set forth in  Section 8 of this  Agreement,  Master  Reseller  shall
indemnify,  defend and hold  Burst.Com  harmless  from and  against  all claims,
actions or  liabilities  of any nature that may arise from Master  Reseller's or
its Subdistributors' marketing, distribution,  installation, use or execution of
the Licensed Software.




                                       10
<PAGE>

                                   Section 12

                              TERM AND TERMINATION

     12.1 Term.  The Term of this  Agreement  shall begin on the Effective  Date
and, unless renewed in accordance with Section 12.2, or terminated in accordance
with Section 12.3 or 12.4, end three (3) calendar years later.

     12.2 Renewal.  Unless  either party gives the other  written  notice of its
intention  not to renew at least  sixty (60) days  before the end of the initial
Term,  this Agreement shall renew itself  automatically  for successive one year
renewal Terms until either party gives the other written notice of its intention
not to renew this Agreement for another Term at least sixty (60) days before the
end of any renewal Term. A party's decision to renew or not renew this Agreement
shall be within that  party's  sole and  exclusive  discretion,  with or without
cause.

     12.3 Default.  Either party may, at its option and in addition to all other
available rights or remedies,  terminate this Agreement if the other party fails
to comply with its obligations  under this Agreement in any material respect and
then fails to cure that noncompliance  within thirty (30) days after receiving a
written notice describing the noncompliance in reasonable detail.

     12.4 Bankruptcy or Insolvency.  Either party may immediately terminate this
Agreement in the event the other party becomes bankrupt,  insolvent or generally
unable to pay its debts as they become due.

     12.5 Effect of  Termination.  After any  termination  or expiration of this
Agreement,  Burst.Com  shall continue to be entitled to all License Fees payable
under this Agreement. Sections 5, 6.3, 6.4, 6.6, 8, 9, 10, 11, 12.2, 12.5, 12.6,
12.7 and 14.1, 14.2, 14.4, 14.7, 14.8, 14.9,  14.10,  14.11,  14.14 and 14.15 of
this Agreement shall survive the termination or expiration of this Agreement.

     12.6 No Effect on End-Users. Termination of this Agreement shall not affect
the rights or obligations of properly licensed End-Users.

     12.7 Post Termination Rights.

          12.7.1 On the date this Agreement  terminates,  Master  Reseller shall
     provide  Burst.Com  with a  complete  written  inventory  of  all  Licensed
     Software,  Documentation  and  promotional  materials in its  possession or
     control.  Master  Reseller may continue to market the inventory of Licensed
     Software in the Licensed  Territory on a non-exclusive  basis for three (3)
     months. Master Reseller shall comply with this entire Agreement,  and shall
     pay  License  Fees and,  as before,  furnish  all  statements  required  by
     Sections 4.3 and 6.9.

          12.7.2 At the end of the three (3) month  period  described in Section
     12.7.1,  upon thirty (30) days' prior  written  notice to Master  Reseller,
     Burst.Com  shall have the option to  repurchase  any Licensed  Software and
     Documentation  remaining in Master Reseller's inventory at a purchase price
     equal to Master  Reseller's  price therefor less  applicable  License Fees.
     Burst.Com shall also have the right to purchase any  promotional  materials
     remaining  in Master  Reseller's  inventory on the date of  termination  at
     Master Reseller's cost therefor.  Any Licensed  Software,  Documentation or
     promotional   material  not  purchased  by  Burst.Com   shall  promptly  be
     destroyed.




                                       11
<PAGE>

                                   Section 13

                           CO-MARKETING AND PROMOTION

     13.1 Press Release. Burst.Com and Master Reseller shall issue a joint press
release promptly after the Effective Date to announce the  relationship  created
by this Agreement.

     13.2 Identification of Master Reseller as Burstware Master Reseller. Master
Reseller  agrees that  Burst.Com may use Master  Reseller's  name as a Burst.Com
Master  Reseller  in any  advertising  or  promotional  materials  for  Licensed
Software.

     13.3 Website Links.  Burst.Com and Master  Reseller each agrees to maintain
at least one  marketing-related  link on its website(s)  during the term of this
Agreement.

     13.4 Collaterals.  Burst.Com will provide necessary  marketing materials in
English,  in electronic  format,  to enable Master Reseller to conduct effective
advertising and promotional activities. Notwithstanding the foregoing, Burst.Com
shall have no responsibility to create any marketing materials.

     13.5 General.  Burst.Com and Master  Reseller  shall  participate  in joint
marketing and promotion  efforts  reasonably  acceptable to Burst.Com and Master
Reseller.  Such  activities may include  (subject to the parties  agreements and
Burst.Com  personnel  availability and adequate notice),  Burst.Com's support of
and  participation  in trade shows and  customer  visits with Master  Reseller's
sales teams.  Burst.Com and Master Reseller shall confer at least  semi-annually
to discuss and agree on the scope,  scheduling,  and expenditures regarding such
joint marketing initiatives and programs.

                                   Section 14

                                  MISCELLANEOUS

     14.1 Export Regulations. The Licensed Software and Documentation, including
technical  data,  is subject to U.S.  export  control  laws,  including the U.S.
Export Administration Act and its associated regulations,  and may be subject to
export or import  regulations  in the Licensed  Territory  and other  countries.
Licensee  agrees to comply strictly with all such  regulations and  acknowledges
that it has the  responsibility  to obtain  licenses  to export,  re-export,  or
import the Licensed Software or Documentation. Neither the Licensed Software nor
Documentation  may be downloaded or otherwise  exported or re-exported (i) into,
or to a national  or resident  of any  country to which the U.S.  has  embargoed
goods;  or (ii) to anyone on the U.S.  Treasury  Department's  list of Specially
Designated Nations or the U.S. Commerce  Department's Table of Denial Orders. By
installing or using the Licensed Software, Master Reseller is warranting that it
is not located in or under the control of, or a national or resident of any such
country or on any such list.

     14.2  Absence of Third  Party  Beneficiaries.  Unless  otherwise  expressly
provided,  no provisions of this Agreement are intended or shall be construed to
confer upon or give to any person other than  Burst.Com and Master  Reseller any
rights, remedies or other benefits under or by reason of this Agreement.

     14.3  Assignment.  Master  Reseller  may not  assign  any of its  rights or
delegate any of its obligations  under this Agreement  without the prior written
consent of Burst.Com, which Burst.Com shall not withhold unreasonably. Burst.Com
may assign or delegate its obligations under this Agreement as part of a sale or
transfer  of a  substantial  portion of its  business  to which  this  Agreement
relates.



