EXHIBIT 10.21

                           Master Consulting Agreement
                                     between
                   SNAP2 CORPORATION and MICROSOFT CORPORATION

     This Master Consulting Agreement (this "Agreement") is made and entered
into by and between MICROSOFT CORPORATION, a Washington corporation
("MICROSOFT") and SNAP2 CORPORATION a Nevada corporation ("SNAP2"), to be
effective as of August 1, 2001 (the "Effective Date").

                                    Recitals

     MICROSOFT and its subsidiary WEBTV NETWORKS, INC. ("WNI") produce and
market various digital video recording, interactive television, and Internet
access products and services;

     MICROSOFT desires to have SNAP2 provide certain consulting services to
MICROSOFT and WNI in connection with Internet and interactive TV products and
other matters, and SNAP2 desires to provide such services to MICROSOFT and WNI;
and

     MICROSOFT and SNAP2 intend that this Agreement serve as a master agreement
establishing the basic terms and conditions under which SNAP2 will undertake
particular consulting and development projects for MICROSOFT.

     The parties agree as follows:

1.   DEFINITIONS

     For the purposes of this Agreement, the following terms shall have the
     following meanings:

     1.1 "Confidential Information" shall mean: (i) any trade secrets relating
     to either party's product plans, designs, costs, prices and names,
     finances, marketing plans, business opportunities, personnel, research
     development or know-how; (ii) any information designated by the disclosing
     party as confidential or which, under the circumstances surrounding
     disclosure, ought to be treated as confidential; (iii) the terms and
     conditions of this Agreement; (iv) any information disclosed by a Third
     Party Vendor to SNAP2 pursuant to any Work Plan, and (v) any third party
     information disclosed by MICROSOFT to SNAP2 which MICROSOFT is obligated to
     treat as confidential. "Confidential Information" shall not include
     information that: (i) is or becomes generally known or available by
     publication or otherwise through no fault of the receiving party; (ii) is
     known and has been reduced to tangible form by the receiving party at the
     time of disclosure and is not subject to restriction; (iii) is
     independently developed by the receiving party; or (iv) is made generally
     available by the disclosing party without restriction on disclosure.

     1.2 "Deliverables" shall mean any materials necessary or appropriate, under
     this Agreement or any applicable Work Plan, to be delivered by SNAP2 to
     MICROSOFT, or to a Third Party Vendor as directed by MICROSOFT.

     1.3 "Derivative Technology" shall mean: (i) for copyrightable or
     copyrighted material, any translation (including translation into other
     computer languages), portation, modification, correction, addition,
     extension, upgrade, improvement, compilation, abridgment or other form in
     which an existing work may be recast, transformed or adapted; (ii) for
     patentable or patented material, any improvement thereon; and (iii) for
     material which is protected by trade secret, any new material

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     derived from such existing trade secret material, including new material
     which may be protected by copyright, patent and/or trade secret.

     1.4 "Error(s)" shall mean defect(s) in a Deliverable, as communicated by
     MICROSOFT from time to time, which prevent it from performing in accordance
     with the specifications in the applicable Work Plan or any inability to
     perform repeatedly without interruption, loss of data or erroneous output
     (including, without limitation, bugs identified in MICROSOFT's bug tracking
     database and bugs identified in bug reports prepared following shipment of
     product or delivery to Third Party Vendors).

     1.5 "TV Products" shall mean any and all versions (including the alpha and
     beta versions of such software) of MICROSOFT and WNI Internet terminal,
     Internet receiver, and interactive TV products including all bug fixes and
     error corrections thereto.

     1.6 "Schedule" shall mean the schedule for completion of the Services and
     delivery of the Deliverables contained in a Work Plan.

     1.7 "Services" shall mean the development and delivery of the applicable
     Work Products, Deliverables, and performance of the services described in
     and pursuant to a Work Plan and related Work Plan management services.

     1.8 "Source Code" shall mean those portions of the source code for the TV
     Products and related tools that are provided by MICROSOFT to SNAP2, and
     described in the applicable Work Plan, for the limited purpose of providing
     the Services pursuant to this Agreement.

     1.9 "Test Hardware" shall mean all of the hardware provided to SNAP2 by
     MICROSOFT for the limited purpose of testing and developing the Work
     Product pursuant to this Agreement.

     1.10 "Third Party Vendors" shall mean customers or vendors of MICROSOFT for
     whom MICROSOFT directs SNAP2 to perform Services, on behalf of MICROSOFT
     and in accordance with a specific Work Plan.

     1.11 "Work Plan(s)" shall mean the specifications for Services and related
     information, attached to and made a part of this Agreement from time to
     time as sequential Exhibits A (e.g., A-1, A-2, A-3 . . . .). The Work Plans
     shall be in the form attached hereto as Exhibit A, and shall be signed by
     both parties. The Work Plans may be amended from time to time by mutual
     agreement of duly authorized personnel of the parties.

     1.12 "Work Product" shall mean the results of the performance of the tasks
     described in each Work Plan, including without limitation all Deliverables.

2.   SERVICES

     2.1 Services. SNAP2 shall perform the Services in accordance with and
     pursuant to the applicable Work Plan in accordance with the instructions,
     specifications and parameters communicated by MICROSOFT to SNAP2 from time
     to time. The parties agree to discuss in good faith issues that may arise
     in performance of the tasks associated with each Work Plan, including any
     issues regarding compliance with the Schedule set forth in the Work Plan,
     although the Work Plan may be amended only in the discretion of MICROSOFT.
     In addition, SNAP2 acknowledges that MICROSOFT may work with various third
     parties, including Third Party Vendors, in connection with a particular
     Work Plan. SNAP2 agrees that it shall abide by any relevant obligations of
     MICROSOFT to such third parties, or other obligations imposed directly upon
     SNAP2 by such third parties in the


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     event of direct contact between SNAP2 and such third parties pursuant to a
     Work Plan, provided SNAP2 has been given notice of such requirements.

     2.2 Status Reports. For each individual project set forth in a Work Plan,
     SNAP2 shall provide to MICROSOFT, at MICROSOFT's expense, a current and
     accurate weekly status report, in a form reasonably acceptable to
     MICROSOFT, detailing the status of each project, including current budget
     tracking and assessment of ability to meet project milestones. SNAP2 shall
     also provide such additional status reports regarding work in progress as
     the MICROSOFT project manager may reasonably request from time to time, at
     MICROSOFT's expense.

     2.3 Personnel/Rate Schedule Adjustments. SNAP2 shall have on its staff, at
     the levels necessary to satisfactorily complete the Services under this
     Agreement or any applicable Work Plan, trained and experienced personnel
     that primarily are dedicated to and available for the MICROSOFT projects
     set forth in the Work Plans. SNAP2 shall use commercially reasonable
     efforts to ensure that SNAP2 personnel providing Services under this
     Agreement are available for assignment by SNAP2 to work on additional Work
     Plans which are similar to those for which they have provided Services
     previously, and to ensure that personnel providing Services under this
     Agreement are not unnecessarily and inefficiently moved between Work Plans
     in progress. SNAP2 shall consult with MICROSOFT when establishing and
     making substantial changes to the project teams assigned to each Work Plan.
     The parties will meet from time to time to discuss upcoming Work Plans and
     the anticipated personnel needs for such projects.

