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                                                                   Exhibit 2.1






                            AGREEMENT AND PLAN OF MERGER


                           DATED AS OF NOVEMBER 23, 1998


                                    BY AND AMONG


                                AMERICA ONLINE, INC.


                              APOLLO ACQUISITION CORP.


                                        AND


                        NETSCAPE COMMUNICATIONS CORPORATION


<PAGE>

                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page

                                     ARTICLE I
                                    DEFINITIONS
<S>                                                                          <C>
Section 1      Defined Terms.  . . . . . . . . . . . . . . . . . . . . . . . .2

                                     ARTICLE II
                                  TERMS OF MERGER

Section 2.1    Statutory Merger. . . . . . . . . . . . . . . . . . . . . . . .7
Section 2.2    Effective Time. . . . . . . . . . . . . . . . . . . . . . . . .7
Section 2.3    Certificate of Incorporation; Bylaws. . . . . . . . . . . . . .7
Section 2.4    Directors and Officers. . . . . . . . . . . . . . . . . . . . .8

                                    ARTICLE III
               CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

Section 3.1    Merger Consideration; Conversion and Cancellation
               of Securities . . . . . . . . . . . . . . . . . . . . . . . . .8
Section 3.2    Exchange of Certificates. . . . . . . . . . . . . . . . . . . .9
Section 3.3    Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.4    Stock Transfer Books. . . . . . . . . . . . . . . . . . . . . 12

                                     ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1    Organization and Qualification; Subsidiaries. . . . . . . . . 13
Section 4.2    Certificate of Incorporation; Bylaws. . . . . . . . . . . . . 13
Section 4.3    Capitalization. . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.4    Authorization of Agreement. . . . . . . . . . . . . . . . . . 14
Section 4.5    Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4.6    No Violation. . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4.7    Reports; Financial Statements . . . . . . . . . . . . . . . . 16
Section 4.8    No Undisclosed Liabilities. . . . . . . . . . . . . . . . . . 16
Section 4.9    Absence of Certain Changes or Events. . . . . . . . . . . . . 16
Section 4.10   Title to Properties . . . . . . . . . . . . . . . . . . . . . 17
Section 4.11   Material Contracts. . . . . . . . . . . . . . . . . . . . . . 17
Section 4.12   Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 4.13   Permits; Compliance . . . . . . . . . . . . . . . . . . . . . 18
Section 4.14   Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.15   Compliance with Laws. . . . . . . . . . . . . . . . . . . . . 18

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Section 4.16   Registration Statement; Proxy Statement/Prospectus. . . . . . 18
Section 4.17   Employee Benefit Plans. . . . . . . . . . . . . . . . . . . . 19
Section 4.18   Taxes.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.19   Environmental Laws and Regulations. . . . . . . . . . . . . . 21
Section 4.20   Intellectual Property . . . . . . . . . . . . . . . . . . . . 22
Section 4.21   Pooling; Tax Matters. . . . . . . . . . . . . . . . . . . . . 24
Section 4.22   Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 4.23   Certain Business Practices. . . . . . . . . . . . . . . . . . 25
Section 4.24   Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.25   Opinion of Financial Advisor. . . . . . . . . . . . . . . . . 25
Section 4.26   Interest Rate and Foreign Exchange Contracts. . . . . . . . . 25
Section 4.27   Company Rights Agreement. . . . . . . . . . . . . . . . . . . 25

                                     ARTICLE V
              REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANIES

Section 5.1    Organization and Qualification; Subsidiaries. . . . . . . . . 26
Section 5.2    Certificate of Incorporation; Bylaws. . . . . . . . . . . . . 26
Section 5.3    Capitalization. . . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.4    Authorization of Agreement. . . . . . . . . . . . . . . . . . 27
Section 5.5    Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.6    No Violation. . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.7    Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.8    Absence of Certain Changes or Events. . . . . . . . . . . . . 28
Section 5.9    Registration Statement; Proxy Statement/Prospectus. . . . . . 29
Section 5.10   Pooling; Tax Matters. . . . . . . . . . . . . . . . . . . . . 29
Section 5.11   Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . 29

                                     ARTICLE VI
                   COVENANTS RELATING TO THE CONDUCT OF BUSINESS

Section 6      Conduct of Business of the Company. . . . . . . . . . . . . . 29

                                    ARTICLE VII
                               ADDITIONAL AGREEMENTS

Section 7.1    No Solicitation . . . . . . . . . . . . . . . . . . . . . . . 33
Section 7.2    Access and Information. . . . . . . . . . . . . . . . . . . . 34
Section 7.3    Meeting of Stockholders . . . . . . . . . . . . . . . . . . . 35
Section 7.4    Registration Statement; Proxy Statement . . . . . . . . . . . 35
Section 7.5    Appropriate Action; Consents; Filings . . . . . . . . . . . . 36
Section 7.6    Affiliates; Pooling; Tax Treatment. . . . . . . . . . . . . . 37

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<PAGE>

Section 7.7    Public Announcements. . . . . . . . . . . . . . . . . . . . . 38
Section 7.8    Stock Exchange Listing. . . . . . . . . . . . . . . . . . . . 39
Section 7.9    Employee Benefit Plans. . . . . . . . . . . . . . . . . . . . 39
Section 7.10   Indemnification of Directors and Officers; Directors &
               Officers Insurance. . . . . . . . . . . . . . . . . . . . . . 40
Section 7.11   Event Notices . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 7.12   Assumption of Obligations to Issue Stock. . . . . . . . . . . 41
Section 7.13   Conveyance Taxes. . . . . . . . . . . . . . . . . . . . . . . 42
Section 7.14   Voting Agreement. . . . . . . . . . . . . . . . . . . . . . . 42
Section 7.15   Option Agreement. . . . . . . . . . . . . . . . . . . . . . . 42
Section 7.16   Rights Agreement. . . . . . . . . . . . . . . . . . . . . . . 42
Section 7.17   Reasonable Efforts and Further Assurances . . . . . . . . . . 42

                                    ARTICLE VIII
                                 CLOSING CONDITIONS

Section 8.1    Conditions to Obligations of Each Party Under This
               Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 8.2    Additional Conditions to Obligations of the Acquiror
               Companies . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 8.3    Additional Conditions to Obligations of the Company . . . . . 46

                                     ARTICLE IX
                        TERMINATION, AMENDMENT AND EXPENSES

Section 9.1    Termination . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 9.2    Effect of Termination . . . . . . . . . . . . . . . . . . . . 48
Section 9.3    Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 9.4    Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 9.5    Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 49

                                     ARTICLE X
                                 GENERAL PROVISIONS

Section 10.1   Interpretation. . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.2   Effectiveness of Representations, Warranties and
               Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.3   Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 10.4   Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.5   Severability. . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.6   Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.7   Assignment. . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.8   Parties in Interest . . . . . . . . . . . . . . . . . . . . . 52
Section 10.9   Failure or Indulgence Not Waiver;  Remedies Cumulative. . . . 52
Section 10.10  Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 10.11  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 53
</TABLE>

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<PAGE>

                                     ANNEXES

Annex A     Voting Agreement . . . . . . . . . . . . . . . . . . . . . . . A-1
Annex B     Stock Option Agreement . . . . . . . . . . . . . . . . . . . . B-1
Annex C     Affiliate's Agreement (Netscape Communications Corporation
              Affiliates). . . . . . . . . . . . . . . . . . . . . . . . . C-1
Annex D     Affiliate's Agreement (America Online, Inc. Affiliates). . . . D-1
Annex E     Form of Certificate of Officer of America Online, Inc. . . . . E-1
Annex F     Form of Certificate of Officer of Netscape Communications
              Corporation. . . . . . . . . . . . . . . . . . . . . . . . . F-1


               [Annexes A, B, C, D, E and F have been omitted]


                                       iv
<PAGE>

                            AGREEMENT AND PLAN OF MERGER


     THIS AGREEMENT AND PLAN OF MERGER, dated as of November 23, 1998 (this 
"Agreement"), is by and among America Online, Inc., a Delaware corporation 
("Acquiror"), Apollo Acquisition Corp., a Delaware corporation and a 
newly-formed wholly owned direct subsidiary of Acquiror ("Newco"), and 
Netscape Communications Corporation, a Delaware corporation (the "Company").  
Acquiror and Newco are sometimes referred to herein as the "Acquiror 
Companies".

                                     RECITALS:

     WHEREAS, the Boards of Directors of Acquiror, Newco and the Company deem 
it advisable and in the best interests of their respective companies and 
their respective stockholders to enter into a business combination by means 
of the merger of Newco with and into the Company under the terms of this 
Agreement and have approved and adopted this Agreement;

     WHEREAS, concurrently with the execution and delivery of this Agreement 
and as a condition and inducement to the willingness of Acquiror and Newco to 
enter into this Agreement, certain holders of common stock, par value $0.0001 
per share, of the Company have each entered into a Voting Agreement in the 
form attached hereto as Annex A (the "Voting Agreement") dated as of the date 
hereof pursuant to which such holders have agreed to vote their shares of 
Company Common Stock (as defined herein) in the manner set forth therein;

     WHEREAS, concurrently with the execution and delivery of this Agreement 
and as a condition and inducement to the willingness of Acquiror and Newco to 
enter into this Agreement, the Company has entered into a Stock Option 
Agreement dated as of the date hereof in the form attached hereto as Annex B 
(the "Option Agreement") granting Acquiror an irrevocable option to purchase 
from the Company up to a number of authorized but unissued shares 
representing 19.9% of the outstanding shares of Company Common Stock, upon 
the terms and subject to the conditions set forth therein;

     WHEREAS, upon the terms and subject to the conditions of this Agreement 
and in accordance with the Delaware General Corporation Law (the "DGCL"), 
Newco will merge with and into the Company (the "Merger") and the Company 
will survive (the "Surviving Corporation"); and

     WHEREAS, for United States federal income tax purposes, it is intended 
that the Merger will qualify as a reorganization within the meaning of 
Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), 
and that this Agreement shall be, and is hereby, adopted as a plan of 
reorganization for purposes of Section 368 of the Code.

                                       
<PAGE>


     NOW, THEREFORE, in consideration of the foregoing and the respective 
representations, warranties, covenants and agreements set forth in this 
Agreement, the parties hereto agree as follows:

                                     ARTICLE I

                                    DEFINITIONS

     Section 1    DEFINED TERMS.   For all purposes in this Agreement, the 
following terms shall have the respective meanings set forth in this Section 
1.

     "Acquiror Common Stock" will mean the common stock, par value $0.01 per 
share, of Acquiror and, unless the context requires otherwise, includes the 
associated Acquiror Rights.

     "Acquiror Rights" will mean rights to purchase shares of the preferred 
stock of Acquiror pursuant to that certain Rights Agreement, dated as of May 
12, 1998, between Acquiror and BankBoston, N.A., as Rights Agent.

     "Acquiror's Disclosure Schedule" will mean a schedule of even date 
herewith delivered by Acquiror to the Company concurrently with the execution 
of this Agreement, which, among other things, will identify exceptions to 
Acquiror's representations and warranties contained in Article V by specific 
section references.

     "Affiliate" will, with respect to any Person, mean any other Person that 
controls, is controlled by or is under common control with the former.