                                       12
<PAGE>

     14.4  Complete   Understanding.   This  Agreement  constitutes  the  entire
agreement  between the parties with respect to its subject matter and supersedes
and replaces all prior or contemporaneous  understandings or agreements, written
or oral,  regarding its subject matter.  No amendment to or modification of this
Agreement  shall be  binding  unless in writing  and  signed by duly  authorized
representatives  of both parties.  Terms of a purchase order or similar document
issued by Master Reseller, a Subdistributor or an End-User shall not modify this
Agreement.

     14.5   Construction.   This  Agreement  was  executed   after   arms-length
negotiations  between the parties, and its terms are not to be construed against
either party.

     14.6  Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall constitute one and the same instrument.

     14.7 Disclaimer of Agency.  Burst.Com and Master Reseller each acknowledges
that the parties to this Agreement are independent.  Neither party is authorized
or  empowered  to act as agent or legal  representative  for the  other  for any
purpose and shall not on behalf of the other enter into any  contract,  warranty
or representation as to any matter.  Neither party shall be bound by the acts or
conduct  of the other and  nothing  herein  shall be  construed  as  creating  a
partnership or joint venture.

     14.8  Governing  Law and Forum.  This  Agreement  shall be  governed by and
construed  in  accordance  with the  laws of the  State  of  California  without
reference to conflicts of laws  principles.  Subject to Section 14.9,  Burst.Com
and Master Reseller  consent to the  jurisdiction and venue of the United States
District Court for the Northern  District of California,  United States,  as the
exclusive forum for all disputes concerning this Agreement.

     14.9 Arbitration.

          14.9.1 Subject to Section 14.9.2, any controversy or claim arising out
     of or relating to this Agreement, or the breach of this Agreement, shall be
     settled  by  arbitration  administered  by the  San  Francisco,  California
     Regional Office of the American Arbitration  Association in accordance with
     its Commercial Arbitration Rules, and judgment on the award rendered by the
     arbitrator  may be entered in the court  identified  in Section  14.8.  The
     arbitration shall be conducted by a single arbitrator. The arbitrator shall
     follow and be bound by applicable  state and federal law. The parties shall
     cooperate  in the  expeditious  conduct  of the  arbitration,  and shall do
     everything reasonably possible to ensure that the arbitration proceeding is
     concluded  within  sixty (60) days of  service  of a notice of request  for
     arbitration.  Each party  shall be limited  to a total of  thirty-two  (32)
     hours to present to the arbitrator all evidence and arguments in support of
     its  position.  All fees and  costs  related  to the  arbitration  shall be
     apportioned  between  the  parties by the  arbitrator  in  accordance  with
     Section 14.10.

          14.9.2 Disputes (i) in which either party claims damages (exclusive of
     costs and fees) of $500,000 or more, (ii) which involve  indemnity or other
     issues  concerning   liability  to  third  parties,  or  (iii)  which  seek
     injunctive or other equitable relief,  shall not be resolved by arbitration
     but may be resolved by litigation in accordance with Section 14.8.

     14.10 Attorneys' Fees. The prevailing party in any action arising from this
Agreement  shall be entitled  to recover  from the losing  party its  reasonable
attorneys'  fees,  costs and  necessary  disbursements  in addition to any other
relief to which such party may be entitled from the losing party.

     14.11  Notices.  All notices and other  communications  that this Agreement
requires or permits shall be in writing and shall be considered  effective  when
delivered to an  expedited  delivery  service,  delivered  personally,  sent via
facsimile  followed by delivery of a hard copy,  or deposited in the U.S.  mail,
postage prepaid,  and


                                       13
<PAGE>

addressed  to the  appropriate  party at the address  noted on the first page of
this Agreement, unless by such notice the receiving party designates a different
address in writing.

     14.12 No Waiver.  The failure of either  party to enforce any  provision of
this  Agreement  shall  not be deemed a waiver  of that  provision  or any other
available right or remedy.

     14.13  Severability.  In the event that any provision of this  Agreement is
found to be invalid,  illegal or  unenforceable  pursuant to judicial  decree or
decision,  the remainder of this  Agreement  shall remain valid and  enforceable
according to its terms.

     14.14  Warranty  of  Authority.  By signing  this  Agreement,  each  person
executing  this Agreement on behalf of any party warrants that he or she has the
full authority to do so.

     14.15 Irreparable Harm. Master Reseller acknowledges that money damages may
not be an adequate  remedy for any breach or  violation of any  requirement  set
forth in  Section  2, 5 or 10 of this  Agreement  and that  any such  breach  or
violation may leave Burst.Com without an adequate remedy at law. Master Reseller
therefore  agrees that, in addition to any other  remedies  available at law, in
equity or under this Agreement, Burst.Com shall be entitled to obtain temporary,
preliminary  and permanent  injunctive  relief,  without  bond,  from a court of
competent jurisdiction to restrain any such breach or violation


BURST.COM, INC.                             INTERZEST


By           /s/                            By           /s/
       --------------------------------            -----------------------------

Name     Robert D. Egan                     Name     Kisun Nam
       --------------------------------            -----------------------------

Title    VP Sales                           Title    CEO
       --------------------------------            -----------------------------

Date     May 31,2000                        Date     25/05/2000
       --------------------------------            -----------------------------



                                       14
<PAGE>

                                   "EXHIBIT A"

                       END-USER SOFTWARE LICENSE AGREEMENT

                                     BETWEEN

                                ________________
                              _____________________ -
                                       and

                                    LICENSEE

         Company Name:              _________________________________

         Principal Address:         _________________________________

                                    _________________________________

         Contact Person:            _________________________________

         Phone Number:              _________________________________

         Facsimile Number:          _________________________________


     By executing this Agreement,  __________  ("Licensor") and  _______________
("Licensee")  are  agreeing  to  a  license  of  certain  computer  programs  in
accordance with the terms and conditions contained in this Agreement.

     This Agreement  consists of (1) this cover page; (2) the attached Terms and
Conditions;  and  (3)  the  Program  Order  attached  as  Exhibit  A, as well as
additional  Program  Orders  accepted  from  time to time with  respect  to this
Agreement.

     Licensee has read,  understands  and agrees to the terms and  conditions of
this Agreement and has duly authorized the individual  signing this Agreement on
its behalf to do so.

