Portions of the following agreement have been redacted. Those words or phrases
that have been redacted have been replaced with the following: **********. This
information has been omitted pursuant to a request to the Securities and
Exchange Commission for confidential treatment of this information pursuant to
Rule 24b-2 of the Exchange Act of 1934.







<PAGE>




                               STRATEGIC AGREEMENT
                               -------------------

         This Marketing Agreement (the "AGREEMENT"), dated as of February 2,
2000 (the "EFFECTIVE DATE"), is between and among America Online, Inc. ("AOL")
and its wholly owned subsidiary CompuServe Interactive Services, Inc.
("COMPUSERVE"), a Delaware corporation, with offices at 5000 Arlington Centre
Blvd, Columbus, Ohio 43220, and DME Interactive Holdings Inc. ("DME"), a
Delaware Corporation and its wholly owned subsidiary, Places of Color, Inc. a
Delaware corporation, (collectively "POC"), with offices at 519 E. Palisade,
Englewood Cliffs, New Jersey 07632. AOL, CompuServe, DME and POC may be referred
to individually as a "PARTY" and collectively as "PARTIES."

                                  INTRODUCTION
                                  ------------


         The Partiesdesire to enter into a strategic marketing relationship
whereby (i) POC will distribute and promote certain services that are owned,
operated, distributed or authorized to be distributed by or through AOL or any
of its Affiliates, including a special edition version of the CompuServe Service
and (ii) AOL will obtain an equity interest in DME. Capitalized terms used but
not defined in the body of this Agreement or in the other Exhibits hereto, as
the case may be, shall have the respective meanings given to such terms in
EXHIBIT A attached hereto.

                                      TERMS
                                      -----

1.       DEVELOPMENT OF THE CUSTOMIZED SERVICE


         1.1      CUSTOMIZED SERVICE. CompuServe will develop and host a
                  customized version of the CompuServe Service, which shall be
                  programmed as described in EXHIBIT B ("Customized Service").
                  The Customized Service shall operate on the CompuServe
                  Software. CompuServe shall provide Subscribers access to the
                  Customized Service through the dial-up communication networks
                  utilized by CompuServe. POC will have the ability to publish
                  POC-provided Content on the Customized Service as described in
                  EXHIBIT B.


         1.2      BRANDING. The Customized Service shall be branded "POC Online
                  (or such other branding determined by POC), powered by
                  CompuServe." All online branding of POC and CompuServe will be
                  prominently featured above the fold, and each page shall
                  contain the following notice near the bottom "Content
                  Distributed by CompuServe." All marketing collateral shall be
                  similarly branded.

         1.3      OTHER MODIFICATIONS. Except as specifically provided in this
                  Agreement, POC shall not be entitled to swap out, add, or
                  publish any content or links to the Customized Service.
                  CompuServe may entertain the future integration of specific
                  POC programming on the Customized Service; provided that if
                  integrating any such services as agreed to by CompuServe
                  creates additional development costs, POC agrees to fund such
                  costs.

         1.4      COMPUSERVE LOOK AND FEEL. CompuServe reserves the right to
                  redesign and/or modify the features, functions, organization,
                  structure, "look and feel", navigation and other elements of
                  the Customized Service. If CompuServe implements any such
                  redesigns and/or modifications in a manner that materially
                  adversely affects the nature of the placements for POC
                  described in this Section 1, CompuServe will work with POC in
                  good faith to provide POC with comparable package of
                  placements reasonably satisfactory to POC.



                                       2
<PAGE>


         1.5      E-MAIL CUSTOMIZATION. CompuServe shall make available and host
                  email service for all Subscribers utilizing the CompuServe
                  email client already integrated into the CompuServe Service.

2.       POC WEBSITE

         2.1      CREATION AND OPERATION OF POC WEBSITE. In conjunction with the
                  development of the Customized Service set forth in Section 1,
                  POC shall maintain the POC Website as set forth in this
                  Section 2.

         2.2      USER TRAFFIC. POC will use reasonable commercial efforts to
                  ensure that end user traffic linked from the Customized
                  Service to the POC Website is either kept within the POC
                  Website or channeled back to the Customized Service and/or the
                  POC Website. CompuServe and POC shall cooperate in the
                  implementation of mutually acceptable links from the POC
                  Website to the Customized Service.

         2.3      CONTENT AND MARKETING RESTRICTIONS. POC agrees that the
                  POC-hosted Start Page accessed through the CompuServe Network
                  will not promote at an item/price level any of the following:
                  (i) telecommunications services (including long distance,
                  wireless, prepaid calling cards, post-paid calling cards,
                  on-line sign-up, online billing information, IP Telephony,
                  click-to-call and universal massaging), (ii) brokerage
                  service, (iii) Credit Cards/Charge Cards, (iv) photo
                  processing/developing, (v) such other products or services
                  that CompuServe may from time to time communicate to POC upon
                  thirty (30) days' notice or otherwise violate the CompuServe
                  TOS (defined in Section 3.2 below). In addition to the
                  foregoing, all Linked Pages will be subject to the
                  restrictions set forth in this Section 2.3. In addition, POC
                  agrees that the POC Website will not promote, sell, offer or
                  otherwise distribute any products or services through a
                  consumer to consumer auction format without the prior written
                  consent of CompuServe.

         2.4      HOSTING AND ACCESS. POC shall be responsible for any hosting
                  and communication costs associated with maintaining the POC
                  Website and any Content published by POC for use on the
                  Customized Service. Further, during the term of this
                  Agreement, POC will permit all AOL and CompuServe Members to
                  access and use the POC Website free of charge.

         2.5      OPERATING STANDARDS. POC shall ensure that the POC Website
                  complies at all times with the operating standards set forth
                  in EXHIBIT C and shall be subject to CompuServe's then-current
                  Advertising Policies, as amended from time to time by
                  CompuServe.

3.       OPERATION OF THE CUSTOMIZED SERVICE

         3.1      GENERAL. The Parties will use commercially reasonable efforts
                  to ensure the Launch Date occurs on or before March 31, 2000.
                  The "Launch Date" shall be the first to occur of March 31,
                  2000 or the first day that the Customized Service is
                  commercially available to Subscribers.


                                       3
<PAGE>


         3.2      PRICING. CompuServe shall determine, in its sole discretion,
                  the amount of the subscription fee charged to Subscribers and
                  any hourly limitations per month for usage of the Customized
                  Service. The Parties agree and acknowledge that they will
                  offer the Customized Service initially at a subscription fee
                  of $19.95 per month for not less than 150 hours of usage per
                  month; however, CompuServe shall have the right to adjust the
                  subscription fee at any time during the Term of this
                  Agreement. CompuSeve shall determine in its sole discretion
                  any and all of the terms and conditions for the use of the
                  Customized Service (including, but not limited
                  termination/cancellation provisions).

         3.3      TERMS OF SERVICE. POC agrees and acknowledges that each
                  prospective Subscriber shall, as a condition to the use of
                  such service, be required to agree to CompuServe's
                  then-standard end-user terms of service ("CompuServe TOS")
                  that it has developed for such service. CompuServe shall
                  determine in its sole discretion any and all of the terms and
                  conditions for the use of the Customized Service (including,
                  but not limited to termination/cancellation provisions), which
                  CompuServe may modify at any time in its sole discretion.

         3.4      SUBSCRIPTION FEES. CompuServe shall be responsible for the
                  billing and collection of all amounts due from members of the
                  Customized Service for accessing and using such services.
                  CompuServe shall be entitled to retain all subscription,
                  advertising, transaction, communication, premium surcharge and
                  other revenues generated by the Customized Service. POC shall
                  be entitled to retain all revenue generated by the POC Website
                  and the Linked Pages. With respect to an initial subscription
                  fee offering of $19.95 for the Customized Service, CompuServe
                  shall remit to POC as a marketing commission either (a)
                  ********** of the Subscription Fee collected by CompuServe per
                  month from each Subscriber if the total number of Subscribers
                  is ********** or less, or (b) ********** of the Subscription
                  Fee collected by CompuServe per month from each Subscriber if
                  the total number of Subscribers is greater than **********.
                  CompuServe shall pay such commissions to POC within sixty (60)
                  days after the end of each month. In the event that CompuServe
                  exercises its right under Section 3.2 to adjust the
                  subscription fee for the Customized Service, CompuServe shall
                  notify POC in writing of its intent to adjust the pricing for
                  the Customized Service (the "CompuServe Notice") and advise
                  POC of the new price point for the subscription fee ("Adjusted
                  Price Point"). In the event CompuServe proposes an Adjusted
                  Price Point below $19.95 per month, CompuServe also shall
                  propose a new formula for a marketing commission to POC. The
                  Parties shall negotiate in good faith and agree to a new
                  marketing commission formula within thirty (30) days of the
                  CompuServe Notice. Either Party may terminate this Agreement
                  in the event the Parties are unable to agree to a new
                  marketing commission under the terms set forth in this Section
                  3.4.