     2.4 Evaluation of Services.

          2.4.1 SNAP2 understands and agrees that it is obligated under this
          Agreement to use all reasonable efforts to provide MICROSOFT with high
          quality Work Product and Services which conform to the standards set
          forth on the applicable Work Plan, at all times during the Term
          (defined below) of this Agreement. In addition, and as further
          detailed in Section 2.4.3 below, SNAP2 shall be responsible for
          initiating prompt and detailed communications with the appropriate
          MICROSOFT project leaders regarding any Errors discovered during the
          course of development of software code Deliverables. In the event that
          any such Errors are caused by a failure of SNAP2 to provide a high
          quality Work Product and Services which conform to the standards set
          forth on the applicable Work Plan, then MICROSOFT shall be entitled
          (in addition to any other remedies it may have under this Agreement,
          at law or in equity) to an appropriate credit for Service time
          associated with such Error (including without limitation, for any
          Errors contained in any amended or corrected versions of Work Product
          or Deliverables). MICROSOFT acknowledges that in some instances, as
          further set forth in specific Work Plans, MICROSOFT may deliver
          incomplete or preliminary code and other materials to SNAP2, and that
          the quality of SNAP2' resulting Work Product and Services must be
          determined taking into account the quality of deliverables provided by
          MICROSOFT.

          2.4.2 For documentation or report Deliverables, MICROSOFT shall
          evaluate each version of such Deliverable within a commercially
          reasonable period of time, not to exceed thirty (30) days or any
          alternative limitation set forth in a Work Plan after receipt of such
          materials. In the event that the Deliverable requires corrections,
          MICROSOFT shall specify the corrections needed and SNAP2 shall deliver
          an amended version of such documentation within five (5) working days.
          SNAP2 shall prepare and deliver such documentation corrections to
          MICROSOFT at no charge if such corrections are necessary in order for
          the documentation to be clear or accurate, or to conform to
          specifications. MICROSOFT shall pay SNAP2 for other types of
          corrections or modifications to the documentation requested by
          MICROSOFT.


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          2.4.3 SNAP2 shall use all reasonable efforts to complete and deliver
          the Deliverables appropriate for each Work Plan, or as requested by
          MICROSOFT from time to time, to MICROSOFT according to the applicable
          Schedule and in accordance with the terms and conditions of this
          Agreement. Additional information, reports, and documentation
          regarding the Services shall be provided by SNAP2 to MICROSOFT upon
          the reasonable request of MICROSOFT and at the expense of MICROSOFT.
          Upon receipt of any Deliverables, MICROSOFT shall review such
          Deliverables for conformance with the terms and conditions of this
          Agreement and any applicable Work Plans, and MICROSOFT shall, within a
          reasonable period of time, not to exceed thirty (30) days or any
          alternative limitation set forth in a Work Plan, either accept such
          Deliverables or notify SNAP2 of its reasons for rejection, which
          reasons may include without limitation any Errors discovered by
          MICROSOFT, other corrections necessary in MICROSOFT's reasonable
          discretion, or the existence of any Work Product which is not of the
          quality SNAP2 is obligated to provide pursuant to Section 2.4.1 above.
          In the event MICROSOFT rejects any such Deliverables, SNAP2 shall make
          all necessary amendments or corrections, within ten (10) working days
          (or any other period which the parties may mutually agree to in
          writing at the time MICROSOFT rejects a Deliverable), and return such
          Deliverables to MICROSOFT for its review and subsequent acceptance or
          rejection in accordance with the preceding sentences. In addition,
          SNAP2 shall promptly raise with MICROSOFT any issues that arise (or
          which SNAP2 reasonably foresees arising) regarding the quality or
          performance of any Deliverable, as well as any deviation from the
          applicable Schedule for such Deliverables. The parties shall use all
          reasonable efforts to promptly address any such issues that may arise,
          including the establishment of an appropriate recovery plan to the
          extent required.

          2.4.4 If SNAP2 fails to deliver any Deliverable within the dates
          specified in the Work Plan or if any rejected Deliverable cannot be
          corrected within the correction period set forth above, then MICROSOFT
          may, at its option: (i) extend the correction period or (ii) suspend
          performance and/or immediately terminate the applicable Work Plan upon
          written notice to SNAP2, with no requirement to provide SNAP2 the cure
          period specified in Section 9 and retain the Deliverable (including
          any applicable documentation) with rights as set forth in Section 4,
          and pay SNAP2 for all outstanding payment milestones for which
          MICROSOFT has accepted corresponding Deliverables with no further
          development fees or license fees to be paid to SNAP2 for the
          Deliverable that was not accepted.


     2.5 Design Review and Plan Changes. SNAP2 understands that there may be
     additions, deletions or other changes which may affect a Work Plan at any
     time during the performance of such Work Plan. Upon notice of any such
     changes by MICROSOFT, SNAP2 and MICROSOFT shall work together to make any
     necessary changes to the Services, including, if necessary, the
     compensation owed to SNAP2, provided that the particular Work Plan(s)
     affected may only be amended by mutual agreement of both parties.

     2.6 Services Performed on MICROSOFT Property. In the event it is necessary
     for SNAP2 to perform the Services, or portion thereof, at a MICROSOFT
     campus, SNAP2 shall abide by all MICROSOFT rules, regulations, and security
     measures, including any restrictions on access to Confidential Information.

     2.7 Cancellation of Work Plans. MICROSOFT shall have the right to cancel
     any Work Plan for any reason. In the event that MICROSOFT cancels a Work
     Plan without cause prior to completion of Services under that Work Plan,
     MICROSOFT shall have the right to receive and retain any and all


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     Work Product existing in whatever form at the time SNAP2 receives notice of
     cancellation of the applicable Work Plan (including any applicable
     documentation) with rights as set forth in Section 4, and pay SNAP2 for all
     outstanding invoices applicable to the Work Product created by SNAP2 up to
     the date such cancellation notice is received, with no additional fee to be
     paid to SNAP2 thereafter, unless additional fees are set forth in any Work
     Plan.

     2.8 Non-Competition. Beginning as of the Effective Date (the "Non-Compete
     Date"), and continuing thereafter throughout the Term of this Agreement,
     and notwithstanding anything to the contrary in the NDA referenced in
     Section 6 hereof, SNAP2 agrees, on behalf of itself and any entity that
     owns or controls, is owned or controlled by, or is under common ownership
     and control with SNAP2 (each referred to as a "SNAP2 Affiliate") that it
     shall not allow any of its employees who have accessed Source Code to
     contribute to the development (except debugging and support tasks) of
     products that compete with TV Products without MICROSOFT's prior written
     consent, which shall not be unreasonably withheld, delayed or conditioned.

