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                                                                   Exhibit 10.24

                                  CONFIDENTIAL
                         INTERACTIVE SERVICES AGREEMENT
                         ------------------------------


         This agreement (the "Agreement"), effective as of May 1, 1999 (the
"Effective Date"), is made and entered into by and between America Online, Inc.
("AOL"), a Delaware corporation, with its principal offices at 22000 AOL Way,
Dulles, Virginia 20166, and Orbit Network ("Interactive Content Provider" or
"ICP"), a Delaware corporation, with its principal offices at 505A San Marin Dr.
Suite 300, Novato, CA 94945 (each a "Party" and collectively the "Parties").

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

         AOL and ICP each desires that ICP provide the Online Area (as defined
below) through the AOL Network (as defined below), subject to the terms and
conditions set forth in this Agreement. Defined terms used but not defined in
the body of the Agreement or in Exhibit C shall be as defined on Exhibit B
attached hereto.

                                      TERMS
                                      -----

1.       DISTRIBUTION; PROGRAMMING

         1.1      ONLINE AREA. ICP shall work diligently to develop and
                  implement the Online Area, consisting of the specific Content
                  described on Exhibit A.1 attached hereto. ICP shall develop
                  the design of the Online Area in consultation with AOL and in
                  accordance with any standard design and content publishing
                  guidelines provided to ICP by AOL (including, without
                  limitation, any HTML publishing guidelines). ICP shall not
                  authorize or permit any third party to distribute the Licensed
                  Content or any other Content of ICP through the AOL Network
                  absent AOL's prior written approval. The inclusion of any
                  additional Content in the Online Area (including, without
                  limitation, any features, functionality or technology) not
                  expressly described on Exhibit A shall be subject to AOL's
                  prior written approval.

         1.2      LICENSE. ICP hereby grants AOL a worldwide license to use,
                  market, license, store, distribute, display, communicate,
                  perform, transmit and promote the Licensed Content (or any
                  portion thereof) through such areas or features of the AOL
                  Network as AOL deems appropriate.

         1.3      OTHER INTERACTIVE AREAS.

                  1.3.1    AOL Approval.  ICP shall not be permitted to
                           establish any "pointers" or links between the
                           Licensed Content and any other area on or outside of
                           the AOL Network, including, without limitation, sites
                           on the World Wide Web portion of the Internet,
                           without the prior written approval of AOL. AOL hereby
                           approves the tourism links set forth in Exhibit A. In
                           addition, AOL may restrict its approval (at any time)
                           to specific portions of Content, Products, or
                           functionality within a Linked Interactive Site. In
                           such case, establishment of the link from the
                           Licensed Content to the Linked Interactive Site will
                           be subject to mutual agreement of the Parties

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                           regarding the means by which access will be
                           restricted to the approved portions of the Linked
                           Interactive Site. The Customized Web Site (as defined
                           below) and all Linked ICP Interactive Sites shall
                           comply with the Operating Standards set forth in
                           Exhibit E.

                  1.3.2    Management.  AOL shall  have no  obligations  of any
                           kind with respect to any Linked Interactive Site. ICP
                           shall be responsible for any hosting or communication
                           costs associated with any Linked Interactive Sites
                           (including, without limitation, the costs associated
                           with (i) any agreed-upon direct connections between
                           the AOL Network and a Linked Interactive Site or (ii)
                           a mirrored version of a Linked Interactive Site). Any
                           Linked Interactive Sites shall be subject to the
                           license set forth in Section 1.2 above. ICP will
                           permit AOL Members to access and use any ICP
                           Interactive Site free of charge during the Term. AOL
                           Members shall not be required to go through a
                           registration process (or any similar process) in
                           order to access and use any ICP Interactive Site. For
                           a period of two years after the expiration or earlier
                           termination of this Agreement, ICP will allow AOL
                           Members to access any ICP Interactive Site on terms
                           and conditions no less favorable than the terms and
                           conditions available to other users of the ICP
                           Interactive Site.

                  1.3.3    Excessive Traffic Diversion.  ICP shall use
                           reasonable efforts to ensure that AOL traffic is
                           generally either kept within a Linked ICP Interactive
                           Site or channeled back into the AOL Network. To the
                           extent that AOL notifies ICP in writing that, in
                           AOL's reasonable judgment, links from the Linked ICP
                           Interactive Site cause an excessive amount of AOL
                           traffic to be diverted outside of such site and the
                           AOL Network in a manner that has a detrimental effect
                           on the traffic flow of the AOL audience, then ICP
                           shall immediately reduce the number of links out of
                           such site(s). In the event that ICP cannot or does
                           not so limit diverted traffic from the Linked ICP
                           Interactive Site, AOL reserves the right to terminate
                           the links from the AOL Network to the Linked ICP
                           Interactive Site at issue.

         1.4      CONTENT PAYMENTS.  There are no content or carriage-related
                                     payments.

         1.5      EXCLUSIVITY.  ICP shall comply with the exclusivity
                                restrictions set forth on Exhibit A.2.

         2.       ADVERTISING AND TRANSACTIONS

         2.1      ADVERTISING SALES. AOL owns all right, title and interest in
                  and to the advertising and promotional spaces within the AOL
                  Network (including, without limitation, advertising and
                  promotional spaces on any AOL page containing a link or
                  pointer to the Customized Web Site and any AOL forms or pages
                  which are included within, preceding, framing or otherwise
                  associated with the Licensed Content or preceding, following
                  or framing any Linked Interactive Sites). Within the top half
                  of every page of the Online Area, AOL shall have the right to
                  place AOL Advertisements in (or otherwise use for its own
                  promotional purposes) (a) the uppermost banner advertisement
                  slot and (b) the uppermost sponsorship slot. ICP shall have
                  the right to license or sell AOL Advertisements through the

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                  remainder of the advertising inventory (exclusive of (a) and
                  (b) above) specified by AOL within the Online Area, subject to
                  AOL's right of approval over each AOL Advertisement. The
                  specific advertising inventory within any AOL forms or pages
                  shall be as reasonably determined by AOL.

         2.2      ADVERTISING POLICIES.
                  2.2.1 AOL Advertisements. Any AOL Advertisements sold by ICP
                  or its agents shall be subject to AOL's then-standard
                  advertising policies and exclusivity and other preferential
                  contractual commitments. ICP shall not sell an AOL
                  Advertisement to any entity reasonably construed to be in
                  competition with AOL.

                  2.2.2 Linked Interactive Site Advertisements. To the extent
                  AOL approves any links or pointers to an ICP Interactive Site
                  pursuant to Section 1.3.1, ICP shall ensure that AOL Members
                  linking to any Linked ICP Interactive Site from the AOL
                  Network do not receive advertisements, promotions or links for
                  any entity reasonably construed to be in competition with AOL,
                  in violation of AOL's exclusivity or preferential contractual
                  commitments or in violation of AOL's then-standard advertising
                  policies. In the event that AOL notifies ICP in writing that
                  any advertising or promotional Content associated with any
                  Linked ICP Interactive Site (a "Linked ICP Interactive Site
                  Advertisement") is in violation of AOL's then-standard
                  advertising policies, then ICP shall take commercially
                  reasonable steps to block access by AOL Members to such
                  advertising using ICP's then-available ad server or other
                  technology. In the event that ICP cannot, through its
                  commercially reasonable efforts, block access by AOL Members
                  to the advertising in question, then ICP shall provide AOL
                  prompt written notice of such fact. AOL may then, at its
                  option, either (i) restrict access from the AOL Network to the
                  advertising in question using technology available to AOL or
                  (ii) terminate the link from the AOL Network to the Linked ICP
                  Interactive Site until such time as the advertising in
                  question is no longer displayed. ICP will cooperate with AOL's
                  reasonable requests to the extent AOL elects to implement any
                  such access restrictions.