         3.5      ORDERS, INSTALLATION AND REGISTRATION. POC acknowledges and
                  agrees that when the CompuServe Software is installed on a
                  prospective Subscriber's system, such installation shall occur
                  pursuant to the installation procedures for such client
                  provided by CompuServe (which shall not be modified without
                  CompuServe's approval). To use the CompuServe Software to
                  access the respective service, a prospective subscriber must
                  first register with such service, which registration shall
                  occur pursuant to the then-standard registration procedures
                  for such service, as determined by CompuServe in its sole
                  discretion.


                                       4
<PAGE>


         3.6      SUPPORT OF SUBSCRIBERS. CompuServe shall, at its own expense,
                  provide or offer to Subscribers customer service for the
                  Customized Service as is generally provided or offered to
                  CompuServe Members, including without limitation customer
                  service, technical support, billing services, and special
                  promotions or offerings. Once the Customized Service has
                  achieved at least One Hundred Thousand Subscribers (100,000),
                  the parties may mutually agree on a manner in which the
                  customer service will be POC branded. In addition, the Parties
                  will cooperate to develop efficient methods of handling
                  customer service inquiries regarding the other Party's
                  products and/or services (E.G., exchanging 800 numbers or warm
                  transfer of calls).


4.       ONLINE MARKETING OVERVIEW


         4.1      SUBSCRIBER COMMUNICATIONS. All communications by POC to
                  Subscribers shall be (i) subject to approval by CompuServe,
                  (ii) performed by CompuServe, and (iii) subject to the
                  CompuServe TOS (including, without limitation, its Privacy
                  Policy and marketing preferences) and applicable laws and
                  regulations. The Parties shall use commercially reasonable
                  efforts to explore the development of a procedure in which a
                  pop up screen or similar device can be used to enable
                  Subscribers to opt in to disclosing certain personal and
                  demographical data for use by POC; provided however, that such
                  procedure (i) must be, as determined by CompuServe in its sole
                  discretion, technically and economically feasible to
                  implement, (ii) must comply with the terms of the CompuServe
                  TOS and all laws and regulations related to the use of
                  personal data and (iii) must enable Subscribers to change
                  their marketing preference at any time and in their sole
                  discretion.

         4.2      OUTBOUND EMAIL. POC agrees that all outbound email Subscribers
                  shall be subject to the CompuServe TOS, which includes, among
                  other things, the right of Subscribers to opt out of direct
                  marketing. POC shall submit such e-mails for approval by
                  CompuServe no later than one week prior to the proposed date
                  of distribution thereof.

         4.3      OWNERSHIP OF ADVERTISING AND PROMOTIONAL SPACE. Except as
                  otherwise provided herein, CompuServe owns all right, title
                  and interest in and to the advertising and promotional spaces
                  within the Customized Service, including, without limitation,
                  advertising and promotional spaces on any CompuServe forms or
                  pages preceding or framing (i) the forums, (ii) any
                  POC-provided content, (iii) the POC Website and (iv) the
                  Linked Pages.

5.       POC MARKETING OBLIGATIONS.

         5.1      POC'S MARKETING PLAN. POC, at its expense, will market the
                  Customized Service to its customers and prospective customers.

         5.2      CUSTOMIZED SERVICE DISTRIBUTION. CompuServe will provide a
                  Gold Master of the CompuServe Software and any documentation,
                  brochures and similar materials related to use of such
                  software and the Customized Service (the "Collateral")
                  pursuant to a distribution plan to be mutually agreed to by
                  POC and CompuServe. POC shall be responsible for ordering
                  sufficient quantities of the Collateral, and CompuServe will
                  ship the ordered quantities thereof within thirty (30)
                  calendar days after receiving an order from POC. POC will be
                  responsible for ordering the discs, disc replication costs, as
                  well as the costs of packaging and distributing the CompuServe
                  Software in disc form. POC agrees not to obfuscate, remove or
                  alter any of the patent, copyright or other proprietary rights
                  notices included in the CompuServe Software provided by
                  CompuServe to POC.


                                       5
<PAGE>


         5.3      ADDITIONAL PROMOTIONAL ACTIVITIES. POC will use all
                  commercially reasonable efforts to market the Customized
                  Service through additional marketing channels including, but
                  not limited to, bill inserts, radio, television, partner
                  channels, and prominent promotion on its existing POC Website.
                  Both Parties shall mutually agree upon the specific marketing
                  channels and messaging of any promotional campaign.

         5.4      MARKETING RESTRICTIONS. POC shall not market the Customized
                  Service to any current or prospective partner that derives
                  more than twenty percent (20%) of its gross revenues from the
                  sale or licensing of computer hardware, software or computing
                  products.

         5.5      SUPPRESSION. POC agrees to use reasonable efforts to suppress
                  from all marketing solicitations conducted by or on behalf of
                  it or any of its affiliates that market the Customized Service
                  (i) subscribers to AOL who joined within ********** months
                  of the date that any suppression merge/purge is conducted
                  hereunder, (ii) CompuServe Members who joined within *********
                  months of the date of any such merge/purge and (iii)
                  former subscribers to AOL who cancelled their AOL service
                  within six (6) months of the date of any such merge/purge. CSC
                  DirecTech shall conduct all merge/purge name suppression in
                  accordance with AOL house file suppression criteria (a copy of
                  which is attached as EXHIBIT D).

         5.6      EXCLUSIVITY. During the Term and except as may be permitted in
                  Section 5.7 and Section 10.1, or as may otherwise be mutually
                  agreed to by the Parties, POC shall not market, promote,
                  offer, sell or distribute any products or service integral to
                  an Interactive Service (other than the Customized Service as
                  contemplated hereunder) through any of its online or offline
                  marketing channels, including, without limitation, any
                  broadband solution that would be made available by CompuServe
                  to POC pursuant to Section 10.1 below.

         5.7      AOL MARKETING. At the request of AOL, POC shall use
                  commercially reasonable efforts to market and distribute the
                  AOL Service through POC's marketing channels as described
                  herein and as currently anticipated under the terms of this
                  Agreement. The specific marketing channels and messaging of
                  any promotional campaign shall be mutually agreed upon by both
                  Parties. AOL shall pay POC a fee of ********** for each
                  Qualified New Member acquired through the distribution of the
                  AOL Software by means of direct mailings and ********** for
                  each Qualified New Member acquired through the distribution of
                  the AOL Software by means of other distribution channels. AOL
                  shall pay such amounts to POC on a quarterly basis, within
                  thirty (30) days of the end of each calendar quarter. For the
                  purposes hereof, a "Qualified New Member" shall mean any
                  person or entity who registers for the AOL Service during the
                  Term using POC's special promotion identifier and who pays the
                  then-standard fees required for membership to the AOL Service
                  through at least two consecutive billing cycles.

6.       COSTS; REPORTING.

         6.1      COMPUSERVE COSTS. Except as otherwise provided in this
                  Agreement, CompuServe shall pay for the development of the
                  CompuServe Software, and any customization of the Customized
                  Service that will be developed and hosted by CompuServe, and
                  such other costs as are specifically allocated to CompuServe
                  under this Agreement.


                                       6
<PAGE>


         6.2      POC COSTS. POC shall bear the cost of duplicating the
                  CompuServe Software and marketing the Customized Service, all
                  Collateral with respect thereto and such other costs as are
                  specifically allocated to POC under this Agreement.
                  Notwithstanding the above, POC agrees to reimburse CompuServe
                  up to ********************* for any development
                  costs incurred by CompuServe in creating the CompuServe Tools
                  or any other tools, features or functionality requested by POC
                  hereunder, if there are not at least ********** Subscribers of
                  the Customized Service at the end of the initial 18-month
                  term.

         6.3      REPORTING. POC will provide CompuServe with monthly reports of
                  the total number of collateral units and other marketing
                  materials distributed to POC's customer base and a rolling
                  30/60/90 forecasts of intended future distributions to its
                  customer base. Subject to receiving POC's reports, CompuServe
                  will provide monthly reports detailing the number of new
                  Subscribers from POC's marketing program.

7.       PROMOTIONS.

         7.1      COOPERATION. Each Party shall cooperate with and reasonably
                  assist the other Party in supplying Content for marketing and
                  promotional activities that relate to the Customized Service.