          2.8.1 If SNAP2 requests MICROSOFT's consent pursuant to the initial
          paragraph of this Section 2.8, on behalf of SNAP2 or any SNAP2
          Affiliate, such request shall be in writing. MICROSOFT will make
          reasonable efforts to review the request in MICROSOFT's discretion and
          advise SNAP2 of its decision within ten (10) business days following
          MICROSOFT's receipt of such request.

          2.8.2 For the purposes of this Section 2.8, a product will be deemed
          to "compete" with TV Products if, and only if, on a product by product
          basis, such product could be deemed a replacement or alternative for a
          TV Product, or a portion thereof. Thus, for example, applications for
          TV Products do not "compete" with TV Products.

          2.8.3 The restriction in this Section 2.8 shall not apply to (a) any
          SNAP2 products on the market as of the Non-Compete Date; (b) a tool
          product for any other operating system in the Microsoft Corporation
          family of operating systems, provided that such tool product does not
          compete, on a product by product basis, with a Microsoft Corporation
          tool product for such other Microsoft Corporation operating system, or
          (c) any other SNAP2 product or service that MICROSOFT states in a
          written consent issued in accordance with Section 2.8.1 is not subject
          to the non-competition provisions of this Agreement.

          2.8.4 Nothing in this Section 2.8 shall be construed to authorize
          SNAP2 or any SNAP2 Affiliate to make use of MICROSOFT's or WNI's
          intellectual property rights.

3.   PAYMENT FOR SERVICES

     3.1 Services Fees. SNAP2 shall perform Services according to this Agreement
     and Work Plan(s) attached to this Agreement. MICROSOFT shall pay SNAP2
     [Confidential Treatment has been requested for this portion of this
     Exhibit] per hour for Services in accordance with this Agreement and each
     Work Plan. MICROSOFT shall issue a blanket purchase order for the estimated
     amount of each Work Plan which SNAP2 will use as a reference for issuing
     invoices for fees that are set forth in such Work Plan. Notwithstanding the
     foregoing, it is understood and agreed that such purchase order (i) will be
     issued for billing convenience only, (ii) is not an offer by MICROSOFT,
     (iii) may not be accepted by SNAP2, and (iv) shall not be used or relied
     upon in any manner to obligate or bind MICROSOFT to pay the estimated
     amount or otherwise. MICROSOFT's obligations are solely those expressly set
     forth in this Agreement and the attached Work Plans. SNAP2 shall bill
     MICROSOFT only for Services performed in accordance with this Agreement.


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     3.2 Maximum Commitment. MICROSOFT will use reasonable efforts to request
     Services from SNAP2 totaling [Confidential Treatment has been requested for
     this portion of this Exhibit] during the Term of the Agreement ("Maximum
     Commitment"), unless earlier terminated in accordance with Section 9.2.

     3.3 Travel Expenses. SNAP2 agrees that it shall be responsible for payment
     of all travel expenses for SNAP2 employees between MICROSOFT's offices and
     SNAP2 offices, unless otherwise agreed in a Work Plan. Reimbursement by
     MICROSOFT of any reasonable costs incurred by SNAP2 for travel other than
     travel between SNAP2 and MICROSOFT offices shall be negotiated on a
     case-by-case basis and MICROSOFT shall have no obligation to reimburse
     SNAP2 for such costs, except upon prior written agreement.

     3.4 Other Expenses. MICROSOFT shall only reimburse SNAP2 for other expenses
     that are pre-approved, in writing, by MICROSOFT and incurred in connection
     with this Agreement or an applicable Work Plan ("Authorized Expenses"). All
     Authorized Expenses will be billed at net and cash discounts received by
     SNAP2 on any Authorized Expenses will be passed on to MICROSOFT. MICROSOFT
     may request, in its sole discretion, written documentation a) to
     substantiate Authorized Expenses; and b) to show original payment by SNAP2
     of any Authorized Expenses. SNAP2 shall bear sole responsibility for all
     other expenses incurred in connection with the performance of this
     Agreement or any applicable Work Plan, unless otherwise agreed to in
     writing by MICROSOFT.

     3.5 Invoices. SNAP2 shall invoice MICROSOFT on a biweekly (or monthly)
     basis for all amounts due for work performed under, and costs incurred
     pursuant to, any Work Plan during the prior two week (or monthly) period.
     Billing will be recorded in hourly increments by project, sufficient for
     MICROSOFT to determine the number of hours each engineer worked on any
     given MICROSOFT project on each day and during each week corresponding to
     the weekly status reports to be delivered by SNAP2 pursuant to Section 2.2.
     In the event that MICROSOFT provides a form to detail SNAP2 billings, SNAP2
     agrees to use such form as MICROSOFT may supply from time to time.
     MICROSOFT shall review, and either approve or reject, each invoice (or
     portions thereof) within thirty (30) working days of receipt. Approval of
     all invoiced amounts shall be in MICROSOFT's reasonable discretion. Without
     limiting the generality of the foregoing, MICROSOFT may reject any invoice
     for Services not performed in accordance with the terms and conditions of
     this Agreement, including, without limitation, correction of a Deliverable
     which has been rejected.

4.   RIGHTS

     4.1 Work Made For Hire. The Work Product has been specially ordered and
     commissioned by MICROSOFT. SNAP2 agrees that the Work Product is a "work
     made for hire" for copyright purposes, with all copyrights in the Work
     Product owned by MICROSOFT.

     4.2 Assignment. To the extent that the Work Product does not qualify as a
     work made for hire under applicable law, and to the extent that the Work
     Product includes material subject to copyright, patent, trade secret, or
     other proprietary right protection, SNAP2 hereby assigns to MICROSOFT, its
     successors and assigns, all right, title and interest in and to the Work
     Product, including, but not limited to the following:

          4.2.1 Any copyrights that SNAP2 may possess or acquire in the Work
          Product and all copyrights and equivalent rights in the Work Product
          throughout the world, including all renewals and extensions of


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          such rights that may be secured under the laws now or hereafter in
          force and effect in the United States of America or in any other
          country or countries;

          4.2.2 All rights in and to any inventions, ideas, designs, concepts,
          techniques, discoveries, or improvements, whether or not patentable,
          embodied in the Work Product or developed in the course of SNAP2'
          creation of the Work Product, including but not limited to all trade
          secrets, utility and design patent rights and equivalent rights in and
          to such inventions and designs throughout the world regardless of
          whether or not legal protection for the Work Product is sought;

          4.2.3 The right to prepare Derivative Technology with exclusive rights
          to authorize others to do the same;

          4.2.4 Copies of any documents, magnetically or optically encoded
          media, or other materials created by SNAP2 under this Agreement; and

          4.2.5 The right to sue for infringements of the Work Product which may
          occur before the date of this Agreement, and to collect and retain
          damages from any such infringements.

     4.3 Assistance. At MICROSOFT's expense, SNAP2 shall execute and deliver
     such instruments and take such other actions as may be requested by
     MICROSOFT to perfect or protect MICROSOFT's rights in the Work Product and
     to carry out the assignments set forth in this Section 4.