     "Agreement" will mean this Agreement and Plan of Merger made and entered 
into as of November 23, 1998 by and among Acquiror, Newco and the Company, 
including any amendments hereto and Schedules hereto (including Acquiror's 
Disclosure Schedule and the Company's Disclosure Schedules but excluding the 
Annexes hereto).

     "Business Day" will mean any day other than a day on which banks in the 
States of Virginia or California are authorized or obligated to be closed.

     "Business Segment" will mean either of the Company's two business 
segments: its Enterprise business segment and its Netcenter business segment.

     "Certificate of Merger" will have the meaning ascribed to such term in 
Section 2.2.

     "Closing" will mean a meeting, which will be held in accordance with 
Section 3.3, of all Persons interested in the transactions contemplated by 
this Agreement at which all documents necessary to evidence the fulfillment 
or waiver of all conditions precedent to the consummation of the transactions 
contemplated by this Agreement are executed and delivered.

                                       2
<PAGE>

     "Closing Date" will mean the date the Closing occurs.

     "Company Common Stock" will mean the common stock, par value $0.0001 per 
share, of the Company and, unless the context requires otherwise, includes 
the associated Company Rights.

     "Company Option Plans" will mean collectively the following stock option 
plans of the Company:  the Company's 1994 Stock Option Plan, as amended; the 
Company's 1995 Stock Plan; the Company's 1998 Stock Option Plan; the 
Company's 1995 Director Option Plan; the Collabra Software, Inc. 1993 
Incentive Stock Plan; the Insoft, Inc. 1993 Stock Option Plan; the Netcode 
Corp. 1996 Stock Plan; the DigitalStyle Corp. 1995 Stock Option/Stock 
Issuance Plan; the Portola Communications, Inc. 1996 Stock Option Plan; the 
Kiva Software Corp. 1995 Stock Option Plan; and the Mosaic Communications 
Corporation 1994 Stock Option Plan.

     "Company Rights" will mean rights to purchase shares of the preferred 
stock of the Company pursuant to the Company Rights Agreement.

     "Company Rights Agreement" will mean the agreement of the Company, 
entered into as of November 23, 1998 between the Company and BankBoston N.A., 
as Rights Agent.

     "Company Stockholders' Meeting" will have the meaning ascribed to such 
term in Section 4.16.

     "Company Stock Purchase Plan" will mean the Company's 1995 Employee 
Stock Purchase Plan.

     "Company's Disclosure Schedule" will mean a schedule of even date 
herewith delivered by the Company to the Acquiror Companies concurrently with 
the execution of this Agreement, which, among other things, will identify 
exceptions to the Company's representations and warranties contained in 
Article IV by specific section and subsection references.

     "Confidentiality Agreement" will mean the Confidential Non-Disclosure 
Agreement by and between Acquiror and the Company dated as of September 16, 
1998, as amended.

     "control" (including the terms "controlled," "controlled by" and "under 
common control with") will mean the possession, directly or indirectly or as 
trustee or executor, of the power to direct or cause the direction of the 
management or policies of a Person, whether through the ownership of stock or 
as trustee or executor, by contract or credit arrangement or otherwise.

     "Court" will mean any court or arbitration tribunal of the United 
States, any domestic state, or any foreign country, and any political 
subdivision thereof.

     "DGCL" will mean the Delaware General Corporation Law, as amended.

                                       3
<PAGE>

     "Effective Time" will mean the date and time of the completion of the 
filing of the Certificate of Merger with the Secretary of State of the State 
of Delaware in accordance with Section 2.2.

     "Environmental Claim" means any claim, action, cause of action, 
investigation or notice by any person or entity alleging potential liability 
(including, without limitation, potential liability for investigatory costs, 
cleanup costs, governmental response costs, natural resources damages, 
property damages, personal injuries, or penalties) arising out of, based on 
or resulting from (a) the presence, release or disposal of any Hazardous 
Materials at any location, whether or not owned or operated by the Company, 
or (b) circumstances forming the basis of any violation, or alleged 
violation, of any Environmental Law.

     "Environmental Law" will mean any Law pertaining to:  (i) the protection 
of health, safety and the indoor or outdoor environment; (ii) the 
conservation, management or use of natural resources and wildlife; (iii) the 
protection or use of surface water and ground water; (iv) the management, 
manufacture, possession, presence, use, generation, transportation, 
treatment, storage, disposal, release, threatened release, abatement, 
removal, remediation or handling of, or exposure to, any Hazardous Material; 
or (v) pollution (including any release to air, land, surface water and 
ground water); and includes, without limitation, the Comprehensive 
Environmental, Response, Compensation, and Liability Act of 1980, as amended, 
and the Regulations promulgated thereunder and the Solid Waste Disposal Act, 
as amended, 42 U.S.C. Section  6901 ET SEQ.

     "Exchange Act" will mean the Securities Exchange Act of 1934, as 
amended, and the Regulations promulgated thereunder.

     "Exchange Agent" will mean a bank or trust company organized under the 
Laws of the United States or any of the states thereof and having a net worth 
in excess of $100 million designated and appointed to act in the capacities 
required under Section 3.2.

     "Foreign Competition Laws" will mean foreign statutes, rules, 
Regulations, Orders, decrees, administrative and judicial directives, and 
other foreign Laws, that are designed or intended to prohibit, restrict or 
regulate actions having the purpose or effect of monopolization, lessening of 
competition or restraint of trade.

     "GAAP" will have the meaning ascribed to such term in Section 4.7(b).

     "Governmental Authority" will mean any governmental agency or authority 
(other than a Court) of the United States, any domestic state, or any foreign 
country, and any political subdivision or agency thereof, and will include 
any authority having governmental or quasi-governmental powers.

     "Hazardous Material" will mean any substance, chemical, compound, 
product, solid, gas, liquid, waste, by-product, pollutant, contaminant or 
material which is hazardous or toxic and is regulated under any Environmental 
Law, and includes without limitation, asbestos or any 

                                       4
<PAGE>

substance containing asbestos, polychlorinated biphenyls or petroleum 
(including crude oil or any fraction thereof).

     "Intellectual Property" will mean:  trademarks, service marks, trade 
names, URLs and Internet domain names, designs, slogans and general 
intangibles of like nature, together with all goodwill related to the 
foregoing (collectively, "Trademarks"); patents (including any registrations, 
continuations, continuations in part, renewals and applications for any of 
the foregoing); copyrights (including any registrations and applications 
therefor); computer software; databases; technology, trade secrets and other 
confidential information, know-how, proprietary processes, formulae, 
algorithms, models, user interfaces, customer lists, inventions, source 
codes, object codes, methodologies and, with respect to all of the foregoing, 
related confidential documentation (collectively, "Trade Secrets").

     "Knowledge" - an individual will be deemed to have "Knowledge" of a 
particular fact or other matter if (a) such individual is actually aware of 
such fact or other matter, or (b) such fact or matter is reflected in one or 
more documents (including e-mails) in such individual's files.  A Person 
(other than an individual) will be deemed to have "Knowledge" of a particular 
fact or other matter if any individual who on the date hereof is serving as a 
director, executive officer (including any Senior Vice President), in-house 
counsel, and, in the case of the Company, the Vice-President of Website 
Development, of such Person has Knowledge of such fact or other matter.

     "Law" will mean all laws, statutes, ordinances and Regulations of any 
Governmental Authority including all decisions of Courts having the effect of 
law.

     "Lien" will mean any mortgage, pledge, security interest, attachment, 
encumbrance, lien or charge of any kind (including any agreement to give any 
of the foregoing); PROVIDED, HOWEVER, that the term "Lien" shall not include 
(i) statutory liens for Taxes, which are not yet due and payable or are being 
contested in good faith by appropriate proceedings, (ii) statutory or common 
law liens to secure landlords, lessors or renters under leases or rental 
agreements confined to the premises rented, (iii) deposits or pledges made in 
connection with, or to secure payment of, workers' compensation, unemployment 
insurance, old age pension or other social security programs mandated under 
applicable Laws, (iv) statutory or common law liens in favor of carriers, 
warehousemen, mechanics and materialmen, to secure claims for labor, 
materials or supplies and other like liens, and (v) restrictions on transfer 
of securities imposed by applicable state and federal securities Laws.

     "Litigation" will mean any suit, action, arbitration, cause of action, 
claim, complaint, criminal prosecution, investigation, demand letter, 
governmental or other administrative proceeding, whether at law or at equity, 
before or by any Court or Governmental Authority or before any arbitrator.

     "Material Adverse Effect" will mean, with respect to a specified Person 
(including, for purposes of this definition as used in Section 4.9 and 
Section 8.2(a)(ii), a Business Segment), any change, event or effect that 
individually or in the aggregate (taking into account all other such 

                                       5
<PAGE>

changes, events or effects) has had, or would be reasonably likely to have, a 
material adverse effect on the consolidated business, results of operations, 
or financial condition of such Person and its Subsidiaries, if any, taken as 
a whole, except to the extent that any such change, event or effect is 
attributable to or results from (i) the direct effect of the public 
announcement or pendency of the transactions contemplated hereby on current 
or prospective customers or revenues of the Company, (ii) changes in general 
economic conditions or changes affecting the industry generally in which such 
Person operates or (iii) shareholder class action litigation arising from 
allegations of a breach of fiduciary duty relating to this Agreement; 
PROVIDED, HOWEVER, that with respect to clause (i) of this sentence, the 
Company shall bear the burden of proof in any proceeding before a Court with 
regard to establishing that any change, event or effect is attributable to or 
results from the direct effect of the public announcement or pendency of the 
transactions contemplated hereby.

     "Merger" will mean the merger of Newco with and into the Company 
provided for in this Agreement.

     "Newco" will mean Apollo Acquisition Corp., a newly-formed Delaware 
corporation and a wholly owned direct Subsidiary of Acquiror.

     "Order" will mean any judgment, order or decree of any Court or 
Governmental Authority.

     "Permit" will mean any and all permits, licenses, authorizations, 
Orders, certificates, registrations or other approvals granted by any 
Governmental Authority.

     "Person" will mean an individual, partnership, limited liability 
company, corporation, joint stock company, trust, estate, joint venture, 
association or unincorporated organization, or any other form of business or 
professional entity, but will not include a Governmental Authority.

     "Repurchase Rights" will mean the Company's rights to repurchase stock 
under any of the Company Option Plans pursuant to the terms of the applicable 
Company Option Plans.

     "Regulation" will mean any rule or regulation of any Governmental 
Authority having the effect of Law.

     "SEC" will mean the Securities and Exchange Commission.

     "Securities Act" will mean the Securities Act of 1933, as amended, and 
the Regulations promulgated thereunder.

     A "Subsidiary" of a specified Person will be any corporation, 
partnership, limited liability company, joint venture or other legal entity 
of which the specified Person (either alone or through or together with any 
other Subsidiary) owns, directly or indirectly, fifty percent (50%) or more 
of the stock or other equity or partnership interests the holders of which 
are generally 

                                       6
<PAGE>

entitled to vote for the election of the Board of Directors or other 
governing body of such corporation or other legal entity.