         7.2      MATERIALS/PRESS RELEASES. Each Party will submit to the other
                  Party, for its prior written approval, which shall not be
                  unreasonably withheld or delayed, any press release or any
                  other public statement ("Press Release") regarding the
                  transactions contemplated hereunder. Notwithstanding the
                  foregoing, either Party may issue Press Releases and other
                  disclosures as required by law, rule, regulation or court
                  order or as reasonably advised by legal counsel without the
                  consent of the other Party and in such event, the disclosing
                  Party will provide at least five (5) business days prior
                  written notice of such disclosure. The failure to obtain the
                  prior written approval of the other Party shall be deemed a
                  material breach of this Agreement. Because it would be
                  difficult to precisely ascertain the extent of the injury
                  caused to the non-breaching Party, in the event of such
                  material breach, the non-breaching Party may terminate this
                  Agreement immediately upon notice to the other Party.

8.       EQUITY INTEREST.

         8.1      PRIVATE PLACEMENT OF DME COMMON STOCK. In addition to any
                  other payments set forth in this Agreement, POC's parent, DME,
                  hereby agrees to execute and deliver to America Online, Inc.
                  ("AOL") on or before February __, 2000, a Subscription
                  Agreement in substantially the same form attached hereto as
                  EXHIBIT E, pursuant to which AOL may subscribe to purchase
                  from DME up to one million two hundred fifty thousand
                  (1,250,000) shares of DME common stock, par value $.001 per
                  share ("DME Common Stock"), at a per share purchase price
                  equal to the stated par value thereof as of the date hereof.

         8.2      WARRANT FOR DME COMMON STOCK. In addition to the foregoing,
                  DME shall grant AOL a warrant (the "Warrant"), to purchase up
                  to an additional four million (4,000,000) shares of DME Common
                  Stock, at a per share purchase price equal to the closing
                  price per share of the DME Common Stock on the day immediately



                                       7
<PAGE>

                  preceding the Effective Date. The Warrant may be exercised, in
                  whole or in part, at any time and from time to time on or
                  after the date which is 18 months from the Effective Date of
                  this Agreement, as specifically described in the Warrant
                  attached hereto as EXHIBIT F.

         8.3      INVESTOR RIGHTS AGREEMENT. The DME securities held by AOL and
                  its permitted assigns shall be subject to an Investor Rights
                  Agreement, in substantially the same form attached hereto as
                  EXHIBIT G, which shall provide for, among other things,
                  certain registration rights. All fees and expenses in
                  connection with the foregoing shall be borne by DME (except
                  for sales commissions and discounts attributable to sales of
                  shares by the selling shareholder, which shall be borne by
                  such seller).

         8.4      AMENDMENT TO CERTIFICATE OF INCORPORATION. DME shall use its
                  best efforts to take all actions necessary to amend its
                  Certificate of Incorporation within ninety (90) days of the
                  Effective Date to increase the Company's authorized but
                  unissued shares of Common Stock to such number of shares as
                  shall permit AOL to exercise the entire Warrant. Following
                  such approval, DME shall at all times reserve and keep
                  available out of its authorized but unissued shares of Common
                  Stock, solely for the purpose of effecting the exercise of the
                  Warrant, a sufficient number of shares of Common Stock to
                  effect the exercise of the entire Warrant. DME's failure to
                  comply with this Section 8.4 shall constitute a material
                  breach of this Agreement.

9.       TERM AND TERMINATION


         9.1      TERM. The initial term of the agreement will be a period of
                  Eighteen (18) months from the Launch Date. On a date ninety
                  (90) days prior to the expiration date, the Parties shall meet
                  to determine whether to extend the Agreement. The initial
                  18-month term, together with any extension hereto, shall be
                  referred to herein as the "TERM." If the parties elect not to
                  extend the term, then, following expiration of the Agreement
                  (i) the then remaining subscriber base of the Customized
                  Service shall continue to receive the Customized Service (with
                  the applicable POC branding) until the subscriber base for the
                  Customized Service falls below **********. At such time,
                  CompuServe, at its option, may convert the remaining
                  subscriber base upon expiration of the Agreement to a standard
                  (non co-branded) CompuServe or AOL service offering, (ii)
                  CompuServe will control all retail pricing with respect to the
                  then remaining subscriber base, (iii) POC will not market,
                  through any online or offline marketing channel for a period
                  of one hundred eighty (180) days from the date of expiration,
                  an Interactive Service that is targeted to the then remaining
                  subscriber base.

         9.2      TERMINATION FOR BREACH. Except as expressly provided elsewhere
                  in this Agreement, either party may terminate this Agreement
                  at any time in the event of a material breach of the Agreement
                  by the other party which remains uncured after forty-five (45)
                  days written notice thereof to the other party (or such
                  shorter period as may be specified elsewhere in this
                  Agreement).

         9.3      TERMINATION FOR BANKRUPTCY/INSOLVENCY. Either party may
                  terminate this Agreement immediately following written notice
                  to the other party if the other party (i) ceases to do
                  business in the normal course, (ii) becomes or is declared
                  insolvent or bankrupt, (iii) is the subject of any proceeding
                  related to its liquidation or insolvency (whether voluntary or
                  involuntary) which is not dismissed within ninety (90)
                  calendar days or (iv) makes an assignment for the benefit of
                  creditors.


                                       8
<PAGE>


         9.4      TERMINATION BY MUTUAL AGREEMENT. This Agreement may be
                  terminated upon mutual agreement of the Parties.

         9.5      TERMINATION DUE TO A CHANGE IN MANAGEMENT. The Parties
                  acknowledge that AOL and CompuServe are entering into this
                  Agreement based upon DME's commitment to retain the services
                  of Darien Dash as a key executive of DME and POC. At the sole
                  election of AOL or CompuServe, this Agreement may be
                  terminated immediately upon written notice by AOL or
                  CompuServe at anytime if Darien Dash holds neither the
                  position of the Chariman or President of DME or POC.

10.      OTHER PRODUCTS

         10.1     BROADBAND. During the term of this Agreement, POC grants
                  CompuServe a first right of refusal to provide POC with a
                  broadband Internet access solution for the Customized Service.
                  CompuServe shall have thirty (30) days to respond to a written
                  broadband proposal from POC, which shall outline the material
                  terms of a proposed broadband access solution. If CompuServe
                  can deliver a similar product/service with business terms that
                  is substantially equivalent in all material respects to any
                  competitive offer, POC will agree to use the CompuServe device
                  solution.

11.      STANDARD LEGAL TERMS

         The Standard Legal Terms & Conditions set forth on EXHIBIT C attached
         hereto are each hereby made a part of this Agreement.





                                       9
<PAGE>


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.



COMPUSERVE INTERACTIVE SERVICES, INC.       DME INTERACTIVE HOLDINGS, INC.

By: /s/ ALAN ALFORD                             By: /S/ DARIEN DASH
   ---------------------------------            -------------------------

Print Name: Alan Alford                     Print Name: Darien Dash
           -------------------------                    ------------------

Title:  Vice President--Business Affairs    Title: President
       ---------------------------------           -----------------------





AMERICA ONLINE, INC.                        PLACES OF COLOR, INC.

By: /s/ DAVID COLBURN                       By: /S/ DARIEN DASH
   ---------------------------------            -------------------------

Print Name: David Colburn                   Print Name: Darien Dash
           -------------------------                    ------------------

Title:  President--Business Affairs         Title: President
       ------------------------------              -----------------------



                                       10
<PAGE>



                                    EXHIBIT A
                                    ---------

                                   DEFINITIONS


AFFILIATE. Any agent, distributor, parent company or franchisee of CompuServe,
or an entity in which CompuServe holds at least a nineteen percent (19%) equity
interest.

AOL MEMBER shall mean any authorized user of the CompuServe Service, including
any sub-accounts using the CompuServe Service under an authorized master
account.

AOL SERVICE shall mean the proprietary software used to connect to and use the
U.S. version of the America Online(R) brand service.

AOL SOFTWARE shall mean the U.S. version of the America Online(R)brand
commercial online service.

CHANGE OF CONTROL. (a) The consummation of a reorganization, merger or
consolidation or sale or other disposition of substantially all of the assets of
a party; or (b) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1933,
as amended) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under such Act) of more than 50% of either (i) the then outstanding
shares of common stock of such party; or (ii) the combined voting power of the
then outstanding voting securities of such party entitled to vote generally in
the election of directors.

CHANNEL shall mean the Content areas organized into topical categories and
linked directly from navigational buttons from the POC-hosted Start Page or the
CompuServe Software on the Customized Service, as the same may exist from time
to time, but which currently includes the following: Communications, Personal
Finance, News, Weather, Home & Interests, Health & Fitness, Lifestyles,
Shopping, Sight & Sound, Chat, Member Center, Internet, Computing, Business,
Travel, Arts & Entertainment, Local, Car Club, Games, Forum Center, Research and
Sports.