     4.4 Assignment/Waiver of Moral Rights. SNAP2 hereby irrevocably transfers
     and assigns to MICROSOFT any and all "moral rights" that SNAP2 may have in
     the Work Product and any Derivative Technology thereof. SNAP2 also hereby
     forever waives and agrees never to assert any and all "moral rights" it may
     have in the Work Product and Derivative Technology, even after termination
     of the Services.

     4.5 Source Code License Grant. MICROSOFT hereby grants to SNAP2 a personal,
     non-exclusive, non-transferable, non-assignable license during the Term of
     this Agreement to use and modify the Source Code for the sole purpose of
     providing the Services pursuant to this Agreement. SNAP2 shall exercise the
     foregoing license rights only on MICROSOFT's premises, unless otherwise
     authorized by MICROSOFT in a Work Plan or a signed written agreement. The
     Source Code provided hereunder shall be considered Confidential Information
     and, therefore, shall be subject to the terms and conditions of Section 6
     of this Agreement. SNAP2 may disclose the Source Code only to SNAP2's
     employees and any independent contractors that MICROSOFT has approved in
     writing in advance, and only on a need-to-know basis. SNAP2 shall execute
     appropriate written agreements with its employees and approved independent
     contractors sufficient to enable it to comply with all the provisions of
     this Agreement, including non-disclosure and assignment of rights.

     4.6 Test Hardware License Grant. MICROSOFT hereby grants to SNAP2 a
     personal, non-exclusive, non-transferable, non-assignable license during
     the Term of this Agreement to use the Test Hardware for the sole purpose of
     providing the Services pursuant to this Agreement. SNAP2 shall not use the
     Test Hardware for any purpose other than for the testing and development of
     the Work Product pursuant to the terms of this Agreement. The Test Hardware
     provided hereunder shall be considered Confidential Information and,
     therefore, shall be subject to the terms and conditions of Section 6 of
     this Agreement. SNAP2 may disclose the Test Hardware only to SNAP2's
     employees and any independent contractors that MICROSOFT has approved in
     writing in advance, and only on a need-to-


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     know basis. SNAP2 may not disclose, distribute, or disseminate the Test
     Hardware to third parties without the written permission of MICROSOFT in
     each instance.

     4.7 Return of Materials. Upon the termination of this Agreement as provided
     in Section 9, SNAP2 shall return all copies of the Source Code, Test
     Hardware and MICROSOFT Confidential Information in SNAP2's possession or
     under its control within ten (10) days following the termination date.
     SNAP2 shall take all necessary steps to ensure that electronic copies of
     such Source Code, Test Hardware and Confidential Information are not
     retained by SNAP2, its employees, or any authorized independent
     contractors. SNAP2 shall provide a declaration signed by an officer of
     SNAP2 attesting that all copies of the Source Code, Test Hardware,
     Confidential Information and related materials (including portions or
     derivative works thereof) have been returned to MICROSOFT and/or destroyed.

     4.8 Residuals. In accordance with Section 2(e) of the NDA referenced in
     Section 6 hereof, the parties agree that subject to the limitations set
     forth in Section 2.8, this Agreement shall not be construed to limit either
     party's right to independently develop or acquire products without use of
     the other party's Confidential Information (as defined in such NDA).
     Further, either party shall be free to use for any purpose the residuals
     resulting from access to or work with such Confidential Information,
     provided that such party shall maintain the confidentiality of the
     Confidential Information as provided herein. The term "residuals" means
     information in non-tangible form, which may be retained by persons who have
     had access to the Confidential Information, including ideas, concepts,
     know-how or techniques contained therein. Neither party shall have any
     obligation to limit or restrict the assignment of such persons or to pay
     royalties for any work resulting from the use of residuals. However, the
     foregoing shall not be deemed to grant to either party a license under the
     other party's copyrights or patents.

     4.9 No Other Rights. SNAP2 agrees that this Agreement does not grant to it
     any rights other than the rights expressly granted in this Section 4 which
     may be used solely for the limited purposes set forth herein. Under no
     circumstances will the license grants set forth in this Section 4 be
     construed as granting, by implication, estoppel or otherwise, a license to
     any MICROSOFT technology other than the Source Code and Test Hardware. All
     rights not expressly granted herein are expressly reserved by MICROSOFT.

5.   NO OBLIGATION/INDEPENDENT DEVELOPMENT

     Notwithstanding any other provision of this Agreement, MICROSOFT shall have
no obligation to market, sell or otherwise distribute the Work Product, either
alone or in any MICROSOFT product. Except as provided in Section 6, nothing in
this Agreement will be construed as restricting MICROSOFT's ability to acquire,
license, develop, manufacture or distribute for itself, or have others acquire,
license, develop, manufacture or distribute for MICROSOFT, similar technology
performing the same or similar functions as the technology contemplated by this
Agreement, or to market and distribute such similar technology in addition to,
or in lieu of, the technology contemplated by this Agreement.

6.   CONFIDENTIALITY

     All Confidential Information exchanged between the parties, or received by
SNAP2 from a Third Party Vendor in the course of SNAP2' providing Services for
such Third Party Vendor under this Agreement, shall be governed by the
Non-Disclosure Agreement entered into between MICROSOFT and SNAP2 in July 2001
(the "NDA"), or by any other written non-disclosure agreement subsequently
entered into between MICROSOFT and SNAP2 that specifically supersedes the NDA.


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7.       WARRANTIES

     7.1  SNAP2. SNAP2 warrants and represents that:

          7.1.1 It has the full power to enter into this Agreement and make the
          assignments and grant the license rights set forth herein;

          7.1.2 It has not previously and will not grant any rights in the Work
          Product (including without limitation all Deliverables) to any third
          party that are inconsistent with the rights granted to MICROSOFT
          herein;

          7.1.3 The Work Product (including without limitation all Deliverables)
          is original to SNAP2 and does not, and in performing the Services
          SNAP2 will not, infringe any copyright, trade secret, patent or other
          intellectual property right held by any third party;

          7.1.4 The Work Product (including without limitation all Deliverables)
          will be original, unpublished works created by employees of SNAP2
          within the scope of their employment and under obligation to assign
          inventions to SNAP2, or by authorized independent contractors under
          written obligations to assign all rights in the Work Product to SNAP2;

          7.1.5 The Services shall be performed in a professional manner and
          shall be of a high grade, nature, and quality, taking into account
          standards of work generally found in the software development
          industry;

          7.1.6 The Services and Work Product will conform to the specifications
          set forth in this Agreement and each Work Plan, will be complete and
          accurate, and will comply with all applicable laws and regulations;

          7.1.7 SNAP2 is not presently under nor will SNAP2 enter into in the
          future, any agreement, commitment, understanding or other obligation,
          whether written or oral, which is inconsistent or in conflict with
          this Agreement or would in any way or to any extent prevent, limit or
          otherwise impair the performance by SNAP2 of any of its obligations
          hereunder or in connection herewith;

          7.1.8 There is presently no suit, action, proceeding or other claim
          pending or threatened, against SNAP2, or, to the best of SNAP2's
          knowledge, any third party, nor, to SNAP2's knowledge, does any fact
          exist which may be the basis of any such action, suit, proceeding or
          other claim, with respect to this Agreement or the Work Product or
          which could have a material adverse effect on the business or
          operations of SNAP2;

          7.1.9 To SNAP2's knowledge, there are and will be no liens, claims or
          encumbrances against the Work Product which would derogate from or be
          inconsistent with any of the rights and licenses granted to MICROSOFT
          hereunder; and

          7.2.0 The Work Product will not contain any virus, worm, "Trojan
          horse" or other code or material that will, upon the occurrence of an
          event, the passage of time, or otherwise, delete or alter any data or
          impair the operation of any computer system or any equipment or
          software thereon, or permit any unauthorized access to any such
          system, equipment or software.