     "Tax Returns" will mean any declaration, return, report, schedule, 
certificate, statement or other similar document (including relating or 
supporting information) required to be filed with a Governmental Authority, 
or where none is required to be filed with a Governmental Authority, the 
statement or other document issued by a Governmental Authority in connection 
with any Tax, including, without limitation, any information return, claim 
for refund, amended return or declaration of estimated Tax.

     "Taxes" will mean any and all federal, state, local, foreign, 
provincial, territorial or other taxes, imposts, tariffs, fees, levies or 
other similar assessments or liabilities and other charges of any kind, 
including income taxes, ad valorem taxes, excise taxes, withholding taxes, 
stamp taxes or other taxes of or with respect to gross receipts, premiums, 
real property, personal property, windfall profits, sales, use, transfers, 
licensing, employment, social security, workers' compensation, unemployment, 
payroll and franchises imposed by or under any Law; and such terms will 
include any interest, fines, penalties, assessments or additions to tax 
resulting from, attributable to or incurred in connection with any such tax 
or any contest or dispute thereof.

                                     ARTICLE II

                                  TERMS OF MERGER

     Section 2.1  STATUTORY MERGER.  Subject to the terms and conditions and 
in reliance upon the representations, warranties, covenants and agreements 
contained herein, Newco will merge with and into the Company at the Effective 
Time.  The terms and conditions of the Merger and the mode of carrying the 
same into effect will be as set forth in this Agreement.  As a result of the 
Merger, the separate corporate existence of Newco will cease and the Company 
will continue as the Surviving Corporation and shall succeed to and assume 
all of the rights and obligations of Newco in accordance with the DGCL.  The 
Merger shall have the effect set forth in the DGCL.

     Section 2.2  EFFECTIVE TIME.  As soon as practicable after the 
satisfaction or, if permissible, waiver of the conditions set forth in 
Article VIII, the parties hereto will cause the Merger to be consummated by 
filing a certificate of merger (the "Certificate of Merger") with the 
Secretary of State of the State of Delaware, in such form as required by, and 
executed in accordance with the relevant provisions of, the DGCL.  The Merger 
shall become effective at the time at which the Certificate of Merger has 
been duly filed with the Secretary of State of the State of Delaware (the 
time the Merger becomes effective in accordance with the foregoing being 
referred to as the "Effective Time").

     Section 2.3  CERTIFICATE OF INCORPORATION; BYLAWS.  At the Effective 
Time, the certificate of incorporation of the Company shall be amended and 
restated by deleting its provisions and substituting therefore the provisions 
of the certificate of incorporation of Newco except that from and after the 
Effective Time Article First of the certificate of incorporation will read in 
its 

                                       7
<PAGE>

entirety substantially as follows:  The name of the corporation is "Netscape 
Communications Corporation."  At the Effective Time, the by-laws of Newco, as 
in effect immediately prior to the Effective Time, shall be the by-laws of 
the Surviving Corporation until thereafter amended as provided by Law and the 
certificate of incorporation of the Surviving Corporation and such by-laws.

     Section 2.4  DIRECTORS AND OFFICERS.  The directors of Newco 
immediately prior to the Effective Time will be the directors of the 
Surviving Corporation, each to hold office in accordance with the certificate 
of incorporation and by-laws of the Surviving Corporation, and the officers 
of the Company immediately prior to the Effective Time will be the officers 
of the Surviving Corporation, in each case until their respective successors 
are duly elected or appointed and qualify for such election.

                                      ARTICLE III

                 CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES

     Section 3.1  MERGER CONSIDERATION; CONVERSION AND CANCELLATION OF 
SECURITIES.  At the Effective Time, by virtue of the Merger and without any 
action on the part of the holders of any of the following securities:

          (a)  Subject to the other provisions of this Article III, each 
share of Company Common Stock issued and outstanding immediately prior to the 
Effective Time (excluding any Company Common Stock described in Section 
3.1(c)) will be converted into the right to receive 0.45 (the "Exchange 
Ratio") shares of Acquiror Common Stock (the "Merger Consideration").  
Notwithstanding the foregoing, if between the date of this Agreement and the 
Effective Time the outstanding shares of Acquiror Common Stock or Company 
Common Stock shall have been changed into a different number of shares or a 
different class, by reason of any stock dividend, subdivision, 
reclassification, recapitalization, split, conversion, consolidation, 
combination or exchange of shares, the Exchange Ratio will be correspondingly 
adjusted to reflect such stock dividend, subdivision, reclassification, 
recapitalization, split, conversion, consolidation, combination or exchange 
of shares.

          (b)  Subject to the other provisions of this Article III, all 
shares of Company Common Stock will, upon conversion thereof into shares of 
Acquiror Common Stock at the Effective Time, cease to be outstanding and will 
automatically be cancelled and retired, and each certificate previously 
evidencing Company Common Stock outstanding immediately prior to the 
Effective Time (other than Company Common Stock described in Section 3.1(c)) 
will thereafter represent only the right to receive (i) the number of whole 
shares of Acquiror Common Stock  and (ii) as provided in Section 3.2(e), cash 
in lieu of fractional shares into which the shares of Company Common Stock 
represented by such certificate have been converted pursuant to this Section 
3.1(b).  The holders of certificates previously evidencing Company Common 
Stock  will cease to have any rights with respect to such Company Common 
Stock except as otherwise provided herein or by Law.

                                       8
<PAGE>

          (c)  Notwithstanding any provision of this Agreement to the 
contrary, each share of Company Common Stock held in the treasury of the 
Company and each share of Company Common Stock, if any, owned by Acquiror or 
any direct or indirect wholly owned Subsidiary of Acquiror or of the Company 
immediately prior to the Effective Time will be cancelled.

          (d)  Each share of common stock, par value $.01 per share, of Newco 
issued and outstanding immediately prior to the Effective Time shall be 
converted into and become one fully paid and nonassessable share of common 
stock, par value $.01 per share, of the Surviving Corporation.

     Section 3.3    EXCHANGE OF CERTIFICATES.

          (a)  EXCHANGE FUND.  On the day of the Effective Time, Acquiror 
will deposit, or cause to be deposited, with the Exchange Agent, for the 
benefit of the former holders of Company Common Stock, for exchange in 
accordance with this Article III, through the Exchange Agent, certificates 
representing shares of Acquiror Common Stock issuable pursuant to Section 3.1 
in exchange for certificates representing Company Common Stock immediately 
prior to the Effective Time (such shares of Acquiror Common Stock so 
deposited, together with cash realized and held by the Exchange Agent for the 
benefit of such former holders of Company Common Stock in accordance with 
Section 3.2(e), being referred to as the "Exchange Fund").  Thereafter, 
Acquiror will deposit, or cause to be deposited, with the Exchange Agent, for 
the benefit of any former holders of Company Common Stock who have not yet 
surrendered their shares of Company Common Stock  for exchange, at the 
appropriate payment date, the amount of dividends or other distributions, 
with a record date after the Effective Time but prior to surrender, payable 
with respect to any shares of Acquiror Common Stock remaining in the Exchange 
Fund on such record date.  The Exchange Agent will, pursuant to irrevocable 
instructions from Acquiror, deliver Acquiror Common Stock and any such 
dividends or distributions related thereto, in exchange for certificates 
theretofore evidencing Company Common Stock surrendered to the Exchange Agent 
pursuant to Section 3.2(c).

          (b)  LETTER OF TRANSMITTAL.  Promptly after the Effective Time, 
Acquiror will cause the Exchange Agent to mail to each record holder of a 
certificate or certificates representing Company Common Stock immediately 
prior to the Effective Time (i) a letter of transmittal which shall specify 
that delivery shall be effected, and risk of loss and title to the 
certificates formerly representing Company Common Stock shall pass, only upon 
delivery of such certificates to the Exchange Agent and shall be in such form 
and have such other provisions, including appropriate provisions with respect 
to back-up withholding, as Acquiror may reasonably specify, and (ii) 
instructions for use in effecting the surrender of the certificates formerly 
representing Company Common Stock.  Upon surrender of a certificate formerly 
representing Company Common Stock for cancellation to the Exchange Agent, 
together with such letter of transmittal, duly executed and completed in 
accordance with the instructions thereto, the holder thereof shall be 
entitled to receive in exchange therefor that portion of the Exchange Fund 
which such holder has the right to receive pursuant to the provisions of this 
Article III, after giving effect to any required withholding Tax, and the 
certificate formerly 

                                       9
<PAGE>

representing Company Common Stock so surrendered shall forthwith be 
cancelled.  No interest will be paid or accrued on the cash to be paid which 
is in the Exchange Fund.

          (c)  EXCHANGE PROCEDURES.  Promptly after the Effective Time, the 
Exchange Agent will distribute to each former holder of Company Common Stock, 
upon surrender to the Exchange Agent for cancellation of one or more 
certificates, accompanied by a duly executed letter of transmittal that 
theretofore evidenced shares of Company Common Stock, certificates evidencing 
the appropriate number of shares of Acquiror Common Stock into which such 
shares of Company Common Stock were converted pursuant to the Merger and any 
dividends or distributions related thereto which such former holder of 
Company Common Stock is entitled to receive pursuant to the provisions of 
this Article III.  If shares of Acquiror Common Stock are to be issued to a 
Person other than the Person in whose name the surrendered certificate or 
certificates are registered, it will be a condition of issuance of Acquiror 
Common Stock  that the surrendered certificate or certificates shall be 
properly endorsed, with signatures guaranteed by a member firm of the New 
York Stock Exchange or a bank chartered under the Laws of the United States, 
or otherwise in proper form for transfer and that the Person requesting such 
payment shall pay any transfer or other Taxes required by reason of the 
issuance of Acquiror Common Stock  to a Person other than the registered 
holder of the surrendered certificate or certificates or such Person shall 
establish to the satisfaction of Acquiror that any such Tax has been paid or 
is not applicable.  Notwithstanding the foregoing, neither the Exchange Agent 
nor any party hereto will be liable to any former holder of Company Common 
Stock for any Acquiror Common Stock or cash or dividends or distributions 
thereon delivered to a public official pursuant to any applicable escheat Law.

          (d)  DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES OF COMPANY 
COMMON STOCK.  No dividends or other distributions declared or made with 
respect to Acquiror Common Stock on or after the Effective Time will be paid 
to the holder of any certificate that theretofore evidenced shares of Company 
Common Stock until the holder of such certificate shall surrender such 
certificate. Subject to the effect of any applicable escheat Law, following 
surrender of any such certificate, there will be paid from the Exchange Fund 
to the holder of the certificates evidencing whole shares of Acquiror Common 
Stock issued in exchange therefor, without interest, (i) promptly, the amount 
of dividends or other distributions with a record date after the Effective 
Time theretofore paid with respect to such whole shares of Acquiror Common 
Stock, and (ii) at the appropriate payment date, the amount of dividends or 
other distributions, with a record date after the Effective Time but prior to 
surrender and a payment date occurring after surrender, payable with respect 
to such whole shares of Acquiror Common Stock.

          (e)  NO FRACTIONAL SHARES.