COMPUSERVE LOOK AND FEEL. The distinctive and particular elements of graphics,
design, organization, presentation, layout, user interface, navigation, trade
dress and stylistic convention (including the digital implementations thereof)
within the CompuServe Network and the total appearance and impression
substantially formed by the combination, coordination and interaction of these
elements.

COMPUSERVE MEMBER shall mean any authorized user of the CompuServe Service,
including any sub-accounts using the CompuServe Service under an authorized
master account.

COMPUSERVE NETWORK shall mean (i) the CompuServe Service and (ii) any other
product or service owned, operated, distributed or authorized to be operated or
distributed by or through CompuServe or any of its affiliates worldwide
(including, without limitation, CompuServe.com, privately labeled or co-branded
portal sites or services developed and maintained by CompuServe for third
parties, and the other properties excluded from the definitions of the
CompuServe Service or CompuServe.com, as provided herein).

COMPUSERVE.COM shall mean the Internet "portal" site operated by CompuServe
under the "CompuServe.com" located at the URL __________.



                                       11
<PAGE>

COMPUSERVE SERVICE shall mean the standard personal computer-based, narrow-band
U.S. versions of the CompuServe(R) brand online service. The definition
specifically excludes (a) the international versions of CompuServe (E.G.,
CompuServe UK), (b) CompuServe.com, (c) "CompuServe Instant Messenger(TM),"
"Digital Cities" or any similar independent product, service or property which
may be offered by, through or with the U.S. versions of the CompuServe(R) brand
service, (d) any programming or content area offered by or through the U.S.
version of the CompuServe(R) brand service over which CompuServe does not
exercise complete operational control (including, without limitation, content
areas controlled by other parties and member-created content areas), (e) any
yellow pages, white pages, classifieds or other search, directory or review
services or content offered by or through the U.S. version of the CompuServe(R)
brand service, (f) any property, feature, product or service which CompuServe or
any of its affiliates may acquire subsequent to the Effective Date, any
privately labeled service in which CompuServe's agreement with a third party
prohibits or limits interactive marketing, placements, advertising or any other
form of promotion by CompuServe and (g) any other version of a CompuServe
service which is materially different from the standard narrow-band U.S.
versions of the CompuServe brand service, by virtue of its branding,
distribution, functionality, content or services, including, without limitation,
any co-branded version of the service and any version distributed through any
broadband distribution platform or through any platform or device other than a
desktop personal computer.

COMPUSERVE SOFTWARE shall mean CompuServe's standard proprietary software
marketed under the name "CompuServe 2000" that enables CompuServe Members to
access the CompuServe Service and the Internet.

COMPUSERVE TOOLS shall mean the proprietary management software, methods and
procedures that CompuServe determines in its sole discretion are reasonably
necessary for POC to program the POC-hosted Start Page and such other Content
that POC will post on the Customized Service in accordance with this Agreement.

CONFIDENTIAL INFORMATION. Any information relating to or disclosed in the course
of this Agreement, which is, or should be reasonably understood to be,
confidential or proprietary to the disclosing Party, including, but not limited
to, the material terms of this Agreement, information about CompuServe Members,
CompuServe Users, technical processes and formulas, source codes, product
designs, sales, cost and other unpublished financial information, product and
business plans, projections and marketing data. "Confidential Information" shall
not include information (a) already lawfully known to or independently developed
by the receiving Party without the use of any Confidential Information, (b)
disclosed in published materials, (c) generally known to the public through no
fault or breach by the receiving party, (d) lawfully obtained from any third
party who has a right to disclose such information and who provides it without
any obligation of confidentiality, or (e) required or reasonably advised to be
disclosed by law.

CONTENT. Text, images, video, audio (including, without limitation, music used
in time relation with text, images, or video), and other data, products,
services, advertisements, promotions, links, pointers, technology and software.

CUSTOMIZED SERVICE. The customized version of the CompuServe Service described
in Section 1 of this Agreement.

EFFECTIVE DATE means the date so defined in the Preamble.


                                       12
<PAGE>


INTERACTIVE SITE shall mean any interactive site and/or sites that are managed,
maintained or owned by or on behalf of POC and its respective agents that
provides and/or licenses information, Content or other materials.

INTERACTIVE SERVICE shall mean any entity offering one or more of the following:
(i) online or Internet connectivity services (e.g., an Internet service
provider); (ii) a broad selection of aggregated third party interactive content
(or navigation thereto) (e.g., an online service or search and directory
service); or (iii) communications software capable of serving as the principal
means through which a user creates, sends and receives electronic mail or real
time online messages.

INTERNET ACCESS shall mean online or Internet connectivity services.

LAUNCH DATE shall mean the date in which the operation of a Customized Service
becomes "live" and available for online access by a Subscriber, as described in
Section 3.1.

LINKED PAGES shall mean those pages of the POC Website that are linked directly
from the Customized Service.

MARKS shall mean the trade names, trademarks and service marks of POC or
CompuServe.

POC-HOSTED START PAGE shall mean the web page developed, published, maintained
and hosted by POC as its start page for the Customized Service as described in
Section 1 and EXHIBIT B of this Agreement.

POC WEBSITE shall mean any interactive site or area which is managed, maintained
or owned by POC or its agents or to which POC provides and/or licenses
information, Content or other materials, including, by way of example and
without limitation, (i) a POC site on the World Wide Web portion of the Internet
or (ii) a channel or area delivered through a "push" product such as the
Pointcast Network or interactive environment such as Microsoft's proposed
"Active Desktop."

SUBSCRIBERS shall mean any user who registers and becomes authorized to use any
version of the Customized Service, including any sub-accounts using any version
of the Customized Service under an authorized master account.

VIRTUAL LOCK SOFTWARE shall mean CompuServe's proprietary host-based software
that uses remote pass phrase authentication to authenticate CompuServe Members.






                                       13
<PAGE>



                                    EXHIBIT B
                                    ---------

                        PROGRAMMING OF CUSTOMIZED SERVICE

(a) POC MAIN MENU PAGE. POC shall use a web page developed, published,
maintained and hosted by it as the start page for the Customized Service (a
"POC-hosted Start Page"); provided that the POC-hosted Start Page must contain
CompuServe co-branding that is substantially similar to that provided on the
Main Menu of the standard CompuServe Service, and must contain prominent,
above-the-fold return navigational links to the Customized Service as shown in
Illustration No. 1 attached to this EXHIBIT B.

(b) POC-HOSTED START PAGE. POC shall be solely responsible for developing,
publishing, maintaining and hosting the POC-hosted Start Page, and CompuServe
shall have no operational responsibility with respect thereto.

(c) POC WEBSITE. Any web sites controlled or operated by POC (the "POC Website")
and all pages linked from the Customized Service ("Linked Pages") shall be
subject to CompuServe's standard terms and conditions, as set forth in the
definitive agreement (including, without limitation, CompuServe's Terms of
Service ("TOS"), advertising, marketing and content restrictions, navigational
requirements, hosting and access terms, technology compatibility, operating
standards and online commerce terms). CompuServe must pre-approve all content
partners of POC whose content will appear on or will be directly accessible from
the POC-hosted Start Page. The parties will mutually agree on the manner in
which CompuServe's approval will be given.

(c) CHANNEL TOP CUSTOMIZATION. POC may add content to the top page of two (2)
Channels on the CompuServe Service that are most contextually relevant to POC's
business, as determined in POC's reasonable discretion, by providing additive
links on such top page. Once POC has acquired 100,000 subscribers for the
Customized Service, the Parties may mutually agree on up to but not exceeding
two (2) additional channels in which POC can add content. The additional content
provided by POC must not exceed fifty percent (50%) of the above the fold
non-navigational area of such page (as viewable on an 800 x 600 pixel screen
without scrolling). Channels that cannot support this functionality include
news, weather, sports, international, local, movies and shopping. All POC
content will be subject to the column formatting requirements, vertical and
horizontal spacing requirements and publishing templates established by
CompuServe from time to time for any page of the CompuServe Service.


(d) PORTAL CUSTOMIZATION. CompuServe shall redirect the Internet Channel
navigation button on the Internet button on the CompuServe Software tool bar to
a customized version of CompuServe's standard CompuServe.com Internet gateway
top page ("Co-Branded Internet Gateway") as shown in Illustration No. 2 attached
to this EXHIBIT B. The domain for the Co-Branding Internet Gateway Partner will
be a URL hosted by CompuServe (e.g., compuserve.com/partner_nameonline). Such
URL will also be accessible from the World Wide Web.