[LICENSOR]                                     [LICENSEE]

By:_____________________________                By:_____________________________


________________________________                ________________________________

         (Print Name)                                    (Print Name)

Title:__________________________                Title:__________________________


Date:___________________, 20____                Date:___________________, 20____



<PAGE>



                              TERMS AND CONDITIONS

1.   DEFINITIONS

     1.1 "Burstware  Conductor"  means the computer  program  included among the
Licensed  Software  that is  designed  to operate on a hardware  server and that
manages the distribution of audio and/or video content from one or more hardware
servers on which the Burstware  Server  software has been installed to Burstware
Players  installed on client  computers.  Each  Burstware  Conductor  requires a
Burstware License Key configured for the host name or IP address of the computer
on which the Burstware Conductor is installed.

     1.2 "Burstware  License Key" means the unique,  encrypted  software program
provided by Burst.Com (only upon payment of the applicable license fees) that is
designed to prevent use of the Licensed Software beyond the scope of the license
paid for by  Licensee  by  limiting,  as  appropriate,  and in addition to other
limits,  the number of Concurrent  Burstware Player  Connections,  the amount of
Managed  Bandwidth,  and the  number of  Burstware  Servers  that the  Burstware
Conductor  can manage and the number of copies of the Burstware  Conductor  that
can be used.

     1.3  "Burstware  Player"  means the  computer  program  included  among the
Licensed  Software that operates on a single-user  client  computer,  permitting
that  computer to receive and play audio and/or video  content  delivered by the
Burstware Server software.

     1.4  "Burstware  Server"  means the  computer  program  included  among the
Licensed  Software  that stores audio  and/or  video  content and delivers it to
client computers for viewing with the Burstware Player.

     1.5  "Concurrent   Burstware  Player   Connections"  means  the  number  of
simultaneous connections between Burstware Players installed on client computers
and Burstware  Servers  installed on hardware servers that the Burstware License
Key enables the Burstware Conductor to manage simultaneously.

     1.6  "Documentation"  means all materials in written,  computer readable or
other form containing information about the Licensed Software that accompany the
Licensed  Software,  or that  Burst.Com  may  provide  during  the  term of this
Agreement.

     1.7 "Licensed Software" means the Burst.Com Burstware Conductor,  Burstware
Server and  Burstware  Player  software for which  Licensee is granted a license
under this Agreement.

     1.8 "Managed Bandwidth" means the total bandwidth, measured in megabits per
second,  used by the  Burstware  Server  software to deliver  audio and/or video
content to Burstware Players.

2.   GRANT OF LICENSE

     On the terms and  conditions  of this  Agreement,  and upon  payment of all
applicable  license fees,  Licensor grants to Licensee and Licensee  accepts the
non-exclusive licenses and the restrictions set forth below.

     2.1 Software License.  Licensor grants to Licensee a non-exclusive  license
to install and use the Licensed  Software in  machine-readable  object code form
only in the  configuration  and to the scope  identified  in the  Program  Order
attached as Exhibit A, or such other Program  Order(s) as Licensor  might accept
at a later date.

     2.2 Documentation.  Licensor grants to Licensee a non-exclusive  license to
use  the  Documentation  in  connection  with  Licensee's  use of  the  Licensed
Software.


<PAGE>

     2.3 Limitation on Use.  Licensee  understands and acknowledges  that use of
the Licensed  Software is controlled by the Burstware  License Key. Licensee may
not use the Licensed  Software beyond the scope enabled by the Burstware License
Key provided by Licensor to Licensee upon payment of the applicable license fee.
The  Licensed  Software  functions as three  separate  programs,  the  Burstware
Conductor,  Burstware Server, and Burstware Player, that operate  cooperatively.
Licensee  may  install  and use only  the  number  of  copies  of the  Burstware
Conductor and Burstware  Server software  specifically  enabled by the Burstware
License Key provided to Licensee by Licensor.  Licensee may install an unlimited
number of copies of the Burstware Player software for use by Licensee,  provided
Licensee   does  not  receive   any  direct   payment  for  doing  so,  but  may
simultaneously   use  only  the  number  of  copies  of  the  Burstware   Player
specifically  enabled by the  Burstware  License  Key  provided  to  Licensee by
Licensor.  Licensee may not modify or alter the  Licensed  Software or Burstware
License Key to increase the scope of its use of the Licensed Software.  Further,
Licensee may not use any device,  process or computer  program  that  increases,
directly or indirectly, the scope of use of the Licensed Software enabled by the
Burstware  License Key provided to Licensee by Licensor.  If Licensee  wishes to
increase the scope of its licensed use of the Licensed  Software,  Licensee must
purchase an additional Burstware License Key from Licensor.

     2.4 Back-Up  Copies.  Licensee may make one copy of the  Licensed  Software
solely  for the  back-up  or  archival  purposes,  provided  that such copy must
contain all proprietary notices affixed to or appearing in the original copy.

     2.5 Sun Microsystems Java(TM) Runtime Environment Provisions.  Licensee may
not modify the Java Platform  Interface ("JPI",  identified as classes contained
with the "java" package or any subpackages of the "java"  package),  by creating
additional  classes  within the JPI or  otherwise  causing  the  addition  to or
modification  of the classes in the JPI. In the event that Licensee  creates any
Java-related API and distributes such API to others for application development,
Licensee must promptly publish broadly,  an accurate  specification for such API
for free use by all developers of Java-based software.

     2.6  Hazardous  Environments.  The  Licensed  Software  is not  designed or
intended for use in online control equipment in environments requiring fail-safe
performance, such as the operation of nuclear facilities, aircraft communication
or control systems or life support systems, in which software failure could lead
to personal injury or severe property or environmental damage. Licensee warrants
that it  shall  not use or  allow  the use of the  Licensed  Software  for  such
purposes

3.   OWNERSHIP AND USE RESTRICTIONS

     3.1  Ownership.  Licensee  acknowledges  that the  Licensed  Software,  all
enhancements, corrections and modifications to the Licensed Software (regardless
whether made by  Burst.Com,  Inc.  ("Burst.Com"),  Licensor,  Licensee or anyone
else),  all  copyrights,   patents,   trade  secrets,  or  trademarks  or  other
intellectual  property  rights  protecting  or  pertaining  to any aspect of the
Licensed  Software (or any enhancements,  corrections or modifications)  and the
Documentation, are and shall remain the sole and exclusive property of Burst.Com
and, where  applicable,  Burst.Com's  suppliers.  This Agreement does not convey
title or ownership  to Licensee,  but instead  gives  Licensee  only the limited
rights set forth in  Section  2.  Burst.Com  reserves  all rights not  expressly
granted by this Agreement.

     3.2 Restrictions. Except as expressly set forth in this Agreement, Licensee
has no right to use, make,  sublicense,  modify,  transfer,  rent, lease,  sell,
display,  distribute  or copy  originals or copies of any  Licensed  Software or
Documentation, or to permit anyone else to do so.