         2.3      ADVERTISING  REVENUES.  Each  Party  shall be entitled to one
                  hundred  percent  (100%)  of all Advertising Revenues
                  generated by such Party.

         2.4      INTERACTIVE COMMERCE. To the extent ICP desires to offer, sell
                  or license Products through the Online Area, ICP and AOL shall
                  discuss in good faith the terms and conditions which would
                  apply to such activities. Notwithstanding such discussions,
                  all merchandising shall be subject to (i) the terms of this
                  Agreement, (ii) the requirements posted at keyword
                  "Marketplace Policy" on the America Online(R) brand service
                  (or such other keyword as AOL may designate during the Term),
                  (iii) approval by AOL of all Products to be offered, (iv) the
                  then-current requirements of AOL's merchant certification
                  program, (v) ICP implementing sufficient procedures to protect
                  the security of all merchandising on the site (i.e., ICP shall
                  as of the Effective Date use 40-bit SSL technology and, if
                  requested by AOL, 128-bit SSL), and (vi) ICP taking all
                  reasonable steps necessary to conform its promotion and sale
                  of Products through the Online Area to the then-existing
                  technologies identified by AOL which are optimized for the AOL
                  Network including, without limitation, any "quick checkout"
                  tool which AOL may implement


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                  to facilitate purchase of Products by AOL Members through the
                  Online Area. AOL hereby approves the license or sale of
                  Vacation Packages to the specific destination where such
                  Vacation Package is sold (i.e., ICP may sell a Vacation
                  Package to Los Angeles in the destination travel information
                  for Los Angeles, California or the United States). ICP may
                  sell any AOL-approved Vacation Packages of general interest on
                  the non-destination pages of the Customized Web Site specified
                  in Exhibit A. No other Products shall be offered, sold or
                  licensed on or through the Online Area.


3.       PRODUCTION AND SUPPORT

         3.1      PRODUCTION WORK. Except as otherwise provided herein, ICP
                  shall be responsible for all production, including
                  maintenance. In the event that ICP requests AOL's production
                  assistance in connection with (i) the initial development,
                  design and construction of the Online Area, (ii) ongoing
                  programming and maintenance related to the Online Area, (iii)
                  a redesign of or addition to the Online Area (e.g., a change
                  to an existing screen format or construction of a new custom
                  form), (iv) construction and maintenance of an approved
                  advertising, sponsorship or promotional area or online
                  "store," (v) production to modify work performed by a third
                  party provider or (vi) any other type of production work, ICP
                  shall work with AOL to develop detailed production plans for
                  the requested production assistance (the "Production Plan").
                  Following receipt of the final Production Plan, AOL shall
                  notify ICP of (i) AOL'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. All fees to be
                  paid to AOL for any such production work shall be paid in
                  advance. To the extent ICP elects to retain a third party
                  provider to perform any such production work, work produced by
                  such third party provider must generally conform to AOL's
                  production standards available at Keyword "Styleguide." The
                  specific production resources which AOL allocates to any
                  production work to be performed on behalf of ICP shall be as
                  determined by AOL in its sole discretion. With respect to any
                  routine production, maintenance or related services which AOL
                  reasonably determines are necessary for AOL to perform in
                  order to support the proper functioning and integration of the
                  Online Area ("Routine Services"), ICP will pay the
                  then-standard fees charged by AOL for such Routine Services.

         3.2      PUBLISHING TOOLS. AOL shall determine in its sole discretion,
                  which of its proprietary publishing tools (each a "Tool")
                  shall be made available to ICP in order to develop and
                  implement the Licensed Content during the Term. ICP shall be
                  granted a nonexclusive license to use any such Tool, which
                  license shall be subject to: (i) ICP's compliance with all
                  rules and regulations relating to use of the Tools, as
                  published from time to time by AOL, (ii) AOL's right to
                  withdraw or modify such license at any time, and (iii) ICP's
                  express recognition that AOL provides all Tools on an "as is"
                  basis, without warranties of any kind.

         3.3      TRAINING AND SUPPORT. AOL shall make available to ICP standard
                  AOL training support programs related to ICP's management and
                  maintenance of the


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                  Licensed Content. ICP can select its training and support
                  program from the options then offered by AOL. ICP shall be
                  responsible to pay the fees associated with its chosen
                  training and support package. In addition, ICP will pay travel
                  and lodging costs associated with its participation in any AOL
                  training programs (including AOL's travel and lodging costs
                  when training is conducted at ICP's offices).

         3.4      FORMAT. The Online Area shall be produced in HTML format on a
                  cul-de-sac customized web site accessible only to AOL Members
                  ("Customized Web Site"). AOL shall have no obligation to carry
                  or distribute the Customized Web Site through any portion of
                  the AOL Network.

4.       PROMOTION

         4.1      COOPERATION. Each Party shall cooperate with and reasonably
                  assist the other Party in supplying Content for marketing and
                  promotional activities which relate to the Online Area.

         4.2      INTERACTIVE SITE. Within each ICP Interactive Site, ICP shall
                  include the following ( the "AOL Promo"): a prominent
                  promotional button or banner (at least 90 x 30 pixels or 70 x
                  70 pixels in size) appearing "above the fold" on the first
                  screen of the ICP Interactive, to promote such AOL products or
                  services as AOL may designate (for example, the America Online
                  brand service, the CompuServe brand service, the AOL.com site,
                  the Digital City services or the AOL Instant Messenger
                  service) and. at AOL's option, download or order the
                  then-current version of client software for such AOL products
                  or services. Orbit shall not be required to include this
                  promotional button or banner on sites operated by Orbit on
                  behalf of its clients. AOL will provide the creative content
                  to be used in the AOL Promo. ICP shall post (or update, as the
                  case may be) the creative content supplied by AOL within the
                  spaces for the AOL Promo within five days of its receipt of
                  such content from AOL. Without limiting any other reporting
                  obligations of the Parties contained herein, ICP shall provide
                  AOL with monthly written reports specifying the number of
                  Impressions to the pages containing the AOL Promo during the
                  prior month. In the event that AOL elects to serve the AOL
                  Promo to the ICP Interactive Site from an ad server controlled
                  by AOL or its agent, ICP shall take all reasonable operational
                  steps necessary to facilitate such ad serving arrangement,
                  including, without limitation, inserting HTML code designated
                  by AOL on the pages of the ICP Interactive Site on which the
                  AOL Promo will appear. In addition, within each ICP
                  Interactive Site, ICP shall provide prominent promotion for
                  the keywords associated with ICP's Online Area and links from
                  the ICP Interactive Site to the relevant topic areas on AOL's
                  AOL.com site.