              (i)     No certificates or scrip representing fractional shares 
of Acquiror Common Stock shall be issued upon the surrender for exchange of 
certificates formerly representing shares of Company Common Stock pursuant to 
this Article III; no dividend, stock split or other change in the capital 
structure of Acquiror shall relate to any fractional security; and such 
fractional interests shall not entitle the owner thereof to vote or to any 
rights of a security holder.

                                       10
<PAGE>


             (ii)     As promptly as practicable following the Effective 
Time, the Exchange Agent will determine the excess of (A) the number of whole 
shares of Acquiror Common Stock delivered to the Exchange Agent by Acquiror 
pursuant to Section 3.2(a) over (B) the aggregate number of whole shares of 
Acquiror Common Stock to be distributed to holders of Company Common Stock 
pursuant to Section 3.2(c) (such excess being herein called the "Excess 
Shares").  Following the Effective Time, the Exchange Agent will, on behalf 
of former stockholders of the Company, sell the Excess Shares at 
then-prevailing prices on the New York Stock Exchange, Inc. (the "NYSE"), all 
in the manner provided in Section 3.2(e)(iii).

            (iii)     The sale of the Excess Shares by the Exchange Agent 
will be executed on the NYSE through one or more member firms of the NYSE and 
will be executed in round lots to the extent practicable.  The Exchange Agent 
will use reasonable efforts to complete the sale of the Excess Shares as 
promptly following the Effective Time as, in the Exchange Agent's sole 
judgment, is practicable consistent with obtaining the best execution of such 
sales in light of prevailing market conditions.  Until the net proceeds of 
such sale or sales have been distributed to the holders of Company Common 
Stock, the Exchange Agent will hold such proceeds in trust for the former 
holders of Company Common Stock (the "Common Shares Trust").  The Surviving 
Corporation will pay all commissions, transfer taxes and other out-of-pocket 
transaction costs, including the expenses and compensation of the Exchange 
Agent incurred in connection with such sale of the Excess Shares.  The 
Exchange Agent will determine the portion of the Common Shares Trust to which 
each former holder of Company Common Stock is entitled, if any, by 
multiplying the amount of the aggregate net proceeds comprising the Common 
Shares Trust by a fraction, the numerator of which is the amount of the 
fractional share interest to which such former holder of Company Common Stock 
is entitled (after taking into account all shares of Company Common Stock 
held at the Effective Time by such holder) and the denominator of which is 
the aggregate amount of fractional share interests to which all holders of 
Company Common Stock are entitled.  For purposes of this Section 3.2(e), 
shares of Company Common Stock of any former holder represented by two or 
more certificates may be aggregated and in no event shall any holder be paid 
an amount of cash in respect of more than one share of Acquiror Common Stock.

             (iv)     As soon as practicable after the determination of the 
amount of cash, if any, to be paid to the former holders of Company Common 
Stock with respect to any fractional share interests, the Exchange Agent will 
hold such cash amounts for the benefit of, and pay such cash amounts to, such 
former holders of Company Common Stock subject to and in accordance with the 
terms of Section 3.2(c).

          (f)  TERMINATION OF EXCHANGE FUND.  Any portion of the Exchange 
Fund which remains unclaimed by the former holders of Company Common Stock 
for twelve months after the Effective Time will be delivered to Acquiror, 
upon demand, and any former holders of Company Common Stock who have not 
theretofore complied with this Article III will, subject to applicable 
abandoned property, escheat and other similar Laws, thereafter look only to 
Acquiror for Acquiror Common Stock and any cash to which they are entitled.

                                       11
<PAGE>

          (g)  WITHHOLDING OF TAX.  Acquiror or the Exchange Agent will be 
entitled to deduct and withhold from the consideration otherwise payable 
pursuant to this Agreement to any former holder of Company Common Stock such 
amounts as Acquiror (or any Affiliate thereof) or the Exchange Agent are 
required to deduct and withhold with respect to the making of such payment 
under the Code, or any provision of state, local or foreign Tax Law.  To the 
extent that amounts are so withheld by Acquiror or the Exchange Agent, such 
withheld amounts will be treated for all purposes of this Agreement as having 
been paid to the former holder of Company Common Stock in respect of whom 
such deduction and withholding was made by Acquiror.

          (h)  LOST CERTIFICATES.  If any certificate evidencing Company 
Common Stock shall have been lost, stolen or destroyed, upon the making of an 
affidavit of that fact by the Person claiming such certificate to be lost, 
stolen or destroyed and, if required by Acquiror, the posting by such Person 
of a bond, in such reasonable amount as Acquiror may direct, as indemnity 
against claims that may be made against it with respect to such certificate, 
the Exchange Agent will issue in exchange for such lost, stolen or destroyed 
certificate of Acquiror Common Stock to which the holder may be entitled 
pursuant to this Article III and cash and any dividends or other 
distributions to which the holder thereof may be entitled pursuant to Section 
3.2(d) or Section 3.2(e).

     Section 3.3  CLOSING.  The Closing will take place at the offices of 
Skadden, Arps, Slate, Meagher & Flom LLP, One Beacon Street, 31st Floor, 
Boston, Massachusetts at 10:00 a.m. on the second Business Day following the 
date on which the conditions to the Closing have been satisfied or waived or 
at such other place, time and date as the parties hereto may agree.  At the 
conclusion of the Closing on the Closing Date, the parties hereto will cause 
the Certificate of Merger to be filed with the Secretary of State of the 
State of Delaware.

     Section 3.4  STOCK TRANSFER BOOKS.  At the Effective Time, the stock 
transfer books of the Company will be closed and there will be no further 
registration of transfers of shares of Company Common Stock thereafter on the 
records of the Company.  If, after the Effective Time, certificates formerly 
representing Company Common Stock are presented to the Surviving Corporation, 
they shall be cancelled and exchanged for certificates representing Acquiror 
Common Stock.

                                      ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to the Acquiror Companies, 
subject to the exceptions set forth in the Company's Disclosure Schedule 
(which exceptions shall specifically identify a Section, Subsection or clause 
of a single Section or Subsection hereof, as applicable, to which such 
exception relates, it being understood and agreed that each such exception 
shall be deemed to be disclosed both under such Section, Subsection or clause 
hereof and any other Section, Subsection or clause hereof to which such 
disclosure reasonably relates) that:

                                       12
<PAGE>


     Section 4.1  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.  The Company 
and each Subsidiary of the Company are legal entities duly organized, validly 
existing and in good standing under the Laws of their respective 
jurisdictions of incorporation or organization, have all requisite power and 
authority to own, lease and operate their respective properties and to carry 
on their business as it is now being conducted and are duly qualified and in 
good standing to do business in each jurisdiction in which the nature of the 
business conducted by them or the ownership or leasing of their respective 
properties makes such qualification necessary.  Section 4.1 of the Company's 
Disclosure Schedule sets forth, as of the date of this Agreement, a true and 
complete list of all the Company's directly or indirectly owned Subsidiaries, 
together with the jurisdiction of incorporation of each Subsidiary and the 
percentage of each Subsidiary's outstanding capital stock or other equity 
interests owned by the Company or another Subsidiary of the Company.  Neither 
the Company nor any of its Subsidiaries owns an equity interest in any 
partnership or joint venture arrangement or other business entity that is 
material to the Company.

     Section 4.2  CERTIFICATE OF INCORPORATION; BYLAWS.  The Company has 
furnished or made available to Acquiror complete and correct copies of the 
certificate of incorporation and the bylaws or the equivalent organizational 
documents, in each case as amended or restated to the date hereof, of the 
Company and each of its Subsidiaries. Neither the Company nor any of its 
Subsidiaries is in violation of any of the provisions of its certificate of 
incorporation or bylaws or equivalent organizational documents.

     Section 4.3  CAPITALIZATION.

          (a)  The authorized capital stock of the Company consists of (i) 
200,000,000 shares of Company Common Stock of which, as of November 23, 1998, 
99,938,928 shares were issued and outstanding, all of which are duly 
authorized, validly issued, fully paid and nonassessable and were not issued 
in violation of any preemptive or similar rights of any Person and (ii) 
5,000,000 shares of preferred stock, par value $.0001 per share, of which, as 
of November 23, 1998, none were issued.

          (b)  Except for the Company Rights, as of the date hereof, no 
shares of Company Common Stock are reserved for issuance, and there are no 
contracts, agreements, commitments or arrangements obligating the Company  to 
offer, sell, issue or grant any shares of, or any options, warrants or rights 
of any kind to acquire any shares of, or any securities that are convertible 
into or exchangeable for any shares of, capital stock of the Company,  to 
redeem, purchase or acquire, or offer to purchase or acquire, any outstanding 
shares of, or any outstanding options, warrants or rights of any kind to 
acquire any shares of, or any outstanding securities that are convertible 
into or exchangeable for any shares of, capital stock of the Company or  to 
grant any Lien on any shares of capital stock of the Company.

                                       13
<PAGE>

          (c)  The authorized, issued and outstanding capital stock of, or 
other equity interests in, each of the Company's Subsidiaries and the names 
of the holders of record of the capital stock or other equity interests of 
each such Subsidiary, in each case, as of the date hereof, are set forth in 
Section 4.3(c) of the Company's Disclosure Schedule.  The issued and 
outstanding shares of capital stock of, or other equity interests in, each of 
the Subsidiaries of the Company that are owned by the Company or any of its 
Subsidiaries have been duly authorized and are validly issued, and, with 
respect to capital stock, are fully paid and nonassessable, and were not 
issued in violation of any preemptive or similar rights of any Person.  All 
such issued and outstanding shares or other equity interests, that are 
indicated as owned by the Company or one of its Subsidiaries in Section 
4.3(c) of the Company's Disclosure Schedule, are owned beneficially as set 
forth therein and free and clear of all Liens.  No shares of capital stock 
of, or other equity interests in, any Subsidiary of the Company are reserved 
for issuance, and there are no contracts, agreements, commitments or 
arrangements obligating the Company or any of its Subsidiaries (i) to offer, 
sell, issue, grant, pledge, dispose of or encumber any shares of capital 
stock of, or other equity interests in, or any options, warrants or rights of 
any kind to acquire any shares of capital stock of, or other equity interests 
in, or any securities that are convertible into or exchangeable for any 
shares of capital stock of, or other equity interests in, any of the 
Subsidiaries of the Company, (ii) to redeem, purchase or acquire, or offer to 
purchase or acquire, any outstanding shares of capital stock of, or other 
equity interests in, or any outstanding options, warrants or rights of any 
kind to acquire any shares of capital stock of, or other equity interest in, 
or any outstanding securities that are convertible into or exchangeable for, 
any shares of capital stock of, or other equity interests in, any of the 
Subsidiaries of the Company or (iii) to grant any Lien on any outstanding 
shares of capital stock of, or other equity interest in, any of the 
Subsidiaries of the Company.

          (d)  There are no voting trusts, proxies or other similar 
agreements or understandings to which the Company or any of its Subsidiaries 
is a party or by which the Company or any of its Subsidiaries is bound with 
respect to the voting of any shares of capital stock of the Company or any of 
its Subsidiaries or, except for the Option Agreement, with respect to the 
registration of the offering, sale or delivery of any shares of capital stock 
of the Company or any of its Subsidiaries under the Securities Act.