                                     Page 9
<PAGE>

     7.2 MICROSOFT. MICROSOFT warrants and represents that it has the full power
     to enter into this Agreement and grant the license rights set forth herein

     7.3 DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED ABOVE, NEITHER PARTY MAKES
     ANY WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED
     WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
     NONINFRINGEMENT, WITH RESPECT TO ITS PERFORMANCE UNDER THIS AGREEMENT OR
     ANY SOFTWARE, HARDWARE OR OTHER MATERIALS PROVIDED TO THE OTHER PARTY IN
     CONNECTION WITH THIS AGREEMENT, AND THE ENTIRE RISK AS TO EACH PARTY'S
     PERFORMANCE AND ANY SOFTWARE, HARDWARE OR OTHER MATERIALS PROVIDED TO THE
     OTHER PARTY IS ASSUMED BY THE OTHER PARTY.

8.   INDEMNITY

     8.1 Indemnity.

          8.1.1 Except as covered in Section 8.1.4, SNAP2 shall, at its expense,
          defend, indemnify and hold harmless MICROSOFT and MICROSOFT's
          subsidiaries, affiliates, directors, officers, employees, agents and
          independent contractors from any and all costs, damages, liabilities
          and fees reasonably incurred by MICROSOFT, including but not limited
          to fees of attorneys and other professionals, with respect to any
          claim or action arising out of or in any way related to a breach by
          SNAP2 of this Agreement, including without limitation of the
          warranties and representations set forth in Section 7 above. MICROSOFT
          shall provide SNAP2 reasonably prompt notice in writing of any such
          claim or action and shall permit SNAP2, through counsel mutually
          acceptable to MICROSOFT and SNAP2, to answer and defend such claim or
          action; provided that any MICROSOFT delay in providing notice to SNAP2
          shall not affect the provisions of this section, except to the extent
          that such delay causes material prejudice to SNAP2. MICROSOFT shall
          provide SNAP2 information, assistance and authority, at SNAP2's
          expense and reasonable request, to help SNAP2 defend such claim or
          action. SNAP2 will not be responsible for any settlement made by
          MICROSOFT without SNAP2's written permission, which permission will
          not be unreasonably withheld or delayed.

          8.1.2 MICROSOFT shall have the right to employ separate counsel and
          participate in the defense of any claim or action. SNAP2 shall
          reimburse MICROSOFT upon demand for any payments made or losses
          suffered by it at any time after the date hereof, based upon the
          judgment of any court of competent jurisdiction or pursuant to a bona
          fide compromise or settlement of claims, demands, or actions, in
          respect to any damages related to any claim or action under this
          Section 8.

          8.1.3 SNAP2 may not settle any claim or action under this Section 8 on
          MICROSOFT'S behalf without first obtaining MICROSOFT'S written
          permission, which permission will not be unreasonably withheld or
          delayed. In the event MICROSOFT and SNAP2 agree to settle a claim or
          action, SNAP2 agrees not to publicize the settlement without first
          obtaining MICROSOFT's written permission, which permission will not be
          unreasonably withheld or delayed.

          8.1.4 MICROSOFT shall, at its expense, defend SNAP2, SNAP2's
          subsidiaries, affiliates, directors, officers, employees, agents, and
          independent contractors from any and all costs,


                                    Page 10
<PAGE>

          damages, liabilities, and fees reasonably incurred by SNAP2, including
          but not limited to fees of attorneys with respect to any claim or
          action brought against any of the indemnified parties to the extent it
          is based upon a claim that SNAP2's use of the Source Code or other
          materials provided by MICROSOFT to SNAP2 hereunder as authorized under
          this Agreement infringes or violates any third party copyright,
          patent, trade secret or other third party proprietary right; provided
          that: (i) SNAP2 provides MICROSOFT reasonably prompt notice in writing
          of any such claim or action and permits MICROSOFT through counsel,
          mutually acceptable to MICROSOFT and SNAP2, to answer and defend such
          claim or action and (ii) SNAP2 provides MICROSOFT, at MICROSOFT's
          reasonable request, with information, assistance and authority, at
          MICROSOFT's expense with respect to actual and out of pocket expenses
          and otherwise at SNAP2's expense, to help MICROSOFT to defend such
          claim or action.

     8.2 Duty to Correct. Notwithstanding anything to the contrary in Section
     8.1, should the Work Product or any portion thereof be held to constitute
     an infringement covered by Section 8.1.1, and use of the Work Product or
     any portion thereof as contemplated by this Agreement be enjoined or be
     threatened to be enjoined, SNAP2 shall notify MICROSOFT and immediately, at
     SNAP2' expense: (i) procure for MICROSOFT the right to continue use, sale,
     and marketing of the Work Product, or portion thereof, as applicable; or
     (ii) replace or modify the Work Product, or portion thereof, with a version
     that is non-infringing, provided that the replacement or modified version
     meets the specifications in the applicable Work Plan to MICROSOFT's
     satisfaction. If (i) or (ii) are not reasonably available to SNAP2, in
     addition to any damages or expenses reimbursed under Section 8.1, SNAP2
     shall refund to MICROSOFT all amounts paid to SNAP2 by MICROSOFT under such
     applicable Work Plan.

9.   TERM AND TERMINATION

     9.1  Term. The term of this Agreement shall run for a period of one year
          from the Effective Date ("Term"), unless earlier terminated as set
          forth below.

     9.2  Early termination. This Agreement may be terminated prior to the
          completion of the Term in accordance with the following provisions:

          9.2.1 Termination By Either Party For Cause. Either party may suspend
                performance and/or terminate this Agreement immediately upon
                written notice at any time if:

                    9.2.1.1   The other party is in material breach of any
                              material warranty, term, condition or covenant of
                              this Agreement, other than those referenced in
                              Section 6, and fails to cure that breach within
                              thirty (30) days after written notice thereof; or

                    9.2.1.2   The other party is in material breach of any
                              confidentiality obligation referenced in Section
                              6.