         4.3      OTHER MEDIA. In ICP's television, radio, print, public service
                  announcements and "out of home" (e.g., buses and billboards)
                  advertisements and in any publications, programs, features or
                  other forms of media over which ICP exercises at least partial
                  editorial control, ICP will include specific references or
                  mentions (verbally where possible) of the availability of
                  ICP's Online Area through the America Online(R) brand service,
                  which are at least as prominent as any references that ICP
                  makes to any ICP Interactive Site (by way of site name,


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                  related company name, URL or otherwise). Without limiting the
                  generality of the foregoing, ICP's listing of the "URL" for
                  any ICP Interactive Site will be accompanied by an equally
                  prominent listing of the "keyword" term on AOL for ICP's
                  Online Area. This shall be done with the following treatment:
                  "America Online Keyword _____" or another AOL-approved
                  treatment.

         4.4      PREFERRED ACCESS PROVIDER. When promoting AOL, ICP shall
                  promote AOL as the preferred access provider through which a
                  user can access ICP's Content (and ICP shall not implement or
                  authorize any other promotions on behalf of any third parties
                  which are inconsistent with the foregoing). Promotion of AOL
                  as the preferred access provider shall be more prominent than
                  any promotion of any other Internet service provider.

         4.5      AOL COMPONENT PRODUCTS. To the extent ICP offers or promotes
                  any products or services similar to AOL's "component products
                  and services (e.g. Netfind or other search/directory services,
                  NetMail or free/discount email, Instant Messenger,
                  yellow/white pages, "My AOL" type personalized information,
                  classifieds, etc.), ICP shall provide equal or greater
                  promotions for such AOL-designated products.

         4.6      NEW MEMBER PROGRAMS. The Parties shall execute any New Member
                  acquisition programs described on Exhibit A.3 attached hereto.

5.       PAYMENTS AND REPORTING.

         5.1      PAYMENT SCHEDULE. Except as otherwise specified in Section
                  1.4, each Party agrees to pay the other Party all amounts
                  received and owed to such other Party as described herein on a
                  quarterly basis within sixty (60) days of the end of the
                  quarter in which such amounts were collected by such Party.
                  The first quarter for which payment is to be made shall (i)
                  begin on the first day of the month following the month of
                  execution of this Agreement and (ii) include the portion of
                  the month of execution following the Effective Date (unless
                  the Agreement was executed on the first day of a month, in
                  which case the quarter shall be deemed to begin on the first
                  day of such month).

         5.2      REPORTING. On no less than a monthly basis, each Party shall
                  supply or make available to the other Party reports containing
                  the following information:

                  5.2.1    Usage Data. AOL shall make available to ICP a monthly
                           report specifying usage information for the Online
                           Area for the prior month in the format which is
                           generally made available to similarly situated
                           interactive content providers. In addition, for any
                           ICP Interactive Site which AOL is caching, AOL shall
                           supply ICP with monthly reports reflecting aggregate
                           impressions by AOL Members to the cached version of
                           the ICP Interactive Site during the prior month. For
                           each Linked ICP Interactive Site, ICP will supply AOL
                           with monthly reports which reflect total impressions
                           by AOL Members to the Linked ICP Interactive Site
                           during the prior month and total impressions by all
                           users to the Linked ICP Interactive Site during the
                           prior month. AOL reserves the right to require ICP to
                           provide additional information, as requested by AOL,
                           with respect


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                           to any transactions involving AOL Members at the ICP
                           Interactive Site during the period in question.

                  5.2.3.   Promotional Commitments. ICP shall provide to AOL a
                           monthly report documenting its compliance with any
                           promotional commitments it has undertaken pursuant to
                           Section 4 in the form attached as Exhibit D hereto.

                  5.2.4.   Exclusivity Restrictions. ICP shall submit to AOL a
                           monthly certification that it is in full compliance
                           with all exclusivity restrictions set forth in this
                           Agreement in the form attached as Exhibit D hereto.


6.       TERM, TERMINATION AND COMMERCIAL LAUNCH.

         6.1.     TERM. Unless earlier terminated as set forth herein, the
                  initial term of this Agreement shall be one (1) year from the
                  Effective Date ("Initial Term"). Upon the expiration of the
                  Initial Term, AOL shall have one (1) option to renew this
                  Agreement for an additional one (1) year term (the "Renewal
                  Term" and, together with the Initial Term, the "Term") upon
                  the same terms and conditions. Upon the expiration or
                  termination of this Agreement, AOL may, at its discretion,
                  continue to promote one or more "pointers" or links from the
                  AOL Network to an ICP Interactive Site and continue to use
                  ICP's trade names, trade marks and service marks in connection
                  therewith.

         6.2      TERMINATION FOR BREACH. Either Party may terminate this
                  Agreement at any time in the event of a material breach by the
                  other Party which remains uncured after thirty (30) days
                  written notice thereof.

         6.3      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.

         6.4      TERMINATION FOR CHANGE OF BUSINESS. AOL may terminate this
                  Agreement upon thirty (30) days written notice thereof to ICP
                  in the event ICP materially changes its business from its
                  business as a travel destination content provider as of the
                  Effective Date.

         6.5      SITE AND CONTENT PREPARATION. ICP shall achieve Site and
                  Content Preparation within sixty (60) days after the Effective
                  Date. "Site and Content Preparation" shall mean that ICP shall
                  have completed production of the Online Area and the Licensed
                  Content in accordance with this Agreement and completed all
                  other necessary work to prepare the Online Area and the
                  Licensed Content and any other related areas or screens to
                  launch on the AOL Network as contemplated hereunder. In the
                  event ICP has not achieved Site and Content Preparation within
                  ninety (90) days after the Effective Date, then in addition
                  to

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                  any other remedies available, AOL shall have the right to
                  terminate this Agreement by giving ICP written notice thereof.
                  If ICP is delayed in achieving Site and Content Preparation
                  due to a failure by AOL to perform its obligations under this
                  Agreement and ICP notifies AOL in writing of such failure and
                  the resulting delay, then the sixty (60) day and ninety (90)
                  day periods referenced in this Section shall each be extended
                  by the amount of time of ICP's delay solely attributable to
                  such failure by AOL.

7.       TERMS AND CONDITIONS. The legal terms and conditions set forth on
         Exhibit C attached hereto are hereby made a part of this Agreement.


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

 AMERICA ONLINE, INC.                          ORBIT NETWORK


By: /s/ Jonathan R. Edson                      By: /s/ F. William Guerin
    ---------------------------------             -----------------------------

Print Name:  Jonathan R. Edson                 Print Name:  F. William Guerin
             ------------------------                     ---------------------

Title: Exec. Director Business Affair          Title:  President
      -------------------------------                --------------------------

Date:                                          Date:  10/4/99
     --------------------------------               ---------------------------
                                                        Tax ID/EIN#: 943006627


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                                    EXHIBIT A


A.1 --  DESCRIPTION OF THE ONLINE AREA

ICP shall create an Online Area dedicated to destination travel information. The
Online Area shall consist of destination travel information for (1) all
countries, (2) all states of the United States, and (iii) major U.S. and
international cities:

o City-level information for major US and International cities
o State-level information for all US states
o Country level information for all countries.

The Online Area will include overviews of destinations with maps and listing of
Information Offices, a directory of tourism offices for North America and select
international destinations with an embedded URL link to each tourism office's
web site. The Online Area will also include Travelogue style editorial content
for a minimum of 50 states, each Caribbean island and the top 100 cities
worldwide.