     Section 4.4  AUTHORIZATION OF AGREEMENT.  The Company has all requisite 
corporate power and authority to execute and deliver this Agreement, the 
Option Agreement and each instrument required hereby to be executed and 
delivered by it at the Closing, to perform its obligations hereunder and 
thereunder and to consummate the transactions contemplated hereby and 
thereby.  The execution and delivery by the Company of this Agreement, the 
Option Agreement and each instrument required hereby to be executed and 
delivered by it at the Closing and the performance of its obligations 
hereunder and thereunder have been duly and validly authorized by all 
requisite corporate action on the part of the Company other than, with 
respect to the Merger, the approval and adoption of this Agreement by the 
stockholders of the Company, which approval and adoption in accordance with 
the DGCL and the Company's certificate of incorporation shall require the 
affirmative vote of the holders of at least a majority 

                                       14
<PAGE>

of the outstanding shares of Company Common Stock.  This Agreement and the 
Option Agreement have been duly executed and delivered by the Company and, 
assuming due authorization, execution and delivery hereof by the Acquiror 
Companies, this Agreement constitutes the legal, valid and binding obligation 
of the Company, enforceable against the Company in accordance with its  
terms, subject to bankruptcy, insolvency, reorganization, moratorium or 
similar Laws now or hereafter in effect relating to creditors' rights 
generally or to general principles of equity.

     Section 4.5  APPROVALS.  Except for the applicable requirements, if 
any, of  (a) the Securities Act, (b) the Exchange Act, (c) state securities 
or blue sky Laws, (d) the Hart-Scott-Rodino Antitrust Improvements Act of 
1976, as amended (the "HSR Act"), (e) Foreign Competition Laws, (f) the 
filing and recordation of appropriate merger documents as required by the 
DGCL and (g) those Laws, Regulations and Orders noncompliance with which 
would not in the aggregate materially impair the ability of the Company to 
perform its obligations under this Agreement or be material in any respect to 
the Company, no filing or registration with, no waiting period imposed by and 
no Permit, Order, authorization, consent or approval of, any Court or 
Governmental Authority is required under any Law, Regulation or Order 
applicable to the Company or any of its Subsidiaries to permit the Company to 
execute, deliver or perform this Agreement or any instrument required hereby 
to be executed and delivered by it at the Closing.

     Section 4.6  NO VIOLATION.  Assuming effectuation of all filings and 
registrations with, termination or expiration of any applicable waiting 
periods imposed by and receipt of all Permits or Orders of, Courts and/or 
Governmental Authorities indicated as required in Section 4.5 and receipt of 
the approval of this Agreement by the stockholders of the Company as required 
by the DGCL, neither the execution and delivery by the Company of this 
Agreement or any instrument required hereby to be executed and delivered by 
it at the Closing, nor the performance by the Company of its obligations 
hereunder, nor the execution, delivery and performance of the Voting 
Agreement by the parties thereto, will  violate or breach the terms of or 
cause a default, or accelerate the performance of any obligation of the 
Company or any Company Subsidiary or give rise to any payment obligation of 
any such Person, or give rise to any right of termination (any of the 
foregoing a "Change of Control Effect"), or require any consent, approval or 
waiver (any of the foregoing a "Change of Control Consent") of any third 
party that is not a Governmental Authority, under,  any Law, Regulation or 
Order applicable to the Company or  the certificate of incorporation or 
bylaws of the Company or (b) with the passage of time or the giving of notice 
have any of the effects set forth in clause (a) of this Section, except in 
the case of matters referred to in clauses (a)(i) or (b) (in the case of (b), 
solely with respect to clause (a)(i)) of this Section that would not, 
individually or in the aggregate, have a material adverse effect upon the 
ability of the Company to perform its obligations under this Agreement or be 
material in any respect to the Company.  Prior to the execution of this 
Agreement, the Board of Directors of the Company has taken all requisite 
action to cause this Agreement and the transactions contemplated hereby 
(including those 

                                       15
<PAGE>

contemplated by the Option Agreement and the Voting Agreement) to be exempt 
from the provisions of Section 203 of the DGCL.

     Section 4.7 REPORTS; FINANCIAL STATEMENTS.

          (a)  The Company has timely filed all reports required to be filed 
by it with the SEC since January 1, 1997 pursuant to the Exchange Act, which 
reports complied, at the time of filing in all material respects with 
applicable requirements of the Exchange Act, (collectively, the "Company SEC 
Reports"). None of the Company SEC Reports, as of their respective dates, 
contained or, if filed after the date hereof, will contain, any untrue 
statement of a material fact or omitted, or, if filed after the date hereof, 
will omit, to state a material fact required to be stated therein or 
necessary in order to make the statements therein, in light of the 
circumstances under which they were made, not misleading, except to the 
extent superseded by a Company SEC Report filed subsequently and prior to the 
date hereof.

          (b)  The consolidated statements of financial position and the 
related consolidated statements of operations, stockholders' equity and cash 
flows (including the related notes thereto) of the Company included in the 
Company SEC Reports complied in all material respects with applicable 
accounting requirements and the published rules and Regulations of the SEC 
with respect thereto, have been prepared in conformity with United States 
generally accepted accounting principles ("GAAP") (except, in the case of 
unaudited statements, as permitted by Form 10-Q of the SEC) applied on a 
basis consistent with prior periods (except as otherwise noted therein), and 
present fairly the consolidated financial position of the Company as at their 
respective dates, and the consolidated results of its operations and its cash 
flows for the periods presented therein subject, in the case of the unaudited 
interim financial statements, to normal year-end adjustments that have not 
been and are not expected to be material in amount.

      Section 4.8  NO UNDISCLOSED LIABILITIES. Neither the Company nor any of 
its Subsidiaries has any liabilities or obligations of any nature,  whether 
or not accrued, contingent or otherwise, except (a) liabilities or 
obligations reflected in the Company SEC Reports through the date of the 
filing of the Company's Quarterly Report on Form 10-Q in respect of the 
fiscal quarter ending July 31, 1998, (b) liabilities or obligations incurred 
in the ordinary course of business consistent with past practice since July 
31, 1998 which are not, and will not have, individually or in the aggregate, 
a Material Adverse Effect on the Company and (c) liabilities or obligations 
which are not and will not have, individually or in the aggregate, a Material 
Adverse Effect on the Company.

     Section 4.9  ABSENCE OF CERTAIN CHANGES OR EVENTS.

          Since July 31, 1998, there is not and has not been a Material 
Adverse Effect on any Business Segment.

                                       16
<PAGE>

     Section 4.10  TITLE TO PROPERTIES.  The Company or its Subsidiaries, 
individually or together, have good, valid and marketable title to or a valid 
leasehold in, all of the properties and assets (real, personal and mixed, 
tangible and intangible) that are necessary to the conduct of the business of 
the Company and its Subsidiaries as it is currently being conducted, 
including all of the properties and assets reflected in the Company's 
consolidated balance sheet as at July 31, 1998, which was filed with the SEC 
as part of its report on Form 10-Q, other than any such properties or assets 
that have been sold or otherwise disposed of in the ordinary course of 
business since July 31, 1998. None of such properties are securities pledged 
for interest rate swap, cap or floor contracts.  The Company or its 
Subsidiaries, individually or together, hold under valid lease agreements all 
real and personal properties being held by the Company or its Subsidiaries 
under capitalized leases, and all real and personal property held by the 
Company or its Subsidiaries that is subject to operating leases, and enjoy 
peaceful and undisturbed possession of such properties under such leases, 
other than (i) any properties as to which such leases have expired in 
accordance with their terms without any liability of any party thereto and 
(ii) any immaterial properties.  Neither the Company nor any of its 
Subsidiaries has received any written notice or has Knowledge of any adverse 
claim to the title to any properties owned by them or with respect to any 
lease under which any properties are held by them, other than any claims 
that, individually or in the aggregate, are immaterial to the Company. 
Notwithstanding anything to the contrary, nothing in this Section 4.10 shall 
be construed to relate to Intellectual Property (it being understood that 
Section 4.20 contains representations and warranties relating to Intellectual 
Property).

     Section 4.11  MATERIAL CONTRACTS.  Each Material Contract (as defined 
herein) is in full force and effect, and is a legal, valid and binding 
obligation of the Company or a Subsidiary and, to the Knowledge of the 
Company, each of the other parties thereto, enforceable in accordance with 
its terms, except (a) that the enforcement thereof may be limited by (i) 
bankruptcy, insolvency, reorganization, moratorium or other similar Laws now 
or hereafter in effect relating to creditors' rights generally and (ii) 
general principles of equity (regardless of whether enforceability is 
considered in a proceeding in equity or at law) and (b) as would not, 
individually or in the aggregate, materially adversely impact any Business 
Segment.  No condition exists or event has occurred which (whether with or 
without notice or lapse of time or both, or the happening or occurrence of 
any other event) would constitute a default by the Company or a Subsidiary 
or, to the Knowledge of the Company, any other party thereto under, or result 
in a right in termination of, any Material Contract, except as would not, 
individually or in the aggregate, materially adversely impact any Business 
Segment.  The term "Material Contract" shall mean any contract which is 
material to the Company and its Subsidiaries taken as a whole or to any 
Business Segment.

     Section 4.12  INSURANCE.  The Company and its Subsidiaries self-insure 
or maintain with third parties policies of fire and casualty, liability and 
other forms of insurance in such amounts, with such deductibles and retained 
amounts, and against such risks and losses, as are consistent with industry 
practice and as are reasonable for the conduct of the business as conducted 
on the date hereof and for the assets of the Company and its Subsidiaries.

                                       17
<PAGE>

     Section 4.13  PERMITS; COMPLIANCE.  The Company and its Subsidiaries 
have obtained all material Permits that are necessary to carry on their 
businesses as currently conducted.  Such Permits are in full force and effect 
in all material respects, have not been violated in any material respect, 
and, to the Knowledge of the Company, no suspension, revocation or 
cancellation thereof has been threatened and there is no Litigation pending 
or, to the Knowledge of the Company, threatened regarding suspension, 
revocation or cancellation of any of such Permits.

     Section 4.14  LITIGATION.  As of the date hereof, there is no 
Litigation pending, or to the Knowledge of the Company, threatened against 
the Company or any Subsidiary of the Company, which if adversely determined 
would be or have a Material Adverse Effect on the Company.  As of the 
Closing, there will be no Litigation pending, or to the Knowledge of the 
Company, threatened against the Company or any Subsidiary of the Company that 
would be or have a Material Adverse Effect on the Company.

     Section 4.15  COMPLIANCE WITH LAWS.  Neither the Company nor any 
Subsidiary is subject to any written agreement, written directive, memorandum 
of understanding or Order with or by any Court or Governmental Authority 
restricting in any material respect its operation or requiring any materially 
adverse actions by the Company.  The Company and its Subsidiaries are in 
compliance in all material respects with all applicable Laws and Regulations 
and are not in default in any material respect with respect to any material 
Order applicable to the Company or any of its Subsidiaries.