          In the event of a termination for cause by MICROSOFT, MICROSOFT shall
          only pay SNAP2 for those Services actually performed with respect to
          Work Product accepted by MICROSOFT prior to the date of such
          termination, at the hourly rate set forth in Section 3.1.

          9.2.2 [Confidential Treatment has been requested for this portion of
                this Exhibit]

     9.3 Effect of Termination. In the event of expiration of this Agreement,
     Section 3 (with respect to payment for Services completed prior to
     expiration or termination) shall survive expiration. Sections


                                    Page 11
<PAGE>

     4.1 - 4.4, 4.7 - 4.8, 5, 6, 7, 8, 9.3, 10 and 11 shall survive termination
     or expiration of the Agreement for any reason. Neither party shall be
     liable nor owe any compensation to the other solely by reason of exercising
     the right to terminate granted by this provision. MICROSOFT shall retain
     any and all Work Product (including without limitation all Deliverables)
     existing in whatever form at the termination or expiration of this
     Agreement (including any applicable documentation) with rights as set forth
     in Section 4.

10.  LIMITATION OF LIABILITIES

     WITH THE EXCEPTION OF ANY BREACH OF SECTIONS 4.5 OR 4.6, OR ANY LIABILITY
INCURRED BY EITHER PARTY WITH RESPECT TO ITS OBLIGATIONS UNDER OR REFERENCED IN
SECTIONS 6 OR 8, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.

11.  GENERAL

     11.1 Notices. All notices and requests in connection with this Agreement
     shall be deemed given as of the day they are received either by messenger,
     delivery service, or in the United States of America mails, postage
     prepaid, certified or registered, return receipt requested, and addressed
     as follows:

     To SNAP2:                          To MICROSOFT:

     SNAP2 CORPORATION                  MICROSOFT CORPORATION
     10641 Justin Drive                 1065 La Avenida
     Des Moines, Iowa 50322             Mountain View, CA  94043
     Steve Johnson                      Attention:
     Phone:  (515)331-0560 x223         Phone:
     Fax:    (515)331-3901              Fax:

                                        Copy to:  Law & Corporate Affairs
                                        Fax:     (650) 693-2782

     or to such other addresses as a party may designate pursuant to this notice
     provision.

     11.2 Independent Contractors. SNAP2 is an independent contractor for
     MICROSOFT, and nothing in this Agreement shall be construed as creating an
     employer-employee relationship, a partnership, or a joint venture between
     the parties.

     11.3 Taxes.

          (a) The amounts paid by MICROSOFT to SNAP2 herein do not include any
     foreign, U.S. federal, state, local, municipal or other governmental taxes,
     duties, levies, fees, excises or tariffs, arising as a result of or in
     connection with the transactions contemplated under this Agreement
     including, without limitation, (i) any state or local sales or use taxes
     now or hereafter imposed on the provision of goods and services to
     MICROSOFT by SNAP2 under this Agreement, (ii) taxes imposed or based on or
     with respect to or measured by any net or gross income or receipts of
     SNAP2, (iii) any franchise taxes, taxes on doing business, gross receipts
     taxes or capital stock taxes (including any minimum taxes and taxes
     measured by any item of tax preference), (iv) any taxes imposed or assessed
     after the date upon which this Agreement is terminated, (v) taxes based
     upon or imposed with


                                    Page 12
<PAGE>

     reference to SNAP2' real and/or personal property ownership and (vi) any
     taxes similar to or in the nature of those taxes described in (i), (ii),
     (iii), (iv) or (v) above, now or hereafter imposed on SNAP2 (or any third
     parties with which SNAP2 is permitted to enter into agreements relating to
     its undertakings hereunder) (all such amounts, together with any penalties,
     interest or any additions thereto, collectively "Taxes"). MICROSOFT is not
     liable for any Taxes incurred in connection with or related to the sale of
     goods and services under this Agreement, and all such Taxes shall be the
     financial responsibility of SNAP2, provided that MICROSOFT shall pay to
     SNAP2 Collected Taxes in accordance with subsection (b) below. SNAP2 agrees
     to indemnify, defend and hold MICROSOFT harmless from any Taxes (other than
     Collected Taxes) or claims, causes of action, costs (including, without
     limitation, reasonable attorneys' fees) and any other liabilities of any
     nature whatsoever related to such Taxes.

          (b) Any sales or use taxes described in (a)(i) above that (i) are owed
     by MICROSOFT solely as a result of entering into this Agreement and the
     payment of the fees hereunder, (ii) are required to be collected from
     MICROSOFT by SNAP2 under applicable law, and (iii) are based solely upon
     the amounts payable under this Agreement (such taxes the "Collected
     Taxes"), shall be stated separately as applicable on SNAP2' invoices, and,
     if payment under such invoices is approved by MICROSOFT, SNAP2 shall remit
     to MICROSOFT official tax receipts indicating that such Collected Taxes
     have been paid by SNAP2. MICROSOFT may provide to SNAP2 an exemption
     certificate (including without limitation a resale certificate) in which
     case SNAP2 shall not collect the taxes covered by such certificate. SNAP2
     agrees to take such steps as are requested by MICROSOFT to minimize such
     Collected Taxes in accordance with all relevant laws and to cooperate with
     and assist MICROSOFT, at MICROSOFT's request, in challenging the validity
     of any Collected Taxes or taxes otherwise paid by MICROSOFT. SNAP2 shall
     indemnify and hold MICROSOFT harmless from any Collected Taxes, penalties,
     interest, or additions to tax arising from amounts paid by MICROSOFT to
     SNAP2 under this Agreement, that are asserted or assessed against MICROSOFT
     to the extent such amounts relate to amounts that have already been paid to
     or collected by SNAP2 from MICROSOFT under this section. If any taxing
     authority refunds any tax to SNAP2 which MICROSOFT originally paid to
     SNAP2, or SNAP2 otherwise becomes aware that any tax was incorrectly and/or
     erroneously collected from MICROSOFT, or SNAP2 otherwise receives an
     economic benefit (such as an audit offset) as the result of incorrectly
     and/or erroneously receiving Collected Taxes from MICROSOFT, then SNAP2
     shall promptly remit to MICROSOFT an amount equal to such refund, incorrect
     collection or tax benefit as the case may be plus any interest thereon.

          (c) If any taxes are required to be withheld on payments made by
     MICROSOFT to SNAP2 by any U.S. (state or federal), Canadian (federal or
     provincial) or foreign government, MICROSOFT may deduct such taxes from the
     amount owed SNAP2 and pay them to the appropriate taxing authority.
     MICROSOFT will use reasonable efforts to secure and deliver to SNAP2 an
     official receipt for any taxes withheld. Upon request by SNAP2, MICROSOFT
     will use reasonable efforts to minimize such taxes to the extent
     permissible under applicable law.

          (d) This tax section shall govern the treatment of all taxes arising
     as a result of or in connection with this Agreement notwithstanding any
     other section of this Agreement.