ICP will manage the content of TravelFile, provide appropriate updates to
content, and continue to add to and enhance the travel content available through
TravelFile. The Online Area will be developed and maintained in HTML. ICP will
be responsible for all publishing and similar day to day area management
activities. AOL will have final approval over all links that lead users outside
of the Online Area as well as the look and feel of the Online Area.

In the event of an AOL Travel Channel redesign, ICP agrees to incorporate the
AOL Travel Channel "look and feel" into the Online Area, within a mutually
agreed upon timeframe. In addition, AOL reserves the right to host the
TravelFile database and to design its own user interface in place of ICP's user
interface.


THE TRAVELFILE DESTINATION MASTER RECORD (DMR)

This screen is the "heart" of the AOL TravelFile service. Based around the
TravelFile database, the Destination Master Record is the primary interface for
the user to gather information on local tourism authorities as well as to obtain
information on travel products and services offered from TravelFile's
participating travel supplier partners and from the TravelFile database.

The goal for this page is to produce the best possible user interface to complex
destination content by creating a highly useful and functional destination
information resource that meets the needs of vacation shoppers.

DMR FEATURES

TRAVELFILE DATABASE INDEX: This list features Tourism Offices (with relevant
links), Featured Suppliers (with relevant links), City Directory, Calendar of
Events, Images, and video etc. This simple Index provides access to listings and
information contained in the TravelFile database for the destination that is
being accessed. By selecting from this list of TravelFile "Types" users can
access a summary list of information displays for individual travel suppliers
associated with a given destination. This information may be displayed biased
based on the level of visibility that a particular supplier has purchased.

PROXIMITY MAPS/GIS SYSTEM: These prominently displayed destination references
are designed to provide the user with an easy to use visual reference for each
featured location. Although the first version will pull from a limited number of
maps for simple reference, subsequent enhancements will allow users to query
from a hosted Geographic Information System (GIS) to access maps that meet user
defined criteria.

HIGHLIGHTED PACKAGES: This area will feature destination specific packages. The
same logic that is used in displaying tourism office information will be used in
displaying relevant packages for a destination.


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DMR SPONSORSHIP ADVERTISING: DMR sponsorship ensures that a TravelFile sponsor's
message will be seen on any screens for a given destination or group of
destinations.

FEATURE ARTICLES/DESTINATION TRAVELOGUE: Basic destination information (Atlas
style) for each destination along with travelogue style descriptive text. In the
initial stages, ICP staff will create the content. Ultimately content will come
from tourism office partners or sponsored destination deals that will underwrite
the development and compilation of content.

LINKS TO RELATED TRAVELFILE DESTINATIONS (COOKIE OR BREAD CRUMB): The
hierarchical structure of the TravelFile database's makes it possible to allow
users to quickly and easily access other destinations located near or within the
destination that is being viewed. This is accomplished via a dynamically
generated menu of related destination choices. By choosing from any of the
destination choices displayed on this sub-menu, a DMR for that destination is
automatically generated.

LINKS TO COMPLEMENTARY RESOURCES: This area is reserved for links that will
allow users to move into other destination related information resources,
functional features, and services. Buttons are dynamically generated and only
appear when a resource is available for the destination being viewed. In the
future, it is the goal of the TravelFile Product Team to add the following
elements to each DMR.

         -  Images/Multimedia Slide Show/Streaming Video for each Destination

         -  Helpful Travel Tips
            Traveling With Kids
            What to Pack
            What you need to Know before You Go

         -  Relevant Travel Advisory Links

         -  Links to local resources

         -  Local coupons

         -  Order form for brochures from participating Destination Marketing
            Organizations and suppliers.

         -  Related local news
         -

TRAVELFILE AOL HOMEPAGE AND OVERALL FEATURES

BRANDING ELEMENTS: The AOL logo, TravelFile logo, and tag line "Tourism
Information" will be prominently displayed throughout the site. The branding
elements including the overall design, color scheme, typography and graphic
elements will be consistent throughout the site.

TRAVELFILE EZ DESTINATION SEARCH: Highly visible, prominently displayed simple
access path designed to allow users to quickly and easily access an in-depth
profile of the "Destination Master Record (see next section for description)"
for any travel destination.

BOTTOM BANNER AD: This is a premium advertising opportunity for the site. These
are classic Internet Banner Ads that will be displayed in rotation on the bottom
of the page through out the site.

HIGHLIGHTED VACATION PACKAGES
HIGHLIGHTED TRAVEL SUPPLIER DISPLAYS
HIGHLIGHTED EVENTS: One of the most prominent features of the TravelFile Main
Menu, these dynamic lists will feature highlighted vacation package products
from participating travel packagers, top travel suppliers from the TravelFile
directories, top event picks, or other sales oriented content choices. These
"pick lists" incorporate the ability for a user to choose from the display of
highlighted vacation packages, highlighted travel suppliers or highlighted event
displays at the click of a button. By selecting any of the items displayed on
the lists the user will be instantly transported to an in-depth display for that
travel package, travel supplier or event.

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CONTACT AND LEGAL: Provides a direct link to TravelFile staff via e-mail for
suggestions, inquiries, and comments along with prominently displayed liability
disclaimers to protect Orbit Network, Inc.

FEATURE CONTENT: Compelling, highly visible feature stories focused on driving
users to travel supplier displays or highlighting areas of interest and content
within the TravelFile service. Feature stories can include in-depth profiles for
destinations (see Destination of the Month), analysis of trends in the leisure
travel market, highlights on specific areas of interest or activities, general
vacation promotion, etc. Content created by TravelFile staff will include
feature articles from staff writers. These articles provide wit, perspective,
viewpoint, and entertainment value to the TravelFile service. Our writers are
very prolific and have created many articles covering a broad range of topics
that will be accessed in a variety of ways throughout the TravelFile service.

CONTESTS AND PROMOTIONS: We will strive to keep a fresh and lively interaction
with on-line users. Through the use of special promotions and on-line contests
(conducted in cooperation with participating travel suppliers) the service will
encourage repeat use and strive to generate user enthusiasm. Contests and
special promotions will be prominently displayed throughout the site.

NAVIGATION BAR: The Navigation Bar allows users to access other functions and
features of the TravelFile service. For the initial version of TravelFile the
functional features that will be accessible from the Main Menu include:

                           -     Customer Service/Contact Us
                           -     Destination of the Month
                           -     About Orbit
                           -     Vacations/Packages
                           -     Travel News
                           -     Advertising with Orbit Network
                           -     Search
                           -     Special Features





A.2 --  EXCLUSIVITY RESTRICTIONS


None.


A.3 --  NEW MEMBER PROGRAMS

To the extent the Parties wish to enter into new member programs, they shall do
so by separate written amendment or agreement.



                                       11
<PAGE>

                                    EXHIBIT B

DEFINITIONS.  The following definitions shall apply to this Agreement:

ADVERTISING REVENUES. Aggregate amounts collected plus the fair market value of
any other compensation received (such as barter advertising) by ICP, AOL or
either Party's agents, as the case may be, arising from the license or sale of
promotions, advertisements, links, pointers, sponsorships or similar services or
rights on or through the Online Area ("AOL Advertisements").

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

AOL 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) which are
associated with online areas within the AOL Network and the total appearance and
impression substantially formed by the combination, coordination and interaction
of these elements.