     Section 4.16  REGISTRATION STATEMENT; PROXY STATEMENT/PROSPECTUS.  The 
information supplied by the Company or required to be supplied by the Company 
(except to the extent revised or superseded by amendments or supplements) for 
inclusion in the registration statement on Form S-4, or any amendment or 
supplement thereto, pursuant to which the shares of Acquiror Common Stock to 
be issued in the Merger will be registered with the SEC (including any 
amendments or supplements, the "Registration Statement") shall not, at the 
time the Registration Statement (including any amendments or supplements 
thereto) is declared effective by the SEC, contain any untrue statement of a 
material fact or omit to state any material fact required to be stated 
therein or necessary in order to make the statements therein, in light of the 
circumstances under which they were made, not misleading.  The information 
supplied by the Company or required to be supplied by the Company (except to 
the extent revised or superseded by amendments or supplements) for inclusion 
in the proxy statement/prospectus or any amendment or supplement thereto to 
be sent to the stockholders of the Company in connection with the meeting of 
the Company's stockholders to consider the Merger (the "Company Stockholders' 
Meeting") (such proxy statement/prospectus, as amended or supplemented, is 
referred to herein as the "Proxy Statement") shall not, on the date the Proxy 
Statement is first mailed to the Company's stockholders, at the time of the 
Company Stockholders' Meeting and at the Effective Time, contain any 
statement which, at such time, is false or misleading with respect to any 
material fact, or omit to state any material fact necessary in order to make 
the statements made therein, in light of the circumstances under which they 

                                       18
<PAGE>

are made, not false or misleading; or omit to state any material fact 
necessary to correct any statement in any earlier communication with respect 
to the solicitation of proxies by or on behalf of the Company for the Company 
Stockholders' Meeting which has become false or misleading.  The Proxy 
Statement will comply in all material respects with the provisions of the 
Exchange Act.  Notwithstanding the foregoing, the Company makes no 
representation, warranty or covenant with respect to any information supplied 
or required to be supplied by Acquiror which is contained in or omitted from 
any of the foregoing documents.

     Section 4.17  EMPLOYEE BENEFIT PLANS.

          (a)  Section 4.17 of the Company's Disclosure Schedule contains a 
true and complete list of each deferred compensation, incentive compensation, 
stock purchase, stock option and other equity compensation plan, "welfare" 
plan, fund or program (within the meaning of Section 3(1) of the Employee 
Retirement Income Security Act of 1974, as amended ("ERISA")); each "pension" 
plan, fund or program (within the meaning of Section 3(2) of ERISA); each 
employment, termination or severance agreement with individuals whose annual 
compensation is at a base rate exceeding $125,000, and each other material 
employee benefit plan, fund, program, agreement or arrangement, in each case, 
that is sponsored, maintained or contributed to or required to be contributed 
to by the Company or any entity, that together with the Company would be 
deemed a "single employer" within the meaning of Section 4001(b) of ERISA (an 
"ERISA Affiliate"), or to which the Company or an ERISA Affiliate is a party, 
whether written or oral, for the benefit of any employee or former employee 
of the Company or any of its Subsidiaries (the "Company Plans").

          (b)  With respect to each Company Plan, the Company has heretofore 
delivered or made available to Acquiror true and complete copies of the 
Company Plan and any amendments thereto (or if the Company Plan is not a 
written Company Plan, a description thereof), any related trust or other 
funding vehicle, any reports or summaries required under ERISA or the Code 
and the most recent determination letter received from the Internal Revenue 
Service with respect to each Company Plan intended to qualify under Section 
401 of the Code.

          (c)  No material liability under Title IV or Section 302 of ERISA 
has been incurred by the Company or any ERISA Affiliate that has not been 
satisfied in full, and no condition exists that presents a material risk to 
the Company or any ERISA Affiliate of incurring any such liability.

          (d)  No Company Plan is subject to Title IV of ERISA or Section 412 
of the Code, nor is any Company Plan a "multiemployer pension plan", as 
defined in Section 3(37) of ERISA, or subject to Section 302 of ERISA.

          (e)  Except as would not be materially adverse to the Company, each 
Company Plan has been operated and administered in all respects in accordance 
with its terms and applicable Law, including ERISA and the Code.

                                       19
<PAGE>

          (f)  Each Company Plan intended to be "qualified" within the 
meaning of Section 401(a) of the Code and the trusts maintained thereunder 
that are intended to be exempt from taxation under Section 501(a) of the Code 
have received a favorable determination or other letter indicating that they 
are so qualified, and, to the Knowledge of the Company, no event has occurred 
since the date of said letter(s) that will adversely affect the qualification 
of such Company Plan.

          (g)  No Company Plan provides material medical, surgical, 
hospitalization, death or similar benefits (whether or not insured) for 
employees or former employees of the Company or any of its Subsidiaries for 
periods extending beyond their retirement or other termination of service, 
other than (i) coverage mandated by applicable Law, (ii) death benefits under 
any "pension plan", or (iii) benefits the full cost of which is borne by the 
current or former employee (or his beneficiary).

          (h)  No amounts payable under the Company Plans will fail to be 
deductible for federal income Tax purposes by virtue of Section 280G of the 
Code.

          (i)  The execution, delivery and performance of, and consummation 
of the transactions contemplated by, this Agreement, the Option Agreement or 
the Voting Agreement will not (i) entitle any current or former employee or 
officer of the Company or any ERISA Affiliate to severance pay, unemployment 
compensation or any other payment, except as expressly provided in this 
Agreement, (ii) accelerate the time of payment or vesting, or increase the 
amount of compensation due any such employee or officer, or (iii) assuming 
the Acquiror takes the action specified in Section 7.12(a), accelerate the 
vesting of any stock option or of any shares of restricted stock.

          (j)  Except as would not be material in any respect to the Company, 
there are no pending or, to the Knowledge of the Company, any threatened or 
anticipated claims by or on behalf of any Company Plan, by any employee or 
beneficiary covered under any such Company Plan, or otherwise involving any 
such Company Plan (other than routine claims for benefits).

     Section 4.18  TAXES.   Except as set forth in Section 4.18 of the 
Company's Disclosure Schedule, the Company represents and warrants as follows:

          (a)  Except as would not be materially adverse to the Company, all 
federal, state, local and foreign Tax Returns required to be filed (taking 
into account extensions) by or on behalf of the Company, each of its 
Subsidiaries, and each affiliated, combined, consolidated or unitary group of 
which the Company or any of its Subsidiaries is or has been a member have 
been timely filed, and all such Tax Returns are true, complete and correct.

          (b)  Except as would not be materially adverse to the Company, all 
Taxes payable by or with respect to the Company or any Subsidiary of the 
Company have been timely paid, or adequately reserved for in accordance with 
GAAP.  No deficiencies for any Taxes have 

                                       20
<PAGE>

been proposed, asserted or assessed either orally or in writing against the 
Company or any of its Subsidiaries that are not adequately reserved for in 
accordance with GAAP.  All assessments for Taxes due and owing by or with 
respect to the Company or any Subsidiary of the Company with respect to 
completed and settled examinations or concluded Litigation have been paid.

          (c)  Prior to the date of this Agreement, the Company has provided 
Acquiror with written schedules setting forth the taxable years of the 
Company for which the statutes of limitations with respect to federal and 
material state income Taxes have not expired and with respect to federal and 
material state income Taxes, those years for which examinations have been 
completed and those years for which examinations are presently being 
conducted.

          (d)  Except as would not be materially adverse to the Company, the 
Company and each of its Subsidiaries have complied in all material respects 
with all rules and Regulations relating to the payment and withholding of 
Taxes (including, without limitation, withholding of Taxes pursuant to 
Sections 1441 and 1442 of the Code or similar provisions under any foreign 
Laws) and have, within the time and in the manner required by law, withheld 
from employee wages and paid over to the proper Governmental Authorities all 
material amounts required to be so withheld and paid over under all 
applicable Laws.

          (e)  Neither the Company nor any of its Subsidiaries (i) has waived 
any statutory period of limitations in respect of its or their Taxes or Tax 
Returns or (ii) is a party to, bound by, or has any obligation under any Tax 
sharing, allocation, indemnity, or similar contract or arrangement.

          (f)  The net operating losses ("NOL") of the Company or any 
Subsidiary of the Company are not, as of the date hereof, subject to Section 
382 or 269 of the Code, Regulation Section 1.1502-21T(c), or any similar 
provisions or Regulations otherwise limiting the use of the NOL's of the 
Company or the Subsidiaries of the Company.

          (g)  No property of the Company or any of the Subsidiaries of the 
Company is "tax-exempt use property" (as such term is defined in Section 168 
of the Code).

          (h)  None of the Company or any of the Subsidiaries of the Company 
has filed a consent pursuant to Section 341(f) of the Code or agreed to have 
Section 341(f)(2) of the Code apply to any disposition of a "Subsection (f) 
asset" (as such term is defined in Section 341(f)(4) of the Code) owned by 
the Company or any of the Subsidiaries of the Company.

          (i)  The Company is not, and has not been for the five years 
preceding the Closing, a "United States real property holding company" (as 
such term is defined in Section 897(c)(2) of the Code).

     Section 4.19  ENVIRONMENTAL LAWS AND REGULATIONS.  Except as would not 
be or result in a Material Adverse Effect on the Company: (a) the Company and 
its Subsidiaries are and 

                                       21
<PAGE>

have been in compliance with all applicable Environmental Laws; (b) the 
Company and its Subsidiaries have obtained all Permits required by any 
applicable Environmental Law and all such permits are in full force and 
effect; (c) neither the Company nor any of its Subsidiaries has, and the 
Company has no Knowledge of any other Person who has, caused any release, 
threatened release or disposal of any Hazardous Material at any properties or 
facilities previously or currently owned, leased or occupied by the Company 
or its Subsidiaries; (d) the Company has no Knowledge that any of its or its 
Subsidiaries' properties or facilities are adversely affected by any release, 
threatened release or disposal of a Hazardous Material originating or 
emanating from any other property; (e) neither the Company nor any of its 
Subsidiaries (i) has any liability for response or corrective action, natural 
resources damage, or any other harm pursuant to any Environmental Law, (ii) 
is subject to, has notice or Knowledge of, or is required to give any notice 
of any environmental claim or (iii) has Knowledge of any condition or 
occurrence which could form the basis of an Environmental claim against the 
Company, any Subsidiary or any of their properties or facilities; (f) the 
Company and its Subsidiaries' properties and facilities are not subject to 
any, and the Company has no Knowledge of any, imminent restriction on the 
ownership, occupancy, use or transferability of their properties and 
facilities arising from any (i) Environmental Law or (ii) release, threatened 
release or disposal of any Hazardous Material; and (g) there is no 
Environmental Claim pending, or, to the Company's knowledge, threatened, 
against the Company or, to the Company's knowledge, against any Person whose 
liability for any Environmental Claim the Company has or may have retained or 
assumed either contractually or by operation of law.

     Section 4.20  INTELLECTUAL PROPERTY.

          (a)  Section 4.20(a) of the Company's Disclosure Schedule sets 
forth, for the Intellectual Property owned by the Company or its 
Subsidiaries, a complete and accurate list of all United States and foreign 
(a) patents and patent applications; (b) Trademark registrations (including 
material Internet domain registrations) and applications and material 
unregistered Trademarks; (c) copyright registrations and applications, 
indicating for each, the applicable jurisdiction, registration number (or 
application number), and date issued (or date filed).