     11.4 Governing Law. This Agreement shall be governed by the laws of the
     State of California as though entered into between California residents and
     to be performed entirely within the State of California, and SNAP2 consents
     to non-exclusive jurisdiction and venue in the state and federal courts
     sitting in Santa Clara County of the State of California. In any action or
     suit to enforce any right or remedy under this Agreement or to interpret
     any provision of this Agreement, the prevailing party shall be entitled to
     recover its costs, including reasonable attorneys' fees.


                                    Page 13
<PAGE>

     11.5 Assignment. This Agreement shall be binding upon and inure to the
     benefit of each party's respective successors and lawful assigns; provided,
     however, that SNAP2 may not assign this Agreement, in whole or in part,
     without the prior written approval of MICROSOFT, which shall not be
     unreasonably delayed, conditioned, or withheld.

     11.6 Construction. Should a court of competent jurisdiction find any
     provision of this Agreement, or portion hereof, to be unenforceable, that
     provision of the Agreement will be enforced to the maximum extent
     permissible so as to effect the intent of the parties, and the remainder of
     this Agreement will continue in full force and effect. Failure by either
     party to enforce any provision of this Agreement will not be deemed a
     waiver of future enforcement of that or any other provision. This Agreement
     has been negotiated by the parties and their respective counsel and will be
     interpreted fairly in accordance with its terms and without any strict
     construction in favor or against either party.

     11.7 Force Majeure. This Agreement and the parties' performances hereunder
     are subject to all contingencies beyond the reasonable control of the
     parties (whether or not now in the contemplation of either of the parties),
     including, but not limited to, force majeure; strikes; labor disputes;
     floods; civil commotion; war; riot; acts of God; rules, laws, orders,
     restrictions, embargoes, quotas or actions of any government, foreign or
     domestic, or any agency or subdivision thereof; casualties; fires;
     earthquakes; accidents; shortages of transportation facilities; detention
     of goods and merchandise by customs authorities; loss of goods and
     merchandise in pubic or private warehouses; or other casualty or
     contingency beyond the reasonable control of the parties or otherwise
     unavoidable.

     11.8 Entire Agreement. This Agreement does not constitute an offer by
     MICROSOFT and it shall not be effective until signed by both parties. This
     Agreement constitutes the entire agreement between the parties with respect
     to the Services and all other subject matter hereof and merges all prior
     and contemporaneous communications, and supersedes all prior agreements
     between the parties regarding the subject matter of this Agreement. This
     Agreement shall not be modified except by a written agreement dated
     subsequent to the date of this Agreement and signed on behalf of SNAP2 and
     MICROSOFT by their respective duly authorized representatives.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above. All signed copies of this Agreement shall be deemed originals.
This Agreement shall be effective upon execution on behalf of SNAP2 and
MICROSOFT by their duly authorized representatives.

MICROSOFT CORPORATION                      SNAP2 CORPORATION

/S/  Mark Looi                             /S/ M. Marcus Malinak
-------------------------------------      -------------------------------------
By                                         By
Mark Looi                                  M. Marcus Malinak
-------------------------------------      -------------------------------------
Name (Print)                               Name (Print)
General Manager, MSN TV                    V.P. Sales
-------------------------------------      -------------------------------------
Title                                      Title
9/6/01                                     7/31/01
-------------------------------------      -------------------------------------
Date                                       Date


                                    Page 14
<PAGE>

                                    EXHIBIT A

                              WORK PLANS (TEMPLATE)

                                   SAMPLE ONLY

This Exhibit is made pursuant to that certain Master Consulting Agreement dated
August 1, 2001 by and between SNAP2 CORPORATION ("SNAP2") and MICROSOFT
CORPORATION ("MICROSOFT").

A.   Project:

B.   Project Description:

C.   Maximum payable amount for Project:

------------------------------------------------------------------
Rate          Start     End         Hours      Total Payment
------------------------------------------------------------------

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

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

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

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

------------------------------------------------------------------
Total                                                 $
                                                       ----------

D.   Additional IP Accessed:

E.   Expected staffing level requirements:

F.   Special Terms:

These Special Terms are intended by the parties to amend, modify and supersede
to the extent of any inconsistencies, the provisions of the main Agreement
solely with regard to this Work Plan (including the Services performed and the
Work Product developed with respect to this Work Plan).

[insert special terms if any]

This Exhibit shall be attached to and incorporated into the Agreement, and,
except as provided above, is subject to all the terms and conditions of the
Agreement.

MICROSOFT CORPORATION                             SNAP2 CORPORATION

                    SAMPLE ONLY. NOT FOR SIGNATURE PURPOSES.

----------------------------------        --------------------------------------
By (Sign)                                 By (Sign)

----------------------------------        --------------------------------------
Name (Print)                              Name (Print)

----------------------------------        --------------------------------------
Title                                     Title

----------------------------------        --------------------------------------
Date                                      Date


                                    Page 15
<PAGE>

                                Amendment One to
                           Master Consulting Agreement
                                     between
                   SNAP2 CORPORATION and MICROSOFT CORPORATION

     This Amendment One ("Amendment One") to the Master Consulting Agreement is
made and entered into by and between MICROSOFT CORPORATION, a Washington
corporation ("MICROSOFT") and SNAP2 CORPORATION ("SNAP2"), to be effective as of
August 13, 2001 (the "Effective Date").

                                    Recitals

     WHEREAS, MICROSOFT and SNAP2 have entered into that certain Master
Consulting Agreement dated August 1, 2001 the ("Agreement"); and

     WHEREAS, the parties desire to amend the Agreement as set forth in this
Amendment One.

     NOW, THEREFORE, in consideration of the mutual obligations in this
Amendment One and for other good consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:

1.   Section 1, Definitions, is hereby amended to include the following new
     definition:

     "Hardware Reference Kit" or "HRK" shall mean any Microsoft or WNI hardware
     reference kit for any of the TV Products or Test Hardware, including
     related documentation and information, that are provided by MICROSOFT to
     SNAP2, and described in the applicable Work Plan, for the limited purpose
     of providing the Services pursuant to this Agreement.

2.   Section 4, Rights, is hereby amended by renumbering the existing Sections
     4.7, 4.8, and 4.9 as 4.8, 4.9, and 4.10 respectively.

3.   Section 4 is further amended by inserting a new Section 4.7 as follows:

     4.7 Hardware Reference Kit License Grant. MICROSOFT hereby grants to SNAP2
     a personal, non-exclusive, non-transferable, non-assignable license during
     the Term of this Agreement to use the Hardware Reference Kit for the sole
     purpose of providing the Services pursuant to this Agreement. SNAP2 shall
     not use the HRK for any purpose other than for the reference and
     development of the Work Product pursuant to the terms of this Agreement.
     The Hardware Reference Kit provided hereunder shall be considered
     Confidential Information and, therefore, shall be subject to the terms and
     conditions of Section 6 of this Agreement. SNAP2 may disclose the Hardware
     Reference Kit only to SNAP2's employees and any independent contractors
     that MICROSOFT has approved in writing in advance, and only on a
     need-to-know basis. SNAP2 shall execute appropriate written agreements with
     its employees and approved independent contractors sufficient to enable it
     to comply with all the provisions of this Agreement, including
     non-disclosure and assignment of rights. SNAP2 may not disclose,
     distribute, or disseminate the HRK to third parties without the written
     permission of Microsoft in each instance.