AOL MEMBER(S). Authorized users of the AOL Network, including any sub-accounts
using the AOL Network under an authorized master account.

AOL PURCHASER. (i) Any person or entity who enters the Online Area and/or a
Linked ICP Interactive Site from the AOL Network including, without limitation,
from any third party area therein (to the extent entry from such third party
area is traceable through both Parties' commercially reasonable efforts), and
generates Commissions Revenues and/or Transaction Revenues (regardless of
whether such person or entity provides an e-mail address during registration or
entrance to the Customized Web Site which includes a domain other than an
"AOL.com" domain); and (ii) any other person or entity who, when purchasing a
product, good or service through an ICP Interactive Site, provides an AOL.com
domain name as part of such person or entity's e-mail address and provided that
any person or entity who has previously satisfied the definition of AOL
Purchaser will remain an AOL Purchaser, and any subsequent purchases by such
person or entity (e.g., as a result of e-mail solicitations or any off-line
means for receiving orders requiring purchasers to reference a specific
promotional identifier or tracking code) will also give rise to Commission
Revenues and/or Transaction Revenues hereunder (and will not be conditioned on
the person or entity's satisfaction of clauses (i) or (ii) above.

AOL SERVICE. The narrow-band U.S. version of the America Online(R) brand
service, specifically excluding (a) AOL.com or any other AOL Interactive Site,
(b) the international versions of an America Online service (e.g., AOL Japan),
(c) the CompuServe(R) brand service and any other CompuServe products or
services, (d) "ICQ(TM)," "AOL NetFind(TM)," "AOL Instant Messenger(TM),"
"Digital City(TM)", "NetMail(TM)," Love@AOL", Entertainment Asylum," "Hometown
AOL" or any similar independent product or service which may be offered by,
through or with the U.S. version of the America Online(R) brand service, (e) any
programming or content area offered by or through the U.S. version of the
America Online(R) brand service over which AOL does not exercise complete
operational control (including, without limitation, Content areas controlled by
other parties and member-created Content areas), (f) 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 America Online(R) brand service,
(g) any property, feature, product or service which AOL or its affiliates may
acquire subsequent to the Effective Date and (h) any other version of an America
Online service which is materially different from the narrow-band U.S. version
of the America Online brand service, by virtue of its branding, distribution,
functionality, Content and 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.

AOL NETWORK. (i) The AOL Service and (ii) any other product or service owned,
operated, distributed or authorized to be distributed by or through AOL or its
Affiliates worldwide through which such party elects to offer the Licensed
Content (which may include, without limitation, AOL-related Internet sites,
"offline" information browsing products, international versions of the AOL brand
service, and CompuServe).

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.

COMMISSIONS REVENUES. Aggregate commission revenues earned by ICP from
commissionble sales by ICP of Vacation Packages to AOL Purchasers, less service
fees, refunds, cancellations, insurance charges, port charges, taxes and other
non-commissionable items.

CONFIDENTIAL INFORMATION. Any information relating to or disclosed in the course
of negotiating and implementing the Agreement, which is, or should be reasonably
understood to be, confidential or proprietary to the disclosing Party,
including, but not limited to, the content of negotiations between the Parties,
the material terms of this Agreement, information about AOL Members, 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, (b)
disclosed in published materials, (c) generally known to the public, (d)
lawfully obtained from any third party 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.

ICP INTERACTIVE SITE. Any interactive site or area (other than the Online Area)
which is managed, maintained or owned by ICP or its agents or to which ICP
provides and/or licenses Content, including, by way of example and without


                                       12
<PAGE>

limitation, (i) an ICP 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."

INTERACTIVE SERVICE. An entity offering one or more of the following: (i) online
or Internet connectivity services (e.g., an Internet service provider); (ii) an
interactive site or service featuring a broad selection of aggregated third
party interactive content or navigation thereto (e.g., an online service or
search and directory service) and/or marketing a broad selection of products
and/or services across numerous interactive commerce categories (e.g., an online
mall or other leading online commerce site); and (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.

KEYWORD(TM) SEARCH TERMS. The Keyword(TM) online search terms made available on
the AOL Service for use by AOL Members, combining AOL's Keyword(TM) online
search modifier with a term or phrase specifically related to ICP (and
determined in accordance with the terms of this Agreement).

LAUNCH DATE. The earliest date upon which the Online Area is made available
through the AOL Network.

LICENSED CONTENT. All Content provided by ICP or its agents to AOL or its
Affiliates for distribution through the AOL Network in connection with the
subject matter of this Agreement.

LINKED INTERACTIVE SITE. Any site or area outside of the AOL Service which is
linked to the Online Area (through a "pointer" or similar link) in accordance
with the terms and conditions of this Agreement..

LINKED ICP INTERACTIVE SITE. Any ICP Interactive Site which is also a Linked
Interactive Site.

NEW MEMBER. Any person or entity (a) who registers for the AOL Network using
ICP's special promotion identifier and (b) who remains an AOL Member for two
paid billing cycles.

ONLINE AREA. The specific area within the Customized Web Site, as described in
Exhibit A, which shall be developed, managed or marketed by ICP pursuant to this
Agreement, including but not limited to the Licensed Content, message boards,
chat and other AOL Member-supplied content areas contained therein (but
excluding any Linked Interactive Sites other than sites which are exclusively
available to AOL Members).

PRODUCTS. Any product, good or service which ICP offers, sells or licenses to
AOL Members through (i) the Online Area, (ii) any Linked ICP Interactive Site or
(iii) an "offline" means (e.g., toll-free number) for receiving orders related
to specific offers within the Online Area requiring purchasers to reference a
specific promotional identifier or tracking code, including, without limitation,
products sold through surcharged downloads (to the extent permitted hereunder).

TERM. The period beginning on the Effective Date and ending upon the expiration
or earlier termination of the Agreement.

TRANSACTION REVENUES. Aggregate amounts paid by AOL Purchasers and AOL Members
in connection with the sale, licensing, distribution or provision of any
Products (other than Vacation Packages) to AOL Members and products, goods and
services (other than Vacation Packages) to AOL Purchasers, including, in each
case, handling, shipping, service charges, and excluding, in each case, (a)
amounts collected for sales or use taxes or duties and (b) credits and
chargebacks for returned or canceled goods or services, but not excluding cost
of goods sold or any similar cost.

VACATION PACKAGES. Any leisure travel offer involving two or more of the
following travel features: air, hotel (or other lodging), and car (or other land
transportation) which is offered directly by a travel agent and reserved through
a CRS.

                                       13
<PAGE>

                                    EXHIBIT C


I.  ONLINE AREA

AOL TERMS OF SERVICE; UNSPECIFIED CONTENT. AOL shall have the right to remove,
or direct ICP to remove any Content from the Online Area which, as reasonably
determined by AOL: (i) violates AOL's then-standard Terms of Service (as set
forth on the America Online(R) brand service), the terms of this Agreement or
any other standard, written AOL policy; or (ii) is not specifically described on
Exhibit A. To the extent ICP wishes to implement any rules of conduct or terms
of service related to the Online Area which are separate from or supplementary
to AOL's Terms of Service, ICP must obtain the prior written approval of the AOL
Legal Department.