     3.3  Transfer.  Licensee  may not assign or transfer  its rights under this
Agreement  or its rights to the  Licensed  Software  without  the prior  written
consent  of  Licensor.  Upon any such  transfer  or  assignment,  Licensee  must
transfer all copies of the Licensed Software and Documentation and assignee must
agree in writing to all the terms of this Agreement.


<PAGE>

     3.4 Proprietary Notices. Licensee shall not remove any patent, copyright or
trademark or other intellectual  property notices that may appear on any part of
the Licensed Software or the Documentation.

     3.5 Trade Secrets. Licensee acknowledges that the Licensed Software, in its
source code form,  contains  valuable  trade  secrets  belonging  to  Burst.Com.
Licensee  may  not  reverse  engineer,  unencrypt,  decompile,   disassemble  or
otherwise translate the Licensed Software or allow anyone else to do so.

     3.6  Audit  Rights.  Licensee  authorizes  Licensor,   Burst.Com  or  their
designees to audit its compliance with this Agreement, as they deem reasonable.

     3.7  Notice to  Employees  and  Agents.  Licensee  shall  use  commercially
reasonable efforts to inform its employees, agents and others using the Licensed
Software under this Agreement that it may not be used,  copied or transferred in
violation of this Agreement.

     3.8 Irreparable Harm.  Licensee  acknowledges that money damages may not be
an adequate  remedy for any breach or violation of any  requirement set forth in
Section 3 of this  Agreement  and that any such  breach or  violation  may leave
Licensor without an adequate remedy at law.  Licensee  therefore agrees that, in
addition  to any other  remedies  available  at law,  in  equity  or under  this
Agreement,  Burst.Com  and  Licensor  shall be  entitled  to  obtain  temporary,
preliminary  and permanent  injunctive  relief,  without  bond,  from a court of
competent jurisdiction to restrain any such breach or violation.

3.9 Burst.Com.  Licensee agrees that Burst.Com has no obligation or liability to
Licensee and that Licensee may look only to Licensor for any matters relating to
the Licensed Software or in any way relating to this Agreement.

4.   SHIPMENT AND PAYMENT

     4.1  Shipment  of  Licensed  Software.  Licensor  shall  ship all  Licensed
Software ordered under this Agreement F.O.B.  Licensor's  ________ facility,  or
other point of shipment within South Korea designated by Licensor.  Risk of loss
or damage to copies of the Licensed Software shall pass to Licensee at the point
of  shipment.  All shipping and in transit  insurance  charges  shall be paid by
Licensee.  Licensee  shall  specify in its  Program  Order the mode of  shipment
and/or  carrier for each  order.  In the  absence of written  instructions  from
Licensee, Licensor shall determine the carrier and/or mode of shipment.

     4.2 Product  Delivery  Schedule  and Delays.  Although  Licensor  shall use
reasonable efforts to meet Licensee's  requested delivery schedules for Licensed
Software,  Licensor  shall not be liable for any loss,  damage or expense due to
late delivery.

     4.3 Payment.  Licensee  shall pay for all Licensed  Software  within thirty
(30) days after the date of  Licensor's  invoice  therefor.  In  addition to all
other available rights or remedies,  Licensor  reserves the right to declare all
sums  immediately  due and payable upon  written  notice to Licensee if Licensee
fails to pay when due any  amounts  due under  this  Agreement  or any  invoice.
Interest  shall  accrue on any  amounts  not paid when due at an annual  rate of
eighteen percent (18%) or the maximum permissible rate, if less.

     4.4 Taxes. With the sole exception of taxes based on Licensor's net income,
Licensee shall pay all sales,  use, excise,  value added or other taxes that may
arise out of Licensee's installation or use of the Licensed Software.

5.   NO PRODUCT MAINTENANCE AND SUPPORT

     Licensee is not  entitled to any  maintenance  or support for the  Licensed
Software or any  upgrades or  enhancements  under this  Agreement.  Licensee may
purchase from Licensor maintenance and support pursuant to

<PAGE>

the  terms,  conditions  and  pricing  of  Licensor's  maintenance  and  support
agreement  as in effect on the date of  Licensee's  license.  All  upgrades  and
enhancements  made  available  to Licensee  shall  become  part of the  Licensed
Software and become subject to this Agreement.

6.   LIMITED WARRANTY

     6.1  Ownership.  Licensor  warrants  that it has the right and authority to
license the  Licensed  Software and  Documentation  to Licensee on the terms and
conditions of this Agreement.

     6.2  Media  and  Documentation.  Licensor  warrants  that  if the  Licensed
Software's  media or  Documentation  is in a  damaged  or  physically  defective
condition  at the time it is  delivered  to  Licensee,  and if it is returned to
Licensor (postage  prepaid) within ninety (90) days of delivery,  Licensor shall
provide Licensee with replacements at no charge.

     6.3 Licensed  Software.  Licensor  warrants  that, in the form delivered to
Licensee by Licensor,  the Licensed  Software  shall  perform  substantially  in
accordance  with the  Documentation  for  ninety  (90) days  after  delivery  to
Licensee.  Licensor's  warranty is conditioned upon: (a) the use of the Licensed
Software in accordance with the Documentation and other instructions provided by
Licensor and shall be null and void if Licensee  alters or modifies the Licensed
Software without  Licensor's prior written  approval,  does not use the Licensed
Software in accordance with the Documentation and Licensor's instructions, or if
the Licensed  Software fails because of any accident,  abuse or  misapplication;
and (b)  Licensee  notifying  Licensor in writing of the  claimed  nonconformity
within ninety (90) days after delivery of the Licensed Software to Licensee.  As
Licensor's  sole  liability and Licensee's  sole remedy  respecting the Licensed
Software's  nonconformance  with the limited  warranty set forth in this Section
6.3,  Licensor  may at its  option:  (i) use  reasonable  efforts to correct the
Licensed Software to make it conform  substantially  with the specifications set
forth in the Documentation;  (ii) replace the Licensed  Software;  or (iii) upon
return of the  Licensed  Software  and  Documentation  to  Licensor,  refund the
license fees paid by Licensee under this Agreement and terminate this Agreement.
LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE LICENSED  SOFTWARE SHALL OPERATE
PROPERLY WITH OTHER HARDWARE OR SOFTWARE,  THAT THE LICENSED SOFTWARE SHALL MEET
LICENSEE'S  REQUIREMENTS  OR  EXPECTATIONS  OR THAT  OPERATION  OF THE  LICENSED
SOFTWARE  SHALL BE  UNINTERRUPTED  OR  ERROR-FREE.  LICENSEE  ACKNOWLEDGES  THAT
BURST.COM MAKES NO  REPRESENTATION OR WARRANTY TO LICENSEE AND THAT LICENSEE MAY
LOOK ONLY TO LICENSOR FOR ANY REMEDY FOR BREACH OF WARRANTY.