 (e) SEARCH CUSTOMIZATION. CompuServe shall incorporate "Try These First" or
"Best Picks" functionality within the CompuServe search engine, for up to 10
keyword search terms to be provided by POC prior to the launch of the
Customizable Service. POC shall supply CompuServe with the applicable search
terms, descriptions and URL's in order to implement this functionality.



                                       14
<PAGE>


(f) STALE CONTENT. CompuServe can convert POC's Customized Service to a static
template if, within any six month period, there are at least three instances in
which POC publishes content to AOL that 1) contains broken links, 2) is not
formatted properly or 3) causes the page not to render properly on the
Customizable Service. The foregoing right will not apply if in CompuServe's
reasonable opinion, POC is taking reasonable steps to remedy the aforementioned
deficiencies.








                                       15
<PAGE>

                               Illustration No. 1



[GRAPHIC OMITTED]






                                       16
<PAGE>


[OBJECT OMITTED]

                               Illustration No. 2






                                       17
<PAGE>



                                    EXHIBIT C
                                    ---------

                STANDARD LEGAL AND OPERATING TERMS AND CONDITIONS






I.  INTELLECTUAL PROPERTY

LICENSE. CompuServe hereby grants POC a non-exclusive license to distribute and
promote the CompuServe Software and Documentation during the Term, solely to the
limited extent and for the express purposes contemplated hereunder.


LICENSE TO POC. Solely in connection with the marketing, promotion and
distribution obligations specified in this Agreement, and subject to the other
provisions of this Agreement, POC shall be entitled to use the Marks, provided
that POC (a) does not create a unitary composite mark involving a Mark without
the prior written approval of CompuServe; and (b) displays symbols and notices
clearly and sufficiently indicating the trademark status and ownership of the
Marks in accordance with applicable trademark law and practice. In using the
Marks, POC acknowledges and agrees that: (i) the Marks are and shall remain the
sole property of CompuServe; (ii) POC shall not now or in the future contest the
validity of the Marks; (iii) nothing in this Agreement shall confer in POC any
right of ownership in the Marks; and (iv) POC acknowledges that its utilization
of the Marks will not create in it, nor will it represent it has, any right,
title or interest in or to such Marks other than the licenses expressly granted
herein.


LICENSE TO COMPUSERVE. In designing and implementing the Customized Service and
any marketing, advertising, press releases or other promotional materials
related to this Agreement and/or referencing the other Party and/or its trade
names, trademarks and service marks (the "Promotional Materials") and subject to
the other provisions contained herein, CompuServe and its Affiliates shall be
entitled to use the trade names, trademarks and service marks of POC
(collectively, together with the CompuServe marks listed above, the "Marks");
provided that it (i) does not create a unitary composite mark involving a Mark
of the other Party without the prior written approval of such other Party and
(ii) displays symbols and notices clearly and sufficiently indicating the
trademark status and ownership of the other Party's Marks in accordance with
applicable trademark law and practice.


RIGHTS. Each Party acknowledges that its utilization of the other Party's Marks
will not create in it, nor will it represent it has, any right, title or
interest in or to such Marks other than the licenses expressly granted herein.
Each Party agrees not to do anything contesting or impairing the trademark
rights of the other Party.


QUALITY STANDARDS. Each Party agrees that the nature and quality of its products
and services supplied in connection with the other Party's Marks shall conform
to quality standards communicated in writing by the other Party for use of its
trademarks. Each Party agrees to supply the other Party, upon request, with a
reasonable number of samples of any Materials publicly disseminated by such
Party, which utilize the other Party's Marks. Each Party shall comply with all
applicable laws, regulations and customs and obtain any required government
approvals pertaining to use of the other Party's Marks.


PROMOTIONAL MATERIALS/PRESS RELEASES. Each Party will not use the other Party's
name in any advertising, publications, promotional material or publicity release
concerning the subject matter of this Agreement without the other Party's prior
written approval, which shall not be unreasonably withheld or delayed.


INFRINGEMENT PROCEEDINGS. Each Party agrees to promptly notify the other Party
of any unauthorized use of the other Party's Marks of which it has actual
knowledge. Each Party shall have the sole right and discretion to bring
proceedings alleging infringement of its Marks or unfair competition related
thereto; provided, however, that each Party agrees to provide the other Party,
at such other Party's expense, with its reasonable cooperation and assistance
with respect to any such infringement proceedings.


II.  POC WEBSITE.


CONTENT. POC represents and warrants that all Content contained within the
Linked Pages, the POC-hosted Start Page, and such other Content published by POC
on the Customized Service (i) will conform to, the terms of this Agreement, (ii)
do not and will not knowingly infringe on or violate any copyright, trademark,
U.S. patent or any other third party right, including without limitation, any
music performance or other music related rights, and (iii) do not and will not
knowingly contain any Content which violates any applicable law or regulation
(collectively, the "Rules"). In the event that CompuServe notifies POC in
writing that any such Content, as reasonable determined by CompuServe, does not
comply or adhere to the Rules, then POC shall use its best efforts to block
access by CompuServe Members to such Content. In the event that POC cannot,
through its best efforts, block access by CompuServe Members to such Content in
question, and then POC shall provide CompuServe prompt written notice of such
fact. CompuServe may then, at its option, either (i) restrict access from the
CompuServe Network to the Content in question using technology available to
CompuServe or (ii) in the event access cannot be restricted, direct POC to
remove any such Content until such time as the Content in question is no longer
displayed. POC will cooperate with CompuServe's reasonable requests to the
extent CompuServe elects to implement any such access restrictions.


MANAGEMENT. POC shall design, create, edit, manage, update and maintain the
POC-hosted Start Page and the POC Website. CompuServe shall have no obligation
of any kind with respect to the POC Website.


CONTESTS. POC shall ensure that any contest, sweepstakes or similar promotion
conducted or promoted through the POC Website on a POC-hosted Start Page or
Linked Page (a "Contest") complies with all applicable laws and regulations.


DISCLAIMERS. Upon CompuServe's request, POCagrees to include within the POC
Website a disclaimer (the specific form and substance to be mutually agreed upon
by the Parties) indicating that all Content (including any products and
services) is provided solely by POC and not CompuServe and any transactions are
solely between POC and CompuServe Members using or purchasing such Content.


                                       18
<PAGE>






III.  OPERATING STANDARDS


INTERACTIVE SITE INFRASTRUCTURE. POC will be responsible for all communications,
hosting and connectivity costs and expenses associated with the POC-hosted Start
Page and POC Website. POC will provide all hardware, software,
telecommunications lines and other infrastructure necessary to meet traffic
demands on the POC-hosted Start Page and POC Website from the CompuServe
Network.


OPTIMIZATION; SPEED. POC will use commercially reasonable efforts to ensure
that: (a) the functionality and features within the POC Website and POC-hosted
Start Page are optimized for the client software then in use by CompuServe
Members; and (b) the POC Website is designed and populated in a manner that
minimizes delays when CompuServe Members attempt to access such site.



TECHNICAL PROBLEMS. POC agrees to use commercially reasonable efforts to address
material technical problems (over which POC exercises control) affecting use by
Subscribers of the POC-hosted Start Page and the POC Website (an "POC Technical
Problem") promptly following notice thereof. In the event that POC is unable to
promptly resolve an POC Technical Problem following notice thereof from
CompuServe (including, without limitation, infrastructure deficiencies producing
user delays), CompuServe will have the right to regulate the promotions it
provides to POC hereunder until such time as POC corrects the POC Technical
Problem at issue.


MONITORING. POC will ensure that the performance and availability of the
POC-hosted Start Page and POC Website are monitored on a continuous (24 X 7)
basis. The following POC contact persons shall be available on a continuous
(24x7) basis to CompuServe in case CompuServe is notified of a problem involving
the POC-hosted Start Page or the POC Website: Kathleen McQuaid. POC will provide
CompuServe no later than ten (10) days' prior to the Launch Date with contact
information (including e-mail, phone, pager and fax information, as applicable,
for both during and after business hours) for POC 's principal business and
technical representatives, for use in cases when issues or problems arise with
respect to the POC-hosted Start Page, Content published by POC on the Customized
Service, the Linked Pages and the POC Website.


SECURITY. POC will utilize Internet standard encryption technologies (e.g.,
Secure Socket Layer - SSL) to provide a secure environment for conducting
transactions and/or transferring private member information (e.g. credit card
numbers, banking/financial information, and member address information) to and
from the POC-hosted Start Page and the POC Website. POC will facilitate periodic
reviews of the POC-hosted Start Page and the POC Website by CompuServe in order
to evaluate the security risks of such site. POC will promptly remedy any
security risks or breaches of security as may be identified by CompuServe's
Operations Security team.