CONTESTS. ICP shall take all steps necessary to ensure that any contest,
sweepstakes or similar promotion conducted or promoted through the Online Area
(a "Contest") complies with all applicable federal, state and local laws and
regulations. ICP shall provide AOL with (i) at least thirty (30) days prior
written notice of any Contest and (ii) upon AOL's request, an opinion from ICP's
counsel confirming that the Contest complies with all applicable federal, state
and local laws and regulations.

AOL LOOK AND FEEL. ICP acknowledges and agrees that AOL shall own all right,
title and interest in and to the AOL Look and Feel. In addition, AOL shall
retain editorial control over the portions of the AOL pages and forms which
frame the Licensed Content (the "AOL Frames"). AOL may, at its discretion,
incorporate navigational icons, links and pointers or other Content into such
AOL Frames.

MANAGEMENT. ICP shall review, delete, edit, create, update and otherwise manage
all Content available on or through the Online Area, including but not limited
to the Licensed Content and message boards, in a timely and professional manner
and in accordance with the terms of this Agreement, AOL's then-standard Terms of
Service and any generally applicable guidelines and service standards for
interactive content providers published by AOL. In managing the Online Area, ICP
agrees to refrain from editing or altering any opinion expressed by an AOL
Member within the Online Area, except in cases when ICP (i) has a good faith
belief that the Content in question violates an applicable law, regulation,
third party right or portion of AOL's Terms of Service or (ii) obtains AOL's
prior approval. ICP shall ensure that the Online Area is reasonably current and
well-organized, and shall employ all necessary procedures to insure the accuracy
of the Licensed Content. ICP warrants that the Online Area, the Licensed
Content, and any Linked ICP Interactive Sites: (i) will conform to AOL's
applicable Terms of Service; (ii) will not 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) will
not contain any Content which violates any applicable law or regulation. AOL
shall have no obligations with respect to the Content available on or through
the Online Area, including, but not limited to, any duty to review or monitor
any such Content.

OPERATIONS. AOL shall be entitled to require reasonable changes to Licensed
Content to the extent such Licensed Content will, in AOL's good faith judgement,
adversely affect technical operations of the AOL Network.

DUTY TO INFORM. ICP shall promptly inform AOL of any information related to the
Licensed Content of which ICP becomes aware which could reasonably lead to a
claim, demand or liability of or against AOL and/or its Affiliates by any third
party.

RESPONSE TO QUESTIONS/COMMENTS; CUSTOMER SERVICE. ICP shall respond promptly and
professionally to questions, comments, complaints and other reasonable requests
regarding the Licensed Content by AOL Members or on request by AOL, and shall
cooperate and assist AOL in promptly answering the same.

CLASSIFIEDS. To the extent ICP desires to implement any classifieds listing
features through the Online Area, ICP shall obtain AOL's prior written approval.
Such approval may be conditioned upon, among other things, ICP's conformance
with any then-applicable service-wide technical or other standards related to
online classifieds.

MESSAGE BOARDS. Any Content submitted by ICP or its agents within message boards
or any comparable vehicles will be subject to the license grant relating to
submissions to "public areas" set forth in the Proprietary Rights section of the
Terms of Service. ICP acknowledges that it has no rights or interest in AOL
Member submissions to message boards within the Online Area.

STATEMENTS THROUGH AOL NETWORK. ICP shall not make, publish, or otherwise
communicate through the AOL Network any deleterious remarks concerning AOL or it
Affiliates, directors, officers, employees, or agents (including, without
limitation, AOL's business projects, business capabilities, performance of
duties and services, or financial position) which remarks are based on the
relationship established by this Agreement or information exchanged hereunder.
This section is not intended to limit good faith editorial statements made by
ICP based upon publicly available information, or information developed by ICP
independent of its relationship with AOL and its employees and agents.

ACCOUNTS. ICP shall be granted a reasonable number of accounts for the America
Online(R) brand service for the exclusive purpose of enabling it and its agents
to perform ICP's duties under this Agreement. The accounts shall be of the type
determined by AOL to be necessary for ICP to perform its duties hereunder, and
shall be subject to such monthly subscription charges as AOL shall determine
(not to exceed monthly subscription charges generally available to the public
for a similar type of account), provided, however, that in any event ICP shall
be responsible for any surcharges, including, without limitation, all premium
charges, transaction charges and any applicable communication surcharges
incurred by any such account. ICP shall be responsible for the actions taken
under or through its accounts (which actions are subject to AOL's then-standard
Terms of Service) Upon the termination of this Agreement, all accounts, related
screen names and any associated usage credits or similar rights shall
automatically terminate. AOL shall have no liability for loss of any data or
content related to the proper termination of any account.

KEYWORD. Any Keyword Search Terms to be directed to the Online Area or an ICP
Interactive Site shall be (i) subject to availability for use by ICP and (ii)
<PAGE>

limited to the combination of the Keyword(TM) search modifier combined with a
registered trademark of ICP. AOL reserves the right to revoke at any time ICP's
use of any Keyword Search Terms which do not incorporate registered trademarks
of ICP. ICP acknowledges that its utilization of a Keyword Search Term will not
create in it, nor will it represent it has, any right, title or interest in or
to such Keyword Search Term, other than the right, title and interest ICP holds
in ICP's registered trademark independent of the Keyword Search Term. Without
limiting the generality of the foregoing, ICP will not: (a) attempt to register
or otherwise obtain trademark or copyright protection in the Keyword Search
Term; or (b) use the Keyword Search Term, except for the purposes expressly
required or permitted under this Agreement. This Section shall survive the
completion, expiration, termination or cancellation of this Agreement.

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, 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 AOL based on the information available to
AOL.

II.   TRADEMARKS

TRADEMARK LICENSE. In designing and implementing the Promotional Materials and
subject to the other provisions contained herein, ICP shall be entitled to use
the following trade names, trademarks and service marks of AOL: the "America
Online(R)" brand service, "AOL(TM)" service/software and AOL's triangle logo;
and AOL and its Affiliates shall be entitled to use the trade names, trademarks
and service marks of ICP associated with the Online Area (collectively, together
with the AOL marks listed above, the "Marks"); provided that each Party: (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 submit to the other Party,
for its prior written approval, which shall not be unreasonably withheld or
delayed, any press releases related to the Online Area and/or referencing the
other Party and/or its trade names, trademarks and service marks. Each Party
will submit to the other Party, for its prior written approval, which shall not
be unreasonably withheld or delayed, any other marketing, advertising, press
releases or other promotional materials related to the Online Area and/or
referencing the other Party and/or its trade names, trademarks and service marks
(the "Promotional Materials"); provided, however, that, following the initial
public announcement of the business relationship between the Parties in
accordance with the approval and other requirements contained herein, either
Party's subsequent factual reference to the existence of a business relationship
between AOL and ICP, including, without limitation, the availability of the
Online Area on the AOL Network, or use of screen shots of the Online Area (so
long as the AOL Network is clearly identified as the source of such screen
shots) for promotional purposes shall not require the approval of the other
Party. Once approved, the Promotional Materials may be used by a Party and its
affiliates for the purpose of promoting the Online Area and the content
contained therein and reused for such purpose until such approval is withdrawn
with reasonable prior notice. In the event such approval is withdrawn, existing
inventories of Promotional Materials may be depleted.

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.

III.  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.


IV.  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 disclosure of Confidential Information of the other
Party, other than to its employees, or its other agents who must have access to
such Information of the other Party, other than to its employees, or its other
agents who must have access to such
<PAGE>

Confidential Information for such Party to perform its 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 days 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.