          (b)  Section 4.20(b) of the Company's Disclosure Schedule sets 
forth a complete and accurate list of all material license agreements 
granting to the Company or any of its Subsidiaries any material right to use 
or practice any rights under any Intellectual Property other than 
Intellectual Property which is used for infrastructural purposes and is 
commercially available on reasonable terms, (collectively, the "License 
Agreements"), indicating for each the title and the parties thereto.

          (c)  Except as would not be materially adverse to the Company or 
any Business Segment:

               (i)    the Company or its Subsidiaries own, free and clear of 
Liens, Orders and arbitration awards, all owned Intellectual Property used in 
the Company's business, 

                                       22
<PAGE>

and have a valid and enforceable right to use all of the Intellectual 
Property licensed to the Company and used in the Company's business;

               (ii)   the Company has taken reasonable steps to protect the 
Intellectual Property of the Company;

               (iii)  the conduct of the Company's and its Subsidiaries' 
businesses as currently conducted does not infringe upon any rights owned or 
controlled by any third party;

               (iv)   there is no Litigation pending or to the Company's 
Knowledge threatened or any written claim from any Person (A) alleging that 
the Company's activities or the conduct of its businesses or that of any of 
its Subsidiaries infringes upon, violates, or constitutes the unauthorized 
use of the Intellectual Property rights of any third party or (B) challenging 
the ownership, use, validity or enforceability of any Company Intellectual 
Property;

               (v)    to the Knowledge of the Company and its Subsidiaries, 
no third party is misappropriating, infringing, diluting, or violating any 
Intellectual Property owned by the Company or any of its Subsidiaries and no 
such claims have been brought against any third party by the Company or any 
of its Subsidiaries; and

               (vi)   the execution, delivery and performance by the Company 
of this Agreement, the Option Agreement and the Voting Agreement, and the 
consummation of the transactions contemplated hereby and thereby, will not 
result in the loss or impairment of, or give rise to any right of any third 
party to terminate, any of the Company's or any of its Subsidiaries' rights 
to own any of its Intellectual Property or their respective rights under the 
License Agreements, nor require the consent of any Governmental Authority or 
third party in respect of any such Intellectual Property.

               (vii)  The Software owned or purported to be owned by the 
Company or any of its Subsidiaries, was either (i) developed by employees of 
Company or any of its Subsidiaries within the scope of their employment; (ii) 
developed by independent contractors who have assigned their rights to the 
Company or any of its Subsidiaries pursuant to written agreements; or (iii) 
otherwise acquired by the Company or a Subsidiary from a third party.  For 
purposes of this Section 4.20(c)(vii), "Software" means any and all (i) 
computer programs, including any and all software implementations of 
algorithms, models and methodologies, whether in source code or object code, 
(ii) databases and compilations, including any and all data and collections 
of data, whether machine readable or otherwise, (iii) descriptions, 
flow-charts and other work product used to design, plan, organize and develop 
any of the foregoing, (iv) the technology supporting any Internet site(s) 
operated by or on behalf of the Company or any of its Subsidiaries, and (iv) 
all documentation, including user manuals and training materials, relating to 
any of the foregoing.

                                       23
<PAGE>

          (d)  All material Trademarks registered in the United States have 
been in continuous use by the Company or its Subsidiaries.  To the Knowledge 
of the Company and its Subsidiaries, there has been no prior use of such 
Trademarks by any third party which would confer upon said third party 
superior rights in such Trademarks; the Company and its Subsidiaries have 
adequately policed the Trademarks against third party infringement; and the 
material Trademarks registered in the United States have been continuously 
used in the form appearing in, and in connection with the goods and services 
listed in, their respective registration certificates.

          (e)  Except as would not be materially adverse to the Company or 
any Business Segment, the Company has taken reasonable steps in accordance 
with normal industry practice to protect the Company's rights in confidential 
information and Trade Secrets of the Company.  Without limiting the foregoing 
and except as would not be materially adverse to the Company or any Business 
Segment, the Company enforces a policy of requiring each relevant employee, 
consultant and contractor to execute proprietary information, confidentiality 
and assignment agreements substantially in the Company's standard forms, and, 
except under confidentiality obligations, there has been no disclosure by the 
Company or any Subsidiary of material confidential information or Trade 
Secrets.

          (f)  Except as would not be materially adverse to the Company or 
any Business Segment, the Company has taken reasonable steps with the intent 
of ensuring that its products (including existing products and technology and 
products and technology currently under development) will, when used in 
accordance with associated documentation on a specified platform or 
platforms, be capable upon installation of accurately processing, providing, 
and receiving date data from, into, and between the Twentieth and 
Twenty-First centuries, including the years 1999 and 2000, and making 
leap-year calculations, provided that all other non-Company products (e.g., 
hardware, software and firmware) used in or in combination with the Company's 
products, properly exchange data with the Company's products.

     Section 4.21  POOLING; TAX MATTERS.  As of the date hereof, to the 
Knowledge of the Company, neither the Company nor any of its Affiliates has 
taken or agreed to take any action or failed to take any action that would 
prevent (a) the Merger from being treated for financial accounting purposes 
as a "pooling of interests" in accordance with GAAP and the Regulations and 
interpretations of the SEC or (b) the Merger from constituting a 
reorganization within the meaning of Section 368(a) of the Code.

     Section 4.22  AFFILIATE LETTERS.  Section 4.22 of the Company's 
Disclosure Schedule contains a true and complete list of all Persons who, as 
of the date hereof, to the Knowledge of the Company, may be deemed to be 
Affiliates of the Company, excluding all its Subsidiaries but including all 
directors and executive officers of the Company.

                                       24
<PAGE>

     Section 4.23  CERTAIN BUSINESS PRACTICES.  Neither the Company nor any 
of its Subsidiaries nor any director, officer, employee or agent of the 
Company or any of its Subsidiaries has (i) used any funds for unlawful 
contributions, gifts, entertainment or other unlawful payments relating to 
political activity, (ii) made any unlawful payment to any foreign or domestic 
government official or employee or to any foreign or domestic political party 
or campaign or violated any provision of the Foreign Corrupt Practices Act of 
1977, as amended, (iii) consummated any transaction, made any payment, 
entered into any agreement or arrangement or taken any other action in 
violation of Section 1128B(b) of the Social Security Act, as amended, or (iv) 
made any other unlawful payment except for the foregoing matters that are not 
material in any respect to the Company.

     Section 4.24  BROKERS.  No broker, finder, investment banker or other 
Person (other than Morgan Stanley Dean Witter & Co.) is entitled to any 
brokerage, finder's or other fee or commission in connection with the 
transactions contemplated by this Agreement based upon arrangements made by 
or on behalf of the Company.  Prior to the date of this Agreement, the 
Company has made available to Acquiror a complete and correct copy of all 
agreements between the Company and Morgan Stanley Dean Witter & Co. pursuant 
to which such firm will be entitled to any payment relating to the 
transactions contemplated by this Agreement.

     Section 4.25  OPINION OF FINANCIAL ADVISOR.  The Board of Directors of 
the Company has received the opinion of Morgan Stanley Dean Witter & Co., the 
Company's financial advisor, substantially to the effect that the 
consideration to be received by the holders of the Company Common Stock in 
the Merger is fair to such holders from a financial point of view, a copy of 
which has been, or promptly will be, provided to Acquiror.

     Section 4.26  INTEREST RATE AND FOREIGN EXCHANGE CONTRACTS.  All 
material interest rate swaps, caps, floors and option agreements and other 
interest rate risk management arrangements and foreign exchange contracts to 
hedge its investments in foreign subsidiaries, whether entered into for the 
account of the Company or one of its Subsidiaries, were entered into in the 
ordinary course of business and, to the Company's Knowledge, in accordance 
with prudent business practice and applicable rules, Regulations and policies 
of any Governmental Authority and with counterparties believed to be 
financially responsible at the time, and in all material respects are valid 
and binding obligations of the Company or one of its Subsidiaries enforceable 
in accordance with their terms (except as may be limited by bankruptcy, 
insolvency, moratorium, reorganization or similar Laws affecting the rights 
of creditors generally and the availability of equitable remedies), and are 
in full force and effect in all material respects.  The Company and each of 
its Subsidiaries have duly performed in all material respects their material 
obligations thereunder to the extent that such obligations to perform have 
accrued, and, to the Company's Knowledge, there are no material breaches, 
violations or defaults or allegations or assertions of such by any other 
party thereunder.

     Section 4.27  COMPANY RIGHTS AGREEMENT.  The Company has taken all 
action such that (i) (A) no "Shares Acquisition Date" (as defined in the 
Company Rights Agreement) shall 

                                       25
<PAGE>

occur and neither Acquiror nor its Affiliates, individually or taken 
together, shall become an "Acquiring Person" (as defined in the Company 
Rights Agreement) and (B) the Company Rights Agreement and the Company Rights 
shall not apply to Acquiror or any of its Affiliates, individually or taken 
together, in the case of (A) or (B), solely as a result of this Agreement, 
the Option Agreement, the Voting Agreement or the transactions contemplated 
hereby and thereby and (ii) all Company Rights issued under the Company 
Rights Agreement shall, immediately prior to the Effective Time, be 
cancelled, void and of no further force or effect.

                                     ARTICLE V

             REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR COMPANIES

     The Acquiror Companies hereby represent and warrant to the Company, 
subject to the exceptions set forth in the Acquiror's Disclosure Schedule 
(which exceptions shall specifically identify a Section, Subsection or clause 
of a single Section or Subsection hereof, as applicable, to which such 
exception relates, it being understood and agreed that each such exception 
shall be deemed to be disclosed both under such Section, Subsection or clause 
hereof and any other Section, Subsection or clause hereof to which such 
disclosure reasonably relates) that:

     Section 5.1  ORGANIZATION AND QUALIFICATION; SUBSIDIARIES.  The 
Acquiror Companies are legal entities duly organized, validly existing and in 
good standing under the Laws of their respective jurisdictions of 
incorporation or organization, have all requisite power and authority to own, 
lease and operate their respective properties and to carry on their business 
as it is now being conducted and are duly qualified and in good standing to 
do business in each jurisdiction in which the nature of the business 
conducted by them or the ownership or leasing of their respective properties 
makes such qualification necessary.

     Section 5.2  CERTIFICATE OF INCORPORATION; BYLAWS.   The Acquiror has 
furnished or made available to the Company complete and correct copies of the 
certificate of incorporation and the bylaws in each case as amended or 
restated to the date hereof, of Acquiror and Newco.  Neither the Acquiror nor 
Newco is in violation of any of the provisions of its certificate of 
incorporation or bylaws.

     Section 5.3  CAPITALIZATION.

          (a)  As of the date hereof, the authorized capital stock of 
Acquiror consists of (i) 1,800,000,000 shares of Acquiror Common Stock of 
which, as of November 17, 1998, 459,333,610 shares were issued and 
outstanding, and (ii) 5,000,000 shares of preferred stock, par value $.01 per 
share, of which none are issued.  All of the outstanding shares of Acquiror 
Common Stock are, and all shares to be issued as part of the Merger 
Consideration will be, when issued in accordance with the terms hereof, duly 
authorized, validly issued, fully paid and nonassessable.