7.   NO OTHER WARRANTY

     EXCEPT AS SET FORTH IN  SECTION  6,  LICENSOR  IS  PROVIDING  THE  LICENSED
SOFTWARE AND THE  DOCUMENTATION  "AS IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW,  LICENSOR  SPECIFICALLY  DISCLAIMS ANY AND ALL OTHER WARRANTIES,
CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ORAL OR
WRITTEN)  WITH  RESPECT TO THE  LICENSED  SOFTWARE  OR  DOCUMENTATION  INCLUDING
WITHOUT  LIMITATION ANY AND ALL WARRANTIES OF  MERCHANTABILITY  OR FITNESS FOR A
PARTICULAR  PURPOSE (WHETHER OR NOT LICENSOR KNOWS, HAS REASON TO KNOW, HAS BEEN
ADVISED OR IS  OTHERWISE  IN FACT AWARE OF ANY SUCH  PURPOSE) OR  CONDITIONS  OF
TITLE OR NONINFRINGEMENT WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON
OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. LICENSOR ALSO EXPRESSLY
DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR  REPRESENTATION TO ANY PERSON OTHER
THAN  LICENSEE.  THIS LIMITED  WARRANTY  GIVES  LICENSEE  SPECIFIC LEGAL RIGHTS.
LICENSEE MAY HAVE OTHERS, WHICH VARY FROM JURISDICTION TO JURISDICTION.


<PAGE>

8.   LIMITATION OF LIABILITY

     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY
OF LICENSOR  FOR ALL CLAIMS OF ANY NATURE  RELATED TO THE  LICENSED  SOFTWARE OR
DOCUMENTATION OR OTHERWISE  ARISING FROM THIS AGREEMENT,  INCLUDING ANY CAUSE OF
ACTION BASED ON WARRANTY,  CONTRACT,  TORT, STRICT LIABILITY PATENT OR COPYRIGHT
INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY,  SHALL NOT EXCEED THE
TOTAL  AMOUNT OF ALL LICENSE FEES THAT  LICENSEE  HAS  ACTUALLY  PAID UNDER THIS
AGREEMENT.  NEITHER  LICENSOR NOR ANY OF ITS  LICENSORS  OR  SUPPLIERS  SHALL BE
LIABLE  FOR ANY  CONSEQUENTIAL,  INCIDENTAL,  INDIRECT,  SPECIAL,  EXEMPLARY  OR
PUNITIVE  DAMAGES,  WHETHER  IN  CONTRACT,  IN TORT  (INCLUDING  NEGLIGENCE)  OR
OTHERWISE,  OR FOR ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA OR LOSS OF
USE  ARISING  OUT OF THIS  AGREEMENT  OR THE USE  (OR  INABILITY  TO USE) OF THE
LICENSED  SOFTWARE  EVEN IF  LICENSOR  OR  SUPPLIER  HAS BEEN MADE  AWARE OF THE
POSSIBILITY  OF SUCH  POTENTIAL  LOSS OR DAMAGE.  IN NO EVENT SHALL  LICENSOR BE
LIABLE  FOR ANY CLAIM  BROUGHT  MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION
AROSE OR SHOULD HAVE BEEN  DISCOVERED.  BECAUSE SOME  JURISDICTIONS DO NOT ALLOW
THE  EXCLUSION  OR  LIMITATION  OF LIABILITY  FOR  CONSEQUENTIAL  OR  INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.

9.   TERMINATION

     Without  prejudice to any other rights it may have under this  Agreement or
at law or equity,  Licensor may terminate  this  Agreement if Licensee  fails to
comply with the terms of this Agreement.  Upon termination of this Agreement for
any reason, Licensee shall immediately discontinue use of the Licensed Software,
destroy  or  return  to  Licensor  all  copies  of  the  Licensed  Software  and
Documentation  in whatever form they exist,  including all back-up  copies,  and
certify in writing to Licensor that all copies have been destroyed.

10.  INDEMNIFICATION

     The  Licensed  Software is  intended  for use only with  properly  licensed
media,  content, and content creation tools. It is Licensee's  responsibility to
ascertain  whether any copyright,  patent or other licenses are necessary and to
obtain any such  licenses  to serve  and/or  create or  compress  such media and
content.  Licensee  agrees to transmit  and/or compress only those materials for
which it has the  necessary  patent,  copyright or other  permissions,  licenses
and/or  clearances.  Licensee  agrees to hold  harmless,  indemnify  and  defend
Licensor, Burst.Com and their respective officers, directors and employees, from
and against any losses,  damages,  fines and expenses (including attorneys' fees
and costs)  arising out of or relating to any claims that  Licensee has encoded,
compressed,  copied or transmitted any materials (other than materials  provided
by Licensor) in  connection  with the Licensed  Software in violation of another
party's rights or in violation of any law.

11.  GENERAL TERMS

     11.1 Export Regulations. The Licensed Software and Documentation, including
technical  data,  is subject to U.S.  export  control  laws,  including the U.S.
Export Administration Act and its associated regulations,  and may be subject to
export or import regulations in South Korea and other countries. Licensee agrees
to comply strictly with all such  regulations and  acknowledges  that it has the
responsibility to obtain licenses to export,  re-export,  or import the Licensed
Software or  Documentation.  Neither the Licensed Software nor Documentation may
be downloaded,  or otherwise  exported or re-exported (i) into, or to a national
or resident of Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria or any country
to which the U.S. has embargoed  goods;  or (ii) to anyone on the U.S.  Treasury
Department's  list  of  Specially   Designated  Nations  or  the  U.S.  Commerce
Department's  Table of  Denial  Orders.  By  installing  or using  the  Licensed
Software,  Licensee is warranting that it is not located in or under the control
of, or a national or resident of any such country or on any such list.


<PAGE>

     11.2 U.S. Government  Restrictions.  The use,  duplication or disclosure by
the United  States  Government  of the Licensed  Software and  Documentation  is
subject to the  restrictions  as set forth in the Rights in  Technical  Data and
Computer Software Clauses in DFARs 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)

     11.3  Attorneys'  Fees.  If any action at law or in equity is  necessary to
enforce or interpret the terms of this Agreement,  the prevailing party shall be
entitled to recover from the losing party its reasonable  attorney's fees, costs
and necessary  disbursements in addition to any other relief to which such party
may be entitled.