TECHNICAL PERFORMANCE.


     i. POC will design the POC-hosted Start Page and POC Website to support the
     CompuServe-Client embedded versions of the Microsoft Internet Explorer 3.0,
     4.0 and 5.0 browsers (Windows and Macintosh).

     ii. Prior to releasing material, new functionality or features through the
     POC-hosted Start Page and POC Website ("New Functionality"), POC will use
     commercially reasonable efforts to either (i) test the New Functionality to
     confirm its compatibility with CompuServe Service client software or (ii)
     provide CompuServe with written notice of the New Functionality so that
     CompuServe can perform tests of the New Functionality to confirm its
     compatibility with the CompuServe Service client software.

COMPUSERVE INTERNET SERVICES PARTNER SUPPORT. CompuServe will provide POC with
access to the standard online resources, standards and guidelines documentation,
technical phone support, monitoring and after-hours assistance that CompuServe
makes generally available to similarly situated web-based partners. CompuServe
support will not, in any case, be involved with content creation on behalf of
POC or support for any technologies, databases, software or other applications
which are not supported by CompuServe or are related to any POC area other than
the POC Website. Support to be provided by CompuServe is contingent on POC
providing to CompuServe demo account information (where applicable), a detailed
description of the POC Website's software, hardware and network architecture and
access to the POC Interactive Site for purposes of such performance and the
coordination load testing as CompuServe elects to conduct.


IV.  ADVERTISING


ADVERTISING SPACE. CompuServe owns all right, title and interest in and to the
advertising and promotional spaces within the CompuServe Network (including,
without limitation, advertising and promotional spaces on any Welcome Mat,
CompuServe forms or pages preceding or framing the POC-hosted Start Page and POC
Website and any CompuServe pages on which POC-hosted Start Page resides). The
specific advertising inventory within any such CompuServe forms or pages shall
be as reasonably determined by CompuServe. POC owns all right, title and
interest in and to the advertising and promotional spaces within the POC
Website. The Party that owns the right, title and interest in and to the
advertising and promotional space within any form, page or area shall have the
exclusive right (as between the Parties) to sell promotions, advertisements,
sponsorships, links, pointers or similar services or rights (collectively,
"Advertisements") in and through such form, page or area, except to the extent
such Party has herein expressly granted the other Party a right to sell
Advertisements in and through such form, page or area.


V. COMPUSERVE SERVICE.


COMPUSERVE LOOK AND FEEL. POC acknowledges and agrees that CompuServe shall own
all right, title and interest in and to the CompuServe Look and Feel. In
addition, CompuServe shall retain editorial control over the portions of the
CompuServe pages and forms that frame the POC-hosted Start Page and any Linked
Pages (the "CompuServe Frames"). CompuServe may, at its discretion, incorporate
navigational icons, links and pointers or other Content into such CompuServe
Frames.


OPERATIONS. CompuServe shall be entitled to require reasonable changes to the
POC-hosted Start Page to the extent such site will, in CompuServe's good faith
judgment, adversely affect operations of the CompuServe Network.


                                       19
<PAGE>



VI.  MUTUAL OBLIGATIONS.


DUTY TO INFORM. Each Party shall promptly inform the other of any information
related to the Customized Service that could reasonably lead to a claim, demand
or liability of or against the other Party and/or its Affiliates by any third
party.


RESPONSE TO QUESTIONS/COMMENTS; CUSTOMER SERVICE. POC shall respond promptly and
professionally to questions, comments, complaints and other reasonable requests
regarding the POC Website and the POC-hosted Start Page by Subscribers or on
request by CompuServe, and shall cooperate and assist CompuServe in promptly
answering the same. CompuServe shall respond promptly and professionally to
questions, comments, complaints and other reasonable requests regarding access
to the Customized Service by Subscribers or on request by POC, and shall
cooperate and assist POC in promptly answering the same.


PRODUCTION WORK. In the event that POC requests any CompuServe production
assistance, POC shall work with CompuServe to develop detailed production plans
for the requested production assistance (the "Production Plan"). Following
receipt of the final Production Plan, CompuServe shall notify POC of (i)
CompuServe's availability to perform the requested production work, (ii) the
proposed fee or fee structure for the requested production and maintenance work
and (iii) the estimated development schedule for such work. To the extent the
Parties reach agreement regarding implementation of agreed-upon Production Plan,
such agreement shall be reflected in a separate work order signed by the
Parties. To the extent POC elects to retain a third party provider to perform
any such production work, work produced by such third party provider must
generally conform to CompuServe's production Standards & Practices (a copy of
which will be supplied by CompuServe to POC upon request). The specific
production resources which CompuServe allocates to any production work to be
performed on behalf of POC shall be as determined by CompuServe in its sole
discretion.


TRAINING AND SUPPORT. At the request of POC, CompuServe shall make available to
POC standard CompuServe training and support programs necessary to produce any
CompuServe areas hereunder. POC can select its training and support program from
the options then offered by CompuServe. POC shall be responsible to pay the fees
associated with its chosen training and support package as mutually agreed to by
the Parties. In addition, POC will pay travel and lodging costs associated with
its participation in any CompuServe training programs (including CompuServe's
travel and lodging costs when training is conducted at POC 's offices).


LAUNCH DATE. In the event that any terms contained herein relate to or depend on
the launch date of the online area or other property contemplated by this
Agreement, which launch date is later than the Effective Date, then it is the
intention of the Parties to record such launch date in a written instrument
signed by both Parties promptly following such launch date; provided that, in
the absence of such a written instrument, the launch date shall be as reasonably
determined by CompuServe based on the information available to CompuServe.


VII.  REPRESENTATIONS AND WARRANTIES


Each Party represents and warrants to the other Party that: (i) such Party has
the full corporate right, power and authority to enter into this Agreement, to
grant the licenses granted hereunder and to perform the acts required of it
hereunder; (ii) the execution of this Agreement by such Party, and the
performance by such Party of its obligations and duties hereunder, do not and
will not violate any agreement to which such Party is a party or by which it is
otherwise bound; (iii) when executed and delivered by such Party, this Agreement
will constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms; (iv) such Party's
Promotional Materials will neither infringe on any copyright, U.S. patent or any
other third party right nor violate any applicable law or regulation and (v)
such Party acknowledges that the other Party makes no representations,
warranties or agreements related to the subject matter hereof which are not
expressly provided for in this Agreement.


VIII.  CONFIDENTIALITY


Each Party acknowledges that Confidential Information may be disclosed to the
other Party during the course of this Agreement. Each Party agrees that it will
take reasonable steps, at least substantially equivalent to the steps it takes
to protect its own proprietary information, during the term of this Agreement,
and for a period of three years following expiration or termination of this
Agreement, to prevent the duplication or disclosure of Confidential Information
of the other Party, other than by or to its employees or agents who must have
access to such Confidential Information to perform such Party's obligations
hereunder, who will each agree to comply with this section. Notwithstanding the
foregoing, either Party may issue a press release or other disclosure containing
Confidential Information without the consent of the other Party, to the extent
such disclosure is required by law, rule, regulation or government or court
order. In such event, the disclosing Party will provide at least five- (5)
business day's prior written notice of such proposed disclosure to the other
Party. Further, in the event such disclosure is required of either Party under
the laws, rules or regulations of the Securities and Exchange Commission or any
other applicable governing body, such Party will (i) redact mutually agreed-upon
portions of this Agreement to the fullest extent permitted under applicable
laws, rules and regulations and (ii) submit a request to such governing body
that such portions and other provisions of this Agreement receive confidential
treatment under the laws, rules and regulations of the Securities and Exchange
Commission or otherwise be held in the strictest confidence to the fullest
extent permitted under the laws, rules or regulations of any other applicable
governing body.




IX.  RELATIONSHIP WITH COMPUSERVE MEMBERS


SOLICITATION OF SUBSCRIBERS. During the Term and for the one-year period
following the expiration or termination of this Agreement, neither POC nor its
agents will use the CompuServe Network to (i) solicit or participate in the
solicitation of CompuServe Members when that solicitation is for the benefit of
any entity (including POC ) which could reasonably be construed to be or become
in competition with CompuServe or (ii) promote any services which could
reasonably be construed to be in competition with services available through
CompuServe including, but not limited to, services available through the
Internet. POC may not send any CompuServe Member unsolicited e-mail
communications on or through the CompuServe Network without a "Prior Business
Relationship." For purposes of this Agreement, a "Prior Business Relationship"
shall mean that the CompuServe Member has either (i) purchased Products from POC
through the CompuServe Network or (ii) voluntarily provided information to POC



                                       20
<PAGE>

through a contest, registration, or other communication, which included clear
and conspicuous notice to the CompuServe Member that the information provided by
the CompuServe Member could result in an e-mail being sent to that CompuServe
Member by POC or its agents. In any commercial e-mail communications to
CompuServe Members, which are otherwise permitted hereunder, POC shall provide
the recipient with a prominent and easy means to "opt-out" of receiving any
future commercial e-mail communications from POC .