V.  RELATIONSHIP WITH AOL MEMBERS
(a) SOLICITATION OF AOL MEMBERS. During the term of the Agreement and for a two
year period thereafter, ICP will not use the AOL Network (including, without
limitation, the e-mail network contained therein) to solicit AOL Members on
behalf of another Interactive Service. More generally, ICP will not send
unsolicited, commercial e-mail (i.e., "spam") through or into AOL's products or
services, absent a Prior Business Relationship. For purposes of this Agreement,
a "Prior Business Relationship" will mean that the AOL Member to whom commercial
e-mail is being sent has voluntarily either (i) engaged in a transaction with
ICP or (ii) provided information to ICP through a contest, registration, or
other communication, which included clear notice to the AOL Member that the
information provided could result in commercial e-mail being sent to that AOL
Member by ICP or its agents. Any commercial e-mail communications to AOL Members
which are otherwise permitted hereunder will (a) include a prominent and easy
means to "opt-out" of receiving any future commercial e-mail communications from
ICP and (b) AOL's then-standard restrictions on distribution of bulk e-mail
(e.g., related to the time and manner in which such e-mail can be distributed
through or into the AOL product or service in question).

(b) COLLECTION OF MEMBER INFORMATION. ICP shall ensure that its collection, use
and disclosure of information obtained from AOL Members under this Agreement
("Member Information") complies with (i) all applicable laws and regulations and
(ii) AOL's standard privacy policies, available on the AOL Service at the
keyword term "Privacy" (or, in the case of ICP's Linked Interactive Site, ICP's
standard privacy policies so long as such policies are prominently published on
the site and provide adequate notice, disclosure and choice to users regarding
ICP's collection, use and disclosure of user information). ICP will not disclose
Member Information collected hereunder to any third party in a manner that
identifies AOL Members as end users of an AOL product or service or use Member
Information collected under this Agreement to market another Interactive
Service.

(c) E-MAIL NEWSLETTERS. Any e-mail newsletters sent to AOL Members by ICP or its
agents shall (i) be subject to AOL's policies on use of the e-mail
functionality, including but not limited to AOL's policy on unsolicited bulk
e-mail, (ii) be sent only to AOL Members requesting to receive such newsletters,
(iii) not contain Content which violates AOL's Terms of Service, and (iv) not
contain any advertisements, marketing or promotion for any other Interactive
Services Provider.

(d) EMAIL MARKETING. To the extent ICP is otherwise permitted to send
communications to AOL Members (in accordance with the other requirements
contained herein): (i) any solicitations in such communications to purchase
products or services shall promote the Online Area, including without
limitation, the Customized Web Site available through the AOL Network as the
principal means through which to purchase any such products or services; (ii)
any direct links to specific offers within such communications shall link to the
Online Area, including without limitation, the Customized Web Site; (iii) any
sales arising from such communications shall be subject to any revenue sharing
provisions which may be contained herein; and (iv) ICP shall limit the subject
matter of such communications to those categories of products, services and/or
content which are specifically contemplated by this Agreement.

VI.  TREATMENT OF CLAIMS

LIABILITY. EXCEPT AS PROVIDED BELOW IN THE "INDEMNITY" SECTION, UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THE USE OF OR
INABILITY TO USE THE AOL NETWORK OR ONLINE AREA OR ANY OTHER PROVISION OF THIS
AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS
OR LOST BUSINESS. 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 THE EVENT GIVING RISE TO SUCH LIABILITY
OCCURRED; 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 AOL NETWORK,
THE ONLINE AREA OR ANY AOL PUBLISHING TOOLS, 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, AOL SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING
THE PROFITABILITY OF THE ONLINE AREA.

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 material breach of any
duty, representation, or warranty of this Agreement. In addition, ICP will
defend, indemnify, save and hold harmless the other Party and the officers,
directors,

<PAGE>

agents, affiliates, distributors, franchisees and employees of the other Party
from any and all third party Liabilities arising out of or in any way connected
to the Licensed Content.

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 ten (10) days
after delivery of such notice to respond. If the Indemnifying Party elects to
defend the Action or does not respond within the requisite ten (10) 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
ten (10) 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. AOL AND ICP 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
CONTEMPLATED 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.

VII.  MISCELLANEOUS

AUDITING RIGHTS. Each Party shall maintain complete, clear and accurate records
of all expenses, revenues, fees, transactions and related documentation
(including agreements) in connection with the performance of this Agreement
("Records"). All such Records shall be maintained for a minimum of five (5)
years following termination of this Agreement. For the sole purpose of ensuring
compliance with this Agreement, AOL shall have the right, at its expense, to
conduct a reasonable and necessary copying and inspection of portions of the
Records of ICP that are directly related to amounts payable to AOL pursuant to
this Agreement, which right may, at AOL's option, be exercised by directing an
independent certified public accounting firm to conduct such inspection. For the
sole purpose of ensuring compliance with this Agreement, ICP shall have the
right, at its expense, to direct an independent certified public accounting firm
subject to strict confidentiality restrictions to conduct a reasonable and
necessary copying and inspection of portions of the Records of AOL that are
directly related to amounts payable to ICP pursuant to this Agreement. Any such
audit may be conducted after twenty (20) business days prior written notice,
subject to the following. Such audits shall not be made more frequently than
once every twelve months. No such audit of AOL shall occur during the period
beginning on June 1 and ending October 1. In lieu of providing access to its
Records as described above, AOL shall be entitled to provide the ICP with a
report from an independent certified public accounting firm confirming the
information to be derived from such Records.

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 AOL Network (to screenname
"AOLNotice@AOL.com" in the case of AOL) 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 AOL, such notice will
be provided to both the Senior Vice President for Business Affairs (fax no.
703-265-1206) and the Deputy General Counsel (fax no. 703-265-1105), each at the
address of AOL set forth in the first paragraph of this Agreement. In the case
of ICP, except as otherwise specified herein, the notice address shall be the
address for ICP 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 AOL e-mail address, to be as
reasonably identified by AOL.

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
<PAGE>

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. Section 1.3.2 of this Agreement, and Sections IV, V, VI, and VII of
this Exhibit C, 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. ICP shall not assign this Agreement or any right, interest or
benefit under this Agreement without the prior written consent of AOL.
Assumption of this Agreement by any successor to ICP (including, without
limitation, by way of merger, consolidation or sale of all or substantially all
of ICP's stock or assets) shall be subject to AOL's prior written approval. In
the event of (i) any Change of Control of ICP, or any assignment or assumption
of this Agreement, without AOL's prior written consent or (ii) any Change of
Control of AOL, AOL shall have the right to terminate this Agreement upon
written notice to ICP. Subject to the foregoing, this Agreement shall be fully
binding upon, inure to the benefit of and be enforceable by the Parties hereto
and their respective successors and assigns. Notwithstanding the foregoing, ICP
may assign to Surge Components, Inc. ("Surge"), a New York corporation, upon
written notice thereof to AOL so long as (i) Surge's business and ICP's business
remains in all substantial respects the same as on the Effective Date, (ii) any
such assignment shall not release ICP of any liability hereunder, (iii) Surge
has the resources necessary to fulfill all of ICP's obligations hereunder, (iv)
Surge agrees in writing to be bound by the terms and conditions of this
Agreement, and (v) neither Surge nor its Affiliates is an Interactive Service.