     11.4  Complete   Understanding.   This  Agreement  constitutes  the  entire
agreement  between the parties with respect to its subject matter and supersedes
and replaces all prior or contemporaneous  understandings or agreements, written
or oral,  regarding its subject matter.  No amendment to or modification of this
Agreement  shall be  binding  unless in writing  and  signed by duly  authorized
representatives of both Licensor and Licensee.

     11.5 Survival.  The following  provisions of this  Agreement  shall survive
termination of this Agreement,  along with any other terms which by their nature
require  survival:  Section 3,  Section 5,  Section 6,  Section 7, Section 9 and
Section 10.

     11.6 Third Party  Beneficiaries.  Unless otherwise expressly  provided,  no
provisions  of this  Agreement are intended or shall be construed to confer upon
or give to any person other than  Licensor,  Burst.Com  and Licensee any rights,
remedies or other benefits under or by reason of this Agreement.

     11.7 Disclaimer of Agency. Licensor and Licensee each acknowledges that the
parties to this  Agreement  are  independent.  Neither  party is  authorized  or
empowered to act as agent or legal  representative for the other for any purpose
and  shall  not on behalf of the other  enter  into any  contract,  warranty  or
representation  as to any  matter.  Neither  party shall be bound by the acts or
conduct  of the other and  nothing  herein  shall be  construed  as  creating  a
partnership or joint venture.

     11.8 No Waiver.  The failure of either  party to enforce any  provision  of
this  Agreement  shall  not be deemed a waiver  of that  provision  or any other
available right or remedy.

     11.9 Headings. The section headings used in this Agreement are intended for
convenience  only and  shall not be deemed to  modify,  limit or  supersede  any
provision.

     11.10  Severability.  In the event that any provision of this  Agreement is
found to be invalid,  illegal or  unenforceable  pursuant to judicial  decree or
decision,  the remainder of this  Agreement  shall remain valid and  enforceable
according to its terms.

Burstware,  Instant Video,  Burstware  Server,  Burstware  Conductor,  Burstware
Player,  "Faster  Than Real  Time," and "Why  Stream  When You Can  Burst?"  are
registered trademarks or trademarks of Instant Video Technologies,  Inc., in the
United States and other countries. Use of this software may also be protected by
one or more of the following  U.S.  patents:  4,963,995;  5,057,932;  5,164,839;
5,262,875;   5,440,334;   and  5,710,970.   Additional  U.S.   patents  pending.
International  patents  and  patents  pending  may also be  applicable  in their
respective countries. Sun Microsystems,  Java, and all Java-based trademarks and
logos are trademarks or registered  trademarks of Sun Microsystems,  Inc. in the
United States and other countries.

All contents Copyright (C) 1998-1999 by Burst.Com, Inc. All rights reserved.


<PAGE>



                                   "EXHIBIT B"

                                LICENSED SOFTWARE


Burstware is a software  solution  that can be deployed in any network that uses
the TCP/IP protocol. Burstware allows you to manage and deploy network bandwidth
efficiently,  thereby  ensuring the highest quality viewing  experience for your
end users. In a " burst-enabled"  environment,  the Burstware  components manage
the delivery of multimedia  content.  Burstware  accepts  requests from clients,
monitors the status of the components  that send and receive  multimedia  files,
and " bursts" requested content into client-side  buffers.  With Burstware,  you
can allocate bandwidth to your multimedia  applications and control their impact
on  your  network.  You  can  minimize  the  effects  of  unpredictable  network
performance on the end user's viewing  experience.  Burstware is compatible with
the other  tools,  applications,  and  solutions  that  constitute  your content
management and deployment environment.

In a Burstware deployment,  the client is a media player, running standalone, or
embedded in an application.  A Burstware  Conductor monitors the availability of
bandwidth for multimedia file transmission,  and the load on Burstware Servers--
the  components  that actually serve content to clients.  A Burstware  Conductor
intelligently  allocates  requests for content to Burstware  Servers,  which, in
turn,  intelligently  serve a set of client  machines.  A Burstware Server keeps
each  client-side  buffer  provisioned  with  sufficient  "  inventory"  of  the
requested  content to provide a high-quality  viewing  experience for the person
watching the video.

The  end  result  is  maximized  throughput  and  bandwidth  utilization,  and a
satisfying  viewing  experience for the end user. The following table summarizes
the key interactions among the components in a Burstware environment:

Burstware Conductor

     o    Receives requests for service from clients

     o    Monitors the availability and load of Burstware Servers

     o    Provides a list of available Burstware Servers to a requesting client

Burstware Server

     o    Sends requested media to clients

     o    Monitors their clients' local Burstware  caches to determine when, and
          how much data to deliver to each client

Burstware Clients

     o    Notifies Burstware Conductor when a user requests a multimedia file

     o    Connects to the Burstware  Server(s)  recommended  by the conductor to
          get the file

Burstware Release 2.0 includes the following new features.

     o    Burst-Enabling of the QuickTime Player for Windows

     o    Customizable access control capabilities

     o    Enhanced support for firewalls

     o    Scriptable command-line installer for Linux and Solaris

     o    Support for  installing  Burstware  Conductor and Burstware  Server as
          daemons on Linux and Solaris


<PAGE>

     o    Warn On Low Bandwidth capability in Burstware Bridges

     o    Separately installed Burstware Bridge Monitor application  (previously
          called "Network Statistics")

     o    Separate Bridge Settings  application  (previously  configured through
          the Windows Media Player's View/Options/Advanced dialog)

     o    Native thread support for Solaris

     o    The Stop Button will now cause data bursting to stop (when a Release 2
          Burstware Bridge is connected to a Release 2 Burstware Server)

     o    New Burstware Bridge configuration parameters "SecondsOfDataToBuffer",
          "WarnOnLowBandwidth", and "AccessControlString"

     o    Uniform  command-line  syntax for  Burstware  Conductor  and Burstware
          Server across all platforms

     o    Default Bridge buffer type is now memory (previously a disk buffer was
          used by default if there was sufficient disk space).

     o    Enhanced scalability and reliability of Burstware Server

     o    Password protection for Burstware Server and Burstware Conductor

     o    Many various bug fixes





<PAGE>


                                   "EXHIBIT C"

                          LICENSE AND MAINTENANCE FEES



Master  Reseller  will be entitled  to a 50%  discount  on the  following  rates
published 02/01/2000:

         Managed Bandwidth                                 Price/Mb
         -----------------                                 --------

         4 to 5Mbps                                        $650.00Mbps
         6 to 10Mbps                                       $640.00Mbps
         11 to 20Mbps                                      $625.00Mbps
         21 to 50Mbps                                      $600.00Mbps
         51 to 100Mbps                                     $575.00Mbps
         101 to 200Mbps                                    $500.00Mbps
         201+                                              To be determined


Master  Reseller shall pay Burst.Com an annual fee for  Maintenance and Service.
The  annual  fee for the  initial  term of this  Agreement  will be equal to ten
percent (10%) of the above referenced rates.