COLLECTION OF MEMBER INFORMATION. POC is prohibited from collecting CompuServe
Member screennames from public or private areas of the CompuServe Network,
except as specifically provided below. POC shall ensure that any survey,
questionnaire or other means of collecting Member Information including, without
limitation, requests directed to specific CompuServe Member screennames and
automated methods of collecting screennames (an "Information Request") complies
with (i) all applicable laws and regulations, (ii) CompuServe's applicable
Member Agreement, and (iii) any privacy policies which have been issued by
CompuServe in writing during the Term (or, in the case of the POC Website, POC
's standard privacy policies, to the extent such policies are prominently
published on the site and provide adequate notice and disclosure to users
regarding POC 's collection, use and disclosure of any user information)
(collectively, the "Applicable Privacy Policies"). Each Information Request
shall clearly and conspicuously specify to the CompuServe Members at issue the
purpose for which Member Information collected through the Information Request
shall be used (the "Specified Purpose"). POC represents and warrants that the
privacy policy contained on the POC Website meet the criteria created by the
Online Privacy Coalition.


USE OF MEMBER INFORMATION. POC shall restrict use of the Member Information
collected through an Information Request to the Specified Purpose. In no event
shall POC (i) provide CompuServe Member names, screennames, addresses or other
identifying information ("Member Information") to any third party (except to the
extent specifically (a) permitted under the Applicable Privacy Policies or (b)
authorized by the CompuServe Members in question) or (ii) otherwise use any
Member Information in contravention of the above section regarding "Solicitation
of Members."


EMAIL NEWSLETTERS. Any email newsletters sent to CompuServe Members by POC or
its agents shall (i) be subject to CompuServe's policies on use of the email
functionality, including but not limited to CompuServe's policy on unsolicited
bulk email, (ii) be sent only to CompuServe Members requesting to receive such
newsletters, (iii) not contain Content which violates CompuServe's Member
Agreement, and (iv) not contain any advertisements, marketing or promotion for
any entity reasonably construed by CompuServe to be in competition with
CompuServe.


X.  TREATMENT OF CLAIMS

LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMLARY DAMAGES (EVEN
IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM
BREACH OF THIS AGREEMENT, THE USE OF OR INABILITY TO USE THE COMPUSERVE NETWORK
OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF
REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, "DISCLAIMED
DAMAGES"); PROVIDED THAT EACH PARTY SHALL REMAIN LIABLE TO THE OTHER PARTY TO
THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT
TO INDEMNIFICATION BELOW. EXCEPT AS PROVIDED BELOW IN THE "INDEMNITY" SECTION,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR MORE THAN THE AGGREGATE
AMOUNTS PAYABLE HEREUNDER IN THE YEAR IN WHICH LIABILITY ACCRUED; PROVIDED THAT
EACH PARTY SHALL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT
OBLIGATIONS OWED TO THE OTHER PARTY UNDER THE PROVISIONS OF THIS AGREEMENT.


NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS, THE
COMPUSERVE NETWORK, THE COMPUSERVE SOFTWARE OR DOCUMENTATION, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPUSERVE SPECIFICALLY
DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF COMPUSERVE NETWORK OR THE
NATIONAL ISP SERVICE.


INDEMNITY. Either Party will defend, indemnify, save and hold harmless the other
Party and the officers, directors, agents, affiliates, distributors, franchisees
and employees of the other Party from any and all third party claims, demands,
liabilities, costs or expenses, including reasonable attorneys' fees
("Liabilities"), resulting from the indemnifying Party's breach of any duty,
representation, or warranty of this Agreement.


If a Party entitled to indemnification hereunder (the "Indemnified Party")
becomes aware of any matter it believes is indemnifiable hereunder involving any
claim, action, suit, investigation, arbitration or other proceeding against the
Indemnified Party by any third party (each an "Action"), the Indemnified Party
shall give the other Party (the "Indemnifying Party") prompt written notice of
such Action. Such notice shall (i) provide the basis on which indemnification is
being asserted and (ii) be accompanied by copies of all relevant pleadings,
demands, and other papers related to the Action and in the possession of the
Indemnified Party. The Indemnifying Party shall have a period of twenty (20)
days after delivery of such notice to respond. If the Indemnifying Party elects
to defend the Action or does not respond within the requisite twenty (20) day
period, the Indemnifying Party shall be obligated to defend the Action, at its
own expense, and by counsel reasonably satisfactory to the Indemnified Party.
The Indemnified Party shall cooperate, at the expense of the Indemnifying Party,
with the Indemnifying Party and its counsel in the defense and the Indemnified
Party shall have the right to participate fully, at its own expense, in the
defense of such Action. If the Indemnifying Party responds within the required


                                       21
<PAGE>

twenty (20) day period and elects not to defend such Action, the Indemnified
Party shall be free, without prejudice to any of the Indemnified Party's rights
hereunder, to compromise or defend (and control the defense of) such Action. In
such case, the Indemnifying Party shall cooperate, at its own expense, with the
Indemnified Party and its counsel in the defense against such Action and the
Indemnifying Party shall have the right to participate fully, at its own
expense, in the defense of such Action. Any compromise or settlement of an
Action shall require the prior written consent of both Parties hereunder, such
consent not to be unreasonably withheld or delayed.


ACKNOWLEDGMENT. COMPUSERVE AND POC EACH ACKNOWLEDGES THAT THE PROVISIONS OF THIS
AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN
THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS
CONTEPOC LATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED TO WARRANTIES
AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE
CIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION VI SHALL
BE ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR
UNENFORCEABLE PROVISION OF THIS AGREEMENT.




XI.  ARBITRATION

(a) The Parties shall act in good faith and use commercially reasonable efforts
to promptly resolve any claim, dispute, claim, controversy or disagreement (each
a "Dispute") between the Parties or any of their respective subsidiaries,
affiliates, successors and assigns under this Agreement or any document executed
pursuant to this Agreement. If the Parties cannot resolve the Dispute promptly,
the Dispute shall be submitted to the Management Committee for resolution. For
ten (10) days after the Dispute was submitted to the Management Committee, the
Management Committee shall have the exclusive right to resolve such Dispute;
provided further that the Management Committee shall have the final and
exclusive right to resolve Disputes arising from any provision of the Agreement
which expressly or implicitly provides for the Parties to reach mutual agreement
as to certain terms. "Management Committee" shall mean a committee made up of a
senior executive from each of the Parties for the purpose of resolving Disputes
under this Section and generally overseeing the relationship between the Parties
contemplated by this Agreement. Neither Party shall seek, nor shall be entitled
to seek, binding outside resolution of the Dispute unless and until the Parties
have been unable to amicably resolve the dispute as set forth in this paragraph
(a) and then, only in compliance with the procedures set forth in this Section.


(b) Except for Disputes relating to issues of (i) proprietary rights, including
but not limited to intellectual property and confidentiality, and (ii) any
provision of the Agreement which expressly or implicitly provides for the
Parties to reach mutual agreement as to certain terms (which shall be resolved
by the Parties solely and exclusively through amicable resolution as set forth
in paragraph (a), any Dispute not resolved by amicable resolution as set forth
in paragraph (a) shall be governed exclusively and finally by arbitration. Such
arbitration shall be conducted by the American Arbitration Association ("AAA")
in Washington, D.C. and shall be initiated and conducted in accordance with the
Commercial Arbitration Rules ("Commercial Rules") of the AAA, including the AAA
Supplementary Procedures for Large Complex Commercial Disputes ("Complex
Procedures"), as such rules shall be in effect on the date of delivery of a
demand for arbitration ("Demand"), except to the extent that such rules are
inconsistent with the provisions set forth herein. Notwithstanding the
foregoing, the Parties may agree in good faith that the Complex Procedures shall
not apply in order to promote the efficient arbitration of Disputes where the
nature of the Dispute, including without limitation the amount in controversy,
does not justify the application of such procedures.


(c) The arbitration panel shall consist of three arbitrators. Each Party shall
name an arbitrator within ten (10) days after the delivery of the Demand. The
two arbitrators named by the Parties may have prior relationships with the
naming Party, which in a judicial setting would be considered a conflict of
interest. The third arbitrator, selected by the first two, should be a neutral
participant, with no prior working relationship with either Party. If the two
arbitrators are unable to select a third arbitrator within ten (10) days, a
third neutral arbitrator will be appointed by the AAA from the panel of
commercial arbitrators of any of the AAA Large and Complex Resolution Programs.
If a vacancy in the arbitration panel occurs after the hearings have commenced
the remaining arbitrator or arbitrators may not continue with the hearing and
determination of the controversy, unless the Parties agree otherwise.