                                       26
<PAGE>

          (b)  As of the date hereof, no shares of Acquiror Common Stock are 
reserved for issuance, and there are no contracts, agreements, commitments or 
arrangements obligating Acquiror  to offer, sell, issue or grant any shares 
of, or any options, warrants or rights of any kind to acquire any shares of, 
or any securities that are convertible into or exchangeable for any shares 
of, capital stock of Acquiror,  to redeem, purchase or acquire, or offer to 
purchase or acquire, any outstanding shares of, or any outstanding options, 
warrants or rights of any kind to acquire any shares of, or any outstanding 
securities that are convertible into or exchangeable for any shares of, 
capital stock of Acquiror or  to grant any Lien on any shares of capital 
stock of Acquiror.

     Section 5.4  AUTHORIZATION OF AGREEMENT.  Each of the Acquiror 
Companies has all requisite corporate power and authority to execute and 
deliver this Agreement and, in the case of Acquiror, the Option Agreement, 
and each instrument required hereby to be executed and delivered by the 
Acquiror Companies at the Closing, to perform its obligations hereunder and 
thereunder and to consummate the transactions contemplated hereby and 
thereby.  The execution and delivery by the Acquiror Companies of this 
Agreement and, in the case of Acquiror, the Option Agreement, and each 
instrument required hereby to be executed and delivered by the Acquiror 
Companies at the Closing and the performance of their respective obligations 
hereunder and thereunder have been duly and validly authorized by the Board 
of Directors of each of Acquiror and Newco and by Acquiror as the sole 
stockholder of Newco.  Except for filing of the Certificate of Merger, no 
other corporate proceedings on the part of Acquiror or Newco are necessary to 
authorize the consummation of the transactions contemplated hereby.  This 
Agreement has been duly executed and delivered by each of the Acquiror 
Companies and, assuming due authorization, execution and delivery hereof by 
the Company, constitutes a legal, valid and binding obligation of each of the 
Acquiror Companies, enforceable against each of the Acquiror Companies in 
accordance with its terms, subject to bankruptcy, insolvency, reorganization, 
moratorium or similar Laws now or hereafter in effect relating to creditors' 
rights generally or to general principles of equity.

     Section 5.5  APPROVALS.  Except for the applicable requirements, if 
any, of (a) the Securities Act, (b) the Exchange Act, (c) state securities or 
blue sky Laws, (d) the HSR Act, (e) Foreign Competition Laws, (f) the New 
York Stock Exchange, (g) the filing and recordation of appropriate merger 
documents as required by the DGCL and (h) those Laws, Regulations and Orders 
noncompliance with which would not in the aggregate materially impair the 
ability of Acquiror or Newco to perform its obligations under this Agreement 
or be material in any respect to Acquiror, no notices to, consents or 
approvals of, or filings or registrations with any Court or Governmental 
Authority is required under any Law, Regulation or Order applicable to 
Acquiror or Newco to permit Acquiror or Newco to execute, deliver or perform 
this Agreement or the Option Agreement or any instrument required hereby to 
be executed and delivered by it at the Closing.

     Section 5.6  NO VIOLATION.  Assuming effectuation of all filings and 
registrations with, termination or expiration of any applicable waiting 
periods imposed by and receipt of all 

                                       27
<PAGE>

Permits or Orders of, Courts and/or Governmental Authorities indicated as 
required in Section 5.5, neither the execution and delivery by Acquiror or 
Newco of this Agreement, or any instrument required hereby to be executed and 
delivered by Acquiror or Newco at the Closing nor the performance by Acquiror 
or Newco of their respective obligations hereunder or thereunder will (a) 
violate or breach the terms of or cause a default under  any Law, Regulation 
or Order applicable to Acquiror or Newco,  the articles of incorporation or 
by-laws of Acquiror or Newco or  any contract, note, bond, mortgage, 
indenture, license, agreement or other instrument to which Acquiror or any of 
its Subsidiaries is a party or by which it or any of its properties or assets 
is bound, or (b) with the passage of time, the giving of notice or the taking 
of any action by a third Person, have any of the effects set forth in clause 
(a) of this Section, except in any such case for any matters described in 
this Section 5.6 that would not in the aggregate have a material adverse 
effect upon the ability of Acquiror or Newco to perform its obligations under 
this Agreement or be material in any respect to Acquiror.

     Section 5.7  REPORTS.

          (a)  Acquiror has timely filed all reports required to be filed by 
it with the SEC since January 1, 1997 pursuant to the Exchange Act which 
complied, at the time of filing, in all material respects with applicable 
requirements of the Exchange Act (collectively, the "Acquiror SEC Reports").  
None of Acquiror SEC Reports, as of their respective dates, contained or, if 
filed after the date hereof, will contain any untrue statement of a material 
fact or omitted or, if filed after the date hereof, will omit to state a 
material fact required to be stated therein or necessary in order to make the 
statements therein, in light of the circumstances under which they were made, 
not misleading, except to the extent superseded by an Acquiror SEC Report 
filed subsequently and prior to the date hereof.

          (b)  The consolidated statements of financial position and the 
related consolidated statements of operations, stockholders' equity and cash 
flows (including the related notes thereto) of Acquiror included in the 
Acquiror SEC Reports complied in all material respects with applicable 
accounting requirements and the published rules and Regulations of the SEC 
with respect thereto, have been prepared in conformity with GAAP (except, in 
the case of unaudited statements, as permitted by Form 10-Q of the SEC) 
applied on a basis consistent with prior periods (except as otherwise noted 
therein), and present fairly the consolidated financial position of Acquiror 
as at their respective dates, and the consolidated results of its operations 
and its cash flows for the periods presented therein subject, in the case of 
the unaudited interim financial statements, to normal year-end adjustments 
that have not been and are not expected to be material in amount.

     Section 5.8  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since September 30, 
1998 there is not and has not been a Material Adverse Effect on Acquiror.


                                       28
<PAGE>

     Section 5.9  REGISTRATION STATEMENT; PROXY STATEMENT/PROSPECTUS.  The 
information supplied by Acquiror or required to be supplied by the Acquiror 
(except to the extent revised or superseded by amendments or supplements) for 
inclusion in the Registration Statement, or any amendment or supplement 
thereto, shall not, at the time the Registration Statement (including any 
amendments or supplements thereto) is declared effective by the SEC, contain 
any untrue statement of a material fact or omit to state any material fact 
required to be stated therein or necessary in order to make the statements 
therein, in light of the circumstances under which they were made, not 
misleading.  The information supplied by Acquiror or required to be supplied 
by the Acquiror (except to the extent revised or superseded by amendments or 
supplements) for inclusion in the Proxy Statement shall not, on the date the 
Proxy Statement is first mailed to the Company's stockholders, at the time of 
the Company Stockholders' Meeting and at the Effective Time, contain any 
statement which, at such time, is false or misleading with respect to any 
material fact, or omit to state any material fact necessary in order to make 
the statements made therein, in light of the circumstances under which they 
are made, not false or misleading, or omit to state any material fact 
necessary to correct any statement in any earlier communication with respect 
to the solicitation of proxies by or on behalf of the Company for the Company 
Stockholders' Meeting which has become false or misleading.  The Registration 
Statement will comply as to form in all material respects with the provisions 
of the Securities Act.  Notwithstanding the foregoing, Acquiror makes no 
representation, warranty or covenant with respect to any information supplied 
or required to be supplied by the Company which is contained in or omitted 
from any of the foregoing documents.

     Section 5.10  POOLING; TAX MATTERS.  As of the date hereof, to the 
Knowledge of Acquiror, neither Acquiror nor any of its Affiliates has taken 
or agreed to take any action or failed to take any action that would prevent 
(a) the Merger from being treated for financial accounting purposes as a 
"pooling of interests" in accordance with GAAP and the Regulations and 
interpretations of the SEC or (b) the Merger from constituting a 
reorganization within the meaning of Section 368(a) of the Code.

     Section 5.11  AFFILIATES.  Section 5.11 of Acquiror's Disclosure 
Schedule contains a true and complete list of all Persons who, as of the date 
hereof, to the Knowledge of Acquiror, may be deemed to be Affiliates of 
Acquiror, excluding all its Subsidiaries but including all directors and 
executive officers of Acquiror.

                                     ARTICLE VI

                   COVENANTS RELATING TO THE CONDUCT OF BUSINESS

     Section 6  CONDUCT OF BUSINESS OF THE COMPANY.  Except as set forth in 
Section 6 of the Company's Disclosure Schedule, during the period from the 
date of this Agreement to the Closing Date (unless Acquiror shall otherwise 
consent in writing and except as otherwise expressly contemplated or 
permitted by this Agreement), the Company will, and will cause the 
Subsidiaries of the Company to, to the extent permitted by this Agreement, 
operate their 

                                       29
<PAGE>

businesses in good faith with the goal of preserving intact their assets and 
current business organizations, keeping available the services of their 
current officers and employees, maintaining their Material Contracts and 
preserving their relationships with customers, suppliers, creditors, brokers, 
agents and others having business dealings with them, it being understood 
that the failure to so preserve, keep or maintain shall not be a breach of 
this Section 6 so long as such businesses are operated in good faith as 
aforesaid.  Without limiting the generality of the foregoing, and except as 
otherwise expressly contemplated by this Agreement, or as set forth in 
Section 6 of the Company's Disclosure Schedule, or as agreed to in writing by 
Acquiror, the Company agrees as to itself and its Subsidiaries that:

          (a)  ISSUANCE AND REDEMPTION OF SECURITIES.  Except as required by 
the Option Agreement or the Company Rights Agreement, and, subject to Section 
7.6(e)(ii), except for grants of stock options in the ordinary course 
consistent with past practice pursuant to the Company Option Plans or Company 
Stock Purchase Plan, in each case as in effect on the date hereof, or 
issuance of Company Common Stock pursuant to the exercise of options granted 
thereunder or the exercise or conversion of other securities outstanding on 
the date hereof, the Company and its Subsidiaries shall not issue, sell or 
grant any shares of capital stock of any class,or any securities or rights 
convertible into, exchangeable for, or evidencing the right to subscribe for 
any shares of capital stock, or any rights, warrants, options, calls, 
commitments or any other agreements of any character to purchase or acquire 
any shares of capital stock or any securities or rights convertible into, 
exchangeable for, or evidencing the right to subscribe for, any shares of 
capital stock or any other securities in respect of, in lieu of, or in 
substitution for, shares outstanding on the date hereof.  In no event shall 
the vesting or exercisability of any Company stock option or shares of 
restricted Company Common Stock granted or issued under any Company Plan be 
accelerated as a result of or in connection with the execution, delivery or 
performance of this Agreement, the Option Agreement or the Voting Agreement 
or the consummation of the transactions contemplated hereby and thereby, 
except to the extent required under the terms of the applicable Company Plan 
or applicable individual agreement as in effect on the date hereof (or if 
entered into after the date hereof in compliance with this Section 6(a), such 
agreement which shall be in the