<PAGE>



                                   "EXHIBIT D"

                              BURST.COM TRADEMARKS


                  Instant Video(R)

                  Burstware(R)

                  Burstware Conductor(TM)

                  Burstware Server(TM)

                  Burstware Player(TM)

                  "Faster Than Real Time"(TM)

                  "Why Stream When You Can Burst?"(TM)

                  Burst Enabled(TM)

                  Burst Hosting(TM)

                  burst.com(TM)

                  burst.com & Design(TM)

                  Burstware & Design(TM)

                  Burstware Bridge(TM)

                  Empowered by Burstware(TM)





<PAGE>



                                   "EXHIBIT E"

             SUBDISTRIBUTOR AGREEMENT REQUIRED TERMS AND CONDITIONS


                DISTRIBUTION & TRADEMARK LICENSES AND LIMITATIONS

Distribution  License. On the terms and conditions of this Agreement,  Interzest
grants to Subdistributor a non-exclusive, non-transferable license to distribute
Licensed Software solely to End Users within the Licensed Territory.

Trademark License. On the terms and conditions of this Agreement, Interzest also
grants Subdistributor a nonexclusive,  nontransferable license without the right
to sublicense to use the Trademarks  solely in connection with the promotion and
distribution of the Licensed Software in accordance with this Agreement.

Reservation of Rights.  Burst.Com  reserves all rights in the Licensed  Software
and Documentation not expressly granted to Master Reseller by this Agreement.

Licensed Software Changes.  Burst.Com retains the right, in its sole discretion,
to upgrade or modify the Licensed  Software  from time to time.  Upon receipt of
any such  notice of an  upgrade or  modification,  Subdistributor  shall  within
thirty (30) days cease to market and distribute earlier versions of the Licensed
Software.

                        PROPERTY RIGHTS AND RESTRICTIONS

Ownership.   Subdistributor   acknowledges  that  the  Licensed  Software,   all
enhancements, corrections and modifications to the Licensed Software (regardless
whether made by Burst.Com,  Interzest or anyone else), all Intellectual Property
Rights  protecting or pertaining to any aspect of the Licensed  Software (or any
enhancements,  corrections or modifications),  the Documentation, all Trademarks
and all goodwill  associated  with the  Trademarks are and shall remain the sole
and  exclusive   property  of  Burst.Com  and,  where  applicable,   Burst.Com's
suppliers.  This Agreement does not convey title or ownership to  Subdistributor
or any of its  customers,  but  instead  gives  Subdistributor  only the limited
rights set forth in this Agreement.  Burst.Com and Interzest  reserve all rights
not expressly granted by this Agreement.

Use  Restrictions.  Except  as  set  forth  in  this  Subdistributor  Agreement,
Subdistributor has no right to use, make, sublicense, modify, distribute or copy
originals or copies of the Licensed  Software or the  Documentation or to permit
anyone else to do so.

Proprietary  Notices.  Subdistributor  shall not remove or obscure  any  patent,
copyright or trademark or other intellectual property notices that may appear on
any part of the Licensed Software or the Documentation.

Trade Secrets.  Subdistributor  acknowledges that the Licensed Software,  in its
source code form,  contains  valuable  trade  secrets  belonging  to  Burst.Com.
Subdistributor  may not reverse  engineer,  decompile,  disassemble or otherwise
translate any Licensed Software. Subdistributor may not copy any concepts, ideas
or techniques demonstrated by the use of the Licensed Software.

Name and Trademarks.  Subdistributor  shall make no  representations  concerning
Burst.Com or the Licensed Software that are not set forth in the  Documentation.
Subdistributor  shall  indicate  Burst.Com's  ownership of all Trademarks in any
advertising,  promotional or other written or readable  material  containing any
Trademarks that Subdistributor may create during the Term of this Agreement.  If
Subdistributor  reproduces  Burst.Com's  logo, it shall do so only in the format
furnished by Interzest.  Subdistributor may use the Trademarks only for purposes
of promoting and marketing the Licensed  Software and shall make no other use of
the  Trademarks,  or use any

<PAGE>

trademark  or  trade  name  that  may  be  confusingly  similar  to  any  of the
Trademarks,  without Burst.Com's prior written approval.  Subdistributor may not
apply for  registration of the  Trademarks,  or any trademark or trade name that
may be  confusingly  similar  to any of the  Trademarks,  under  the laws of any
jurisdiction.  Subdistributor  shall obtain  Interzest's  prior  approval of all
advertising,  publicity or promotion  that uses any  Trademarks or discusses the
Licensed Software in any way.

                       RESPONSIBILITIES OF SUBDISTRIBUTOR

Level of Effort.  Subdistributor  shall at all times during this  Agreement  use
reasonable  efforts to market and promote the Licensed Software  effectively and
in a manner reasonably calculated to maximize its licensing to End Users.

Trained  Subdistributor  Employees.   Subdistributor  shall  employ,  train  and
maintain   sufficient   personnel  with   technical  and  sales   experience  to
demonstrate,  license and support the Licensed  Software  distributed under this
Agreement.

Maintenance and Support. Except as otherwise expressly stated in this Agreement,
Subdistributor  shall be solely  responsible  for  providing  all  installation,
training, maintenance, service and support to End Users relating to the Licensed
Software.  Subdistributor  shall contact Interzest concerning this Agreement and
services to be provided  hereunder and shall not contact Burst.Com  directly and
shall not permit or encourage its customers to contact Burst.Com directly.

Protection of Burst.Com  Intellectual  Property.  Subdistributor  shall use best
efforts to ensure that Burst.Com's  intellectual property rights in the Licensed
Software,  the Documentation  and the Trademarks are protected,  and shall fully
cooperate with Burst.Com's efforts to protect Burst.Com's rights. Subdistributor
shall  notify  Interzest  within  ten (10)  days of  learning  of any  actual or
suspected violation of Burst.Com's  intellectual property rights in the Licensed
Software,  the  Documentation  or the  Trademarks.  Subdistributor  shall notify
Interzest of any claim, judicial proceeding or governmental proceeding involving
the Licensed  Software no later than ten (10) days after  learning of such claim
or proceeding.