(d) The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, and not state law, shall
govern the arbitrability of all Disputes. The arbitrators shall allow such
discovery as is appropriate to the purposes of arbitration in accomplishing a
fair, speedy and cost-effective resolution of the Disputes. The arbitrators
shall reference the Federal Rules of Civil Procedure then in effect in setting
the scope and timing of discovery. The Federal Rules of Evidence shall apply IN
TOTO. The arbitrators may enter a default decision against any Party who fails
to participate in the arbitration proceedings.


(e) The arbitrators shall have the authority to award compensatory damages only.
Any award by the arbitrators shall be accompanied by a written opinion setting
forth the findings of fact and conclusions of law relied upon in reaching the
decision. The award rendered by the arbitrators shall be final, binding and
non-appealable, and judgment upon such award may be entered by any court of
competent jurisdiction. The Parties agree that the existence, conduct and
content of any arbitration shall be kept confidential and no Party shall
disclose to any person any information about such arbitration, except as may be
required by law or by any governmental authority or for financial reporting
purposes in each Party's financial statements.


(f) Each Party shall pay the fees of its own attorneys, expenses of witnesses
and all other expenses and costs in connection with the presentation of such
Party's case (collectively, "Attorneys' Fees"). The remaining costs of the
arbitration, including without limitation, fees of the arbitrators, costs of
records or transcripts and administrative fees (collectively, "Arbitration
Costs") shall be born equally by the parties. Notwithstanding the foregoing, the
arbitrators may modify the allocation of Arbitration Costs and award Attorneys'
Fees in those cases where fairness dictates a different allocation of
Arbitration Costs between the Parties and an award of Attorneys' Fees to the
prevailing Party as determined by the arbitrators.


(g) Any Dispute that is not subject to final resolution by the Management
Committee or to arbitration under this Section or law (collectively,
"Non-Arbitration Claims") shall be brought in a court of competent jurisdiction.
Each Party irrevocably consents to the non-exclusive jurisdiction of the courts
of the State of Ohio and the federal courts situated in the State of Ohio, over
any and all Non-Arbitration Claims and any and all actions to enforce such
claims or to recover damages or other relief in connection with such claims.


                                       22
<PAGE>





XII.  MISCELLANEOUS

EXCUSE. Neither Party shall be liable for, or be considered in breach of or
default under this Agreement on account of, any delay or failure to perform as
required by this Agreement as a result of any causes or conditions which are
beyond such Party's reasonable control and which such Party is unable to
overcome by the exercise of reasonable diligence.


INDEPENDENT CONTRACTORS. The Parties to this Agreement are independent
contractors. Neither Party is an agent, representative or partner of the other
Party. Neither Party shall have any right, power or authority to enter into any
agreement for or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other Party. This Agreement shall not be interpreted or
construed to create an association, agency, joint venture or partnership between
the Parties or to impose any liability attributable to such a relationship upon
either Party.


NOTICE. Any notice, approval, request, authorization, direction or other
communication under this Agreement will be given in writing and will be deemed
to have been delivered and given for all purposes (i) on the delivery date if
delivered by electronic mail on the CompuServe Network in the case of
CompuServe) or by confirmed facsimile; (ii) on the delivery date if delivered
personally to the Party to whom the same is directed; (iii) one business day
after deposit with a commercial overnight carrier, with written verification of
receipt; or (iv) five business days after the mailing date, whether or not
actually received, if sent by U.S. mail, return receipt requested, postage and
charges prepaid, or any other means of rapid mail delivery for which a receipt
is available. In the case of CompuServe, such notice will be provided to the
Associate General Counsel (fax no. 614-457-9665), at the address of CompuServe
set forth in the first paragraph of this Agreement. In the case of POC, except
as otherwise specified herein, the notice address shall be the address for POC
set forth in the first paragraph of this Agreement, with the other relevant
notice information, including the recipient for notice and, as applicable, such
recipient's fax number or CompuServe e-mail address, to be as reasonably
identified by CompuServe.


CONTACT PERSONS. Upon execution of this Agreement, the following persons shall
be deemed the primary contact persons for purposes of completing and executing
the terms of this Agreement: CompuServe--Kevin Dwinnell (614-538-4131) and
DME/POC--Darien Dash (201-816-1285).


NO WAIVER. The failure of either Party to insist upon or enforce strict
performance by the other Party of any provision of this Agreement or to exercise
any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such Party's right to assert or rely upon any
such provision or right in that or any other instance; rather, the same shall be
and remain in full force and effect.


RETURN OF INFORMATION. Upon the expiration or termination of this Agreement,
each Party shall, upon the written request of the other Party, return or destroy
(at the option of the Party receiving the request) all confidential information,
documents, manuals and other materials specified the other Party.


SURVIVAL. Sections VI, VII, VIII IX, X, XI and XII of this Exhibit shall survive
the completion, expiration, termination or cancellation of this Agreement.


ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and supersedes
any and all prior agreements of the Parties with respect to the transactions set
forth herein. Neither Party shall be bound by, and each Party specifically
objects to, any term, condition or other provision which is different from or in
addition to the provisions of this Agreement (whether or not it would materially
alter this Agreement) and which is proffered by the other Party in any
correspondence or other document, unless the Party to be bound thereby
specifically agrees to such provision in writing.


AMENDMENT. No change, amendment or modification of any provision of this
Agreement shall be valid unless set forth in a written instrument signed by the
Party subject to enforcement of such amendment.


FURTHER ASSURANCES. Each Party shall take such action (including, but not
limited to, the execution, acknowledgment and delivery of documents) as may
reasonably be requested by any other Party for the implementation or continuing
performance of this Agreement.


ASSIGNMENT. Neither Party shall assign this Agreement or any right, interest or
benefit under this Agreement without the prior written consent of the other
Party. Assumption of the Agreement by any successor to POC (including, without
limitation, by way of merger or consolidation) shall be subject to CompuServe's
prior written approval. Subject to the foregoing, this Agreement shall be fully
binding upon, inure to the benefit of and be enforceable by the Parties hereto
and there respective successors and assigns. Notwithstanding the above, either
Party may assign this Agreement in the event of a merger, a sale of
substantially all of the Party's business, assets or stock provided, however,
that the successor in interest shall be liable to the other Party of all
obligations under this Agreement.


CONSTRUCTION; SEVERABILITY. In the event that any provision of this Agreement
conflicts with the law under which this Agreement is to be construed or if any
such provision is held invalid by a court with jurisdiction over the Parties to
this Agreement, (i) such provision shall be deemed to be restated to reflect as
nearly as possible the original intentions of the Parties in accordance with
applicable law, and (ii) the remaining terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect.


REMEDIES. Except where otherwise specified, the rights and remedies granted to a
Party under this Agreement are cumulative and in addition to, and not in lieu
of, any other rights or remedies which the Party may possess at law or in
equity.


APPLICABLE LAW; JURISDICTION. This Agreement shall be interpreted, construed and
enforced in all respects in accordance with the laws of the State of Ohio except
for its conflicts of laws principles. Each Party irrevocably consents to the
non-exclusive jurisdiction of the courts of the State of Ohio and the federal
courts situated in the State of Ohio, in connection with any action to enforce
the provisions of this Agreement, to recover damages or other relief for breach
or default under this Agreement, or otherwise arising under or by reason of this
Agreement.


                                       23
<PAGE>



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


HEADINGS. The captions and headings used in this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this
Agreement.


COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same document.









                                       24
<PAGE>






                                    EXHIBIT D
                                    ---------

                     HOUSE ADVERTISING SUPPRESSION CRITERIA
                     --------------------------------------


ACTIVES
-------

Single Family Dwelling Unit (SFDU):         address only

Multiple Family Dwelling Unite (MFDU):      last name and address

Business Address (BA) :                     last name and address

CANCELS

SFDU:    last name and address

MFDU:    last name and address

BA:      last name and address

GENERAL
-------

Names will be suppressed in the following order: (i) AOL actives (with the most
recent joins within this group suppressed first); (ii) AOL cancels (with the
most recent cancels within this group suppressed first); (iii) CompuServe
actives (with the most recent joins within this group suppressed first); and
(iv) CompuServe cancels (with the most recent cancels within this group
suppressed first).


                                    EXHIBIT E
                                    ---------

                   INVESTOR RIGHTS AGREEMENT (To be provided)