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 Commonwealth of
Virginia except for its conflicts of laws principles. Each Party irrevocably
consents to the exclusive jurisdiction of the courts of the Commonwealth of
Virginia and the federal courts situated in the Commonwealth of Virginia, 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.

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.
<PAGE>

                                    EXHIBIT D

                  CERTIFICATION OF COMPLIANCE WITH COMMITMENTS
                      REGARDING PROMOTIONS AND EXCLUSIVITY

Pursuant to Section 4 of the Interactive Services Agreement between Orbit
Network ("ICP") and America Online, Inc. ("AOL"), dated as of May 1, 1999 (the
"Agreement"), the following report is delivered to AOL for the month ending
__________ (the "Month"):

I.       PROMOTIONAL COMMITMENTS

ICP hereby certifies to AOL that ICP completed the following promotional
commitments during the Month:
<TABLE>
<CAPTION>

<S>     <C>    <C>    <C>    <C>    <C>    <C>
        TYPE OF PROMOTION       DATE(S) OF          DURATION/CIRCULATION OF PROMOTION  RELEVANT CONTRACT
                                PROMOTION                                              SECTION
------- ----------------------- ------------------- ---------------------------------- ----------------------
1.

------- ----------------------- ------------------- ---------------------------------- ----------------------
2.

------- ----------------------- ------------------- ---------------------------------- ----------------------
3.

</TABLE>


II.      EXCLUSIVITY COMMITMENTS

ICP hereby certifies to AOL that ICP was in full compliance with the exclusivity
restrictions (if applicable) specified in Exhibit A of the Agreement throughout
the Month.


IN WITNESS WHEREOF, this Certificate has been executed this ________ day of
__________________, 199__.

ORBIT NETWORK

By: _________________________________

Print Name:  ________________________

Title: ______________________________

Date: _______________________________
<PAGE>

                                    EXHIBIT E
                          TECHNICAL OPERATING STANDARDS


1.   ICP Site Infrastructure. ICP will be responsible for all communications,
     hosting and connectivity costs and expenses associated with the Customized
     Web Site and all Linked Interactive Sites (collectively, "ICP Sites"). ICP
     will provide all hardware, software, telecommunications lines and other
     infrastructure necessary to meet traffic demands on the ICP Site(s) from
     the AOL Network. ICP will design and implement the network between the AOL
     Service and ICP Site(s) such that (i) no single component failure will have
     a materially adverse impact on AOL Members seeking to reach the ICP Site(s)
     from the AOL Network and (ii) no single line under material control by the
     ICP will run at more than 70% average utilization for a 5-minute peak in a
     daily period. In this regard, ICP will provide AOL, upon request, with a
     detailed network diagram regarding the Architecture and network
     infrastructure supporting the ICP Site(s). In the event that ICP elects to
     create a custom version of the ICP Site(s) in order to comply with the
     terms of this Agreement, ICP will bear responsibility for all aspects of
     the implementation, management and cost of such customized site.

2.   Optimization; Speed. ICP will use commercially reasonable efforts to ensure
     that: (a) the functionality and features within the ICP Site(s) are
     optimized for the client software then in use by AOL Members; and (b) the
     ICP Site(s) is designed and populated in a manner that minimizes delays
     when AOL Members attempt to access such site. At a minimum, ICP will ensure
     that each ICP Site's data transfers initiate within fewer than fifteen (15)
     seconds on average. Prior to commercial launch of any material promotions
     described herein, ICP will permit AOL to conduct performance and load
     testing of the ICP Site(s) (in person or through remote communications),
     with such commercial launch not to commence until such time as AOL is
     reasonably satisfied with the results of any such testing.

3.   User Interface. ICP will maintain a graphical user interface within the ICP
     Site(s) that is competitive in all material respects with interfaces of
     other similar sites based on similar form technology. AOL reserves the
     right to review and approve the user interface and site design prior to
     launch of the Promotions and to conduct focus group testing to assess
     compliance with respect to such consultation and with respect to ICP's
     compliance with the preceding sentence.

4.   Technical Problems. ICP agrees to use commercially reasonable efforts to
     address material technical problems (over which ICP exercises control)
     affecting use by AOL Members of the ICP Site(s) (an "ICP Technical
     Problem") promptly following notice thereof. In the event that ICP is
     unable to promptly resolve an ICP Technical Problem following notice therof
     from AOL (including, without limitation, infrastructure deficiencies
     producing user delays), AOL will have the right to regulate the promotions
     it provides to ICP hereunder until such time as ICP corrects the ICP
     Technical Problem at issue.

5.   Monitoring. ICP will ensure that the performance and availability of each
     ICP Site(s) is monitored on a continuous basis. ICP will provide AOL with
     contact information (including e-mail, phone, pager and fax information, as
     applicable, for both during and after business hours) for ICP's principal
     business and technical representatives, for use in cases when issues or
     problems arise with respect to the ICP Site(s).

6.   Telecommunications. Where applicable the ICP will utilize encryption
     methodology to secure data communications between the Parties' data
     centers. The network between the Parties will be configured such that no
     single component failure will significantly impact AOL Users. The Network
     will be sized such that no single line over which the ICP has matorial
     control runs at more than 70% average utilization for a 5-minute peak in a
     daily period.


7.   Security. ICP 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 ICP Site(s). ICP will facilitate periodic
     reviews of the ICP Site(s) by AOL in order to evaluate the security risks
     of such site. ICP will promptly remedy any security risks or breaches of
     security as may be identified by AOL's Operations Security team.

8.   Technical Performance.

     i.    ICP will design the ICP Site(s) to support the AOL-client embedded
           versions of the Microsoft Internet Explorer 3.XX and 4.XX browsers
           (Windows and Mackintosh), the Netscape Browser 4.XX and make
<PAGE>

         commercially reasonable efforts to support all other AOL browsers
         listed at: http://webmaster.info.aol.com).

ii.      To the extent ICP creates customized pages on the ICP Site(s) for AOL
         Members, ICP will develop and employ a methodology to detect AOL
         Members (e.g. examine the HTTP User-Agent field in order to identify
         the "AOL Member-Agents" listed at: "http://webmaster. info.aol.com/).

iii.     ICP will periodically review the technical information made available
         by AOL at http://webmaster.info.aol.com.

iv.      ICP will design its site to support HTTP 1.0 or later protocol as
         defined in RFC 1945 and to adhere to AOL's parameters for refreshing or
         preventing the caching of information in AOL's proxy system as outlined
         in the document provided at the following URL:
         http://webmaster.info.aol.com. The ICP is responsible for the
         manipulation of these parameters in web based objects so as to allow
         them to be cached or not cached as outlined in RFC 1945.

v.       Prior to releasing material, new functionality or features through the
         ICP Site(s) ("New Functionality"), ICP will use commercially reasonable
         efforts to either (i) test the New Functionality to confirm its
         compatibility with AOL Service client software and (ii) provide AOL
         with written notice of the New Functionality so that AOL can perform
         tests of the New Functionality to confirm its compatibility with the
         AOL Service client software. Should any new material, new functionality
         or features through the partner Site be released without notification
         to AOL, AOL will not be responsible for any adverse member experience
         until such time that compatibility tests can be performed and the new
         material, functionality or features qualified for the AOL Service.

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