4.   The re-numbered Section 4.8 shall be deleted and replaced in its entirety
     as follows:

     4.8 Return of Materials. Upon the termination of this Agreement as provided
     in Section 9, SNAP2 shall return all copies of the Source Code, Test
     Hardware, and Hardware Reference Kit and


                                    Page 16
<PAGE>

     MICROSOFT Confidential Information in SNAP2's possession or under its
     control within ten (10) days following the termination date. SNAP2 shall
     take all necessary steps to ensure that electronic copies of such Source
     Code, Test Hardware, Hardware Reference Kit and Confidential Information
     are not retained by SNAP2, its employees, or any authorized independent
     contractors. SNAP2 shall provide a declaration signed by an officer of
     SNAP2 attesting that all copies of the Source Code, Test Hardware, Hardware
     Reference Kit, Confidential Information and related materials (including
     portions or derivative works thereof) have been returned to MICROSOFT
     and/or destroyed.

5.   The re-numbered Section 4.10 shall be deleted and replaced in its entirety
     as follows:

     4.10 No Other Rights. SNAP2 agrees that this Agreement does not grant to it
     any rights other than the rights expressly granted in this Section 4 which
     may be used solely for the limited purposes set forth herein. Under no
     circumstances will the license grants set forth in this Section 4 be
     construed as granting, by implication, estoppel or otherwise, a license to
     any MICROSOFT technology other than the Source Code, Test Hardware, and
     Hardware Reference Kit. All rights not expressly granted herein are
     expressly reserved by MICROSOFT.

6.   Section 8.1.4 shall be deleted and replaced in its entirety as follows:

     8.1.4 MICROSOFT shall, at its expense, defend SNAP2, SNAP2's subsidiaries,
     affiliates, directors, officers, employees, agents, and independent
     contractors from any and all costs, damages, liabilities, and fees
     reasonably incurred by SNAP2, including but not limited to fees of
     attorneys with respect to any claim or action brought against any of the
     indemnified parties to the extent it is based upon a claim that SNAP2's use
     of the Source Code, Hardware Reference Kit or other materials provided by
     MICROSOFT to SNAP2 hereunder as authorized under this Agreement infringes
     or violates any third party copyright, patent, trade secret or other third
     party proprietary right; provided that: (i) SNAP2 provides MICROSOFT
     reasonably prompt notice in writing of any such claim or action and permits
     MICROSOFT through counsel, mutually acceptable to MICROSOFT and SNAP2, to
     answer and defend such claim or action and (ii) SNAP2 provides MICROSOFT,
     at MICROSOFT's reasonable request, with information, assistance and
     authority, at MICROSOFT's expense with respect to actual and out of pocket
     expenses and otherwise at SNAP2's expense, to help MICROSOFT to defend such
     claim or action.

     Except as expressly modified herein, all terms and conditions of the
Agreement are hereby ratified, confirmed and approved and shall remain in full
force and effect. In the event of any conflict or inconsistency between this
Amendment One and the Agreement, this Amendment One shall govern.

     IN WITNESS WHEREOF, the parties have caused this Amendment One to be
executed by their duly authorized representatives.

MICROSOFT CORPORATION                  SNAP2 CORPORATION

/S/  Mark Looi                         /S/ M. Marcus Malinak
---------------------------------      -----------------------------------
By                                     By
Mark Looi                              M. Marcus Malinak
---------------------------------      -----------------------------------
Name (Print)                           Name (Print)
General Manager, MSN TV                V.P. Sales
---------------------------------      -----------------------------------
Title                                  Title
9/6/01                                 8/13/01
---------------------------------      -----------------------------------
Date                                   Date


                                    Page 17
<PAGE>

                                   EXHIBIT A-1

                                    WORK PLAN

This Exhibit is made pursuant to that certain Master Consulting Agreement dated
August 1, 2001 by and between SNAP2 CORPORATION ("SNAP2") and MICROSOFT
CORPORATION ("MICROSOFT").

[Confidential Treatment has been requested for this portion of this Exhibit]

This Exhibit shall be attached to and incorporated into the Agreement, and,
except as provided above, is subject to all the terms and conditions of the
Agreement.

MICROSOFT CORPORATION                     SNAP2 CORPORATION


/S/  Mark Looi                            /S/ M. Marcus Malinak
---------------------------------         ----------------------------------
By                                        By
Mark Looi                                 M. Marcus Malinak
---------------------------------         ----------------------------------
Name (Print)                              Name (Print)
General Manager, MSN TV                   V.P. Sales
---------------------------------         ----------------------------------
Title                                     Title
9/6/01                                    8/01/01
---------------------------------         ----------------------------------
Date                                      Date


                                    Page 18
<PAGE>

                                   EXHIBIT A-2

                                    WORK PLAN

This Exhibit is made pursuant to that certain Master Consulting Agreement dated
August 1, 2001 by and between SNAP2 CORPORATION ("SNAP2") and MICROSOFT
CORPORATION ("MICROSOFT").

[Confidential Treatment has been requested for this portion of this Exhibit]

This Exhibit shall be attached to and incorporated into the Agreement, and,
except as provided above, is subject to all the terms and conditions of the
Agreement.

MICROSOFT CORPORATION                    SNAP2 CORPORATION

/S/  Mark Looi                           /S/ M. Marcus Malinak
---------------------------------        ----------------------------------
By                                       By
Mark Looi                                M. Marcus Malinak
---------------------------------        ----------------------------------
Name (Print)                             Name (Print)
General Manager, MSN TV                  V.P. Sales
---------------------------------        ----------------------------------
Title                                    Title
9/6/01                                   8/1/01
---------------------------------        ----------------------------------
Date                                     Date


                                    Page 19
<PAGE>


                                   EXHIBIT A-3

                                    WORK PLAN

This Exhibit is made pursuant to that certain Master Consulting Agreement dated
August 1, 2001 by and between SNAP2 CORPORATION ("SNAP2") and MICROSOFT
CORPORATION ("MICROSOFT").

[Confidential Treatment has been requested for this portion of this Exhibit]

This Exhibit shall be attached to and incorporated into the Agreement, and,
except as provided above, is subject to all the terms and conditions of the
Agreement.

MICROSOFT CORPORATION                    SNAP2 CORPORATION

/S/  Mark Looi                           /S/ M. Marcus Malinak
-----------------------------------      -----------------------------------
By                                       By
Mark Looi                                M. Marcus Malinak
-----------------------------------      -----------------------------------
Name (Print)                             Name (Print)
General Manager, MSN TV                  V.P. Sales
-----------------------------------      -----------------------------------
Title                                    Title
9/6/01                                   8/1/01
-----------------------------------      -----------------------------------
Date                                     Date


                                     Page 20