End User  License  Agreements.  Subdistributor  shall  ensure that the  Licensed
Software  are  distributed  only to  persons  or  entities  that have  received,
executed and  returned to  Subdistributor  an End User License  Agreement in the
form of Exhibit A.

Representations and Warranties to End Users. Subdistributor shall not, under any
circumstances,  make any  representations or warranties to any End User or other
person or entity that are inconsistent with or in addition to the warranties and
representations contained in the End User License Agreement.

Compliance with Applicable Laws.  Subdistributor  shall comply with all laws and
regulations   of  the  United   States  and  South  Korea  to  the  extent  that
non-compliance could possibly subject Interzest or Burst.Com to any liability or
impair any right or interest of Interzest or Burst.Com.

Conduct. Subdistributor shall at all times refrain from engaging in any illegal,
unfair or deceptive trade practices or unethical business  practices  whatsoever
with  respect  to its  marketing,  distribution  and  support  of  the  Licensed
Software.




<PAGE>


                          RESPONSIBILITIES OF INTERZEST

Warranty Service.  Interzest shall provide  Subdistributor's  End Users with the
warranty  services as described in, and subject to the terms and  conditions of,
the End User  License  Agreement.  Interzest  reserves  the right to modify such
terms and conditions from time to time, in Interzest's sole discretion.

Consultation with Subdistributor.  Interzest shall provide to Subdistributor, at
no charge, a reasonable  amount of telephone or electronic mail  consultation to
Subdistributor's  employees in order for Subdistributor to meet its warranty and
support obligations.

Training.  Upon  Subdistributor's  request,  and at  mutually  agreeable  times,
Interzest  shall provide sales and  technical  support  training on the Licensed
Software to Subdistributor's employees at Interzest's offices.

                                   DISCLAIMER

SUBDISTRIBUTOR  ACKNOWLEDGES  AND AGREES THAT  BURST.COM  HAS NO  OBLIGATION  OR
RESPONSIBILITY TO SUBDISTRIBUTOR  AND  SUBDISTRIBUTOR MAY LOOK ONLY TO INTERZEST
FOR ANY  MATTERS  RELATING  TO THE  LICENSED  SOFTWARE  OR  THIS  SUBDISTRIBUTOR
AGREEMENT.   BURST.COM   DISCLAIMS  ANY  AND  ALL   WARRANTIES,   CONDITIONS  OR
REPRESENTATIONS  (WHETHER  EXPRESS OR IMPLIED,  ORAL OR WRITTEN) WITH RESPECT TO
THE LICENSED  SOFTWARE AND  DOCUMENTATION  INCLUDING  ANY AND ALL  WARRANTIES OF
MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE  (WHETHER OR NOT BURST.COM
KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY
SUCH PURPOSE) OR CONDITIONS OF TITLE OR NONINFRINGEMENT WHETHER ALLEGED TO ARISE
BY  OPERATION  OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF
DEALING.

                                    INDEMNITY

Subdistributor shall indemnify, defend and hold Burst.Com and Interzest harmless
from and against all claims, actions or liabilities of any nature that may arise
from Subdistributor's marketing, distribution, installation, use or execution of
the Licensed Software.

                                  MISCELLANEOUS

Export Regulations. The Licensed Software and Documentation, including technical
data,  is  subject  to U.S.  export  control  laws,  including  the U.S.  Export
Administration Act and its associated regulations,  and may be subject to export
or import regulations in South Korea and other countries.  Subdistributor agrees
to comply strictly with all such  regulations and  acknowledges  that it has the
responsibility to obtain licenses to export,  re-export,  or import the Licensed
Software or  Documentation.  Neither the Licensed Software nor Documentation may
be downloaded,  or otherwise  exported or re-exported (i) into, or to a national
or resident of Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria or any country
to which the U.S. has embargoed  goods;  or (ii) to anyone on the U.S.  Treasury
Department's  list  of  Specially   Designated  Nations  or  the  U.S.  Commerce
Department's  Table of  Denial  Orders.  By  installing  or using  the  Licensed
Software,  Subdistributor  is warranting  that it is not located in or under the
control of, or a national or resident of any such country or on any such list.

Third Party Beneficiaries. No provisions of this Agreement are intended or shall
be  construed  to  confer  upon or  give to any  person  other  than  Burst.Com,
Interzest and Subdistributor any rights,  remedies or other benefits under or by
reason of this Agreement.


<PAGE>



                                   "EXHIBIT F"

                                    TRAINING


Training Programs.

     Module 1:  General Operations Overview
     This  module  would be  intended  to provide  the  student  with high level
     general   knowledge  on  Burstware.   The  student  would  have  a  general
     understanding of Burstware's components, network hardware requirements, and
     applications.  Additionally,  the  student  would be  familiar  with how to
     operate the overall system, demonstrate capabilities,  install the software
     for the server,  conductor,  and player,  including  how to add  additional
     servers, conductors, players, etc. to an existing network, specifically.

          o    Burstware Product Overview Training:  About Multimedia  Delivery,
               Network   Simulations,   Burstware  System  Overview,   Burstware
               Architecture, Burstware Components (1 day)

          o    Burstware   Sales   Overview   Training:    Pricing   strategies,
               Competitors, Usage Cases, Feature Sets, Architecture Fundamentals
               (1 day)

          o    Burstware  Sales  Media  Training:  Burstware  vertical  markets,
               channels, and applications,  Sales and Marketing Strategy, Saving
               Customers Money with Burstware  technical trade show  information
               (1 day)

     Module 2:  Technical Support, Maintenance, & Troubleshooting
     This module would be intended to provide advanced  technical training to be
     used to  support  their  customers.  This  may be  viewed  as some  type of
     technical  support  certification.  The student would have to be trained on
     all  detailed  technical  aspects of how to install,  troubleshoot,  how to
     identify and isolate  Burstware from network  problems,  etc.  Prerequisite
     would be Module 1.

          o    Burstware  Technical  Support,   Maintenance  &  Troubleshooting:
               Installing,  Configuring,  Running and Troubleshooting,  industry
               updates, new features training (2 days)

          o    Train-the-Trainer  for  VAR's,  System  Integrators  &  Strategic
               Partners:  Documentation and presentations to include all aspects
               of Burstware  training for VAR and SP internal  customer training
               departments (2 days)

          o    System  Administrator  Training:  To include  network  topologies
               Burstware system requirements and configurations (1 day)

          o    Burstware  Sales Engineer  Training:  SE  installation  training,
               Burstware  demos,  Operating the Windows Media Player,  Burstware
               Web programming course (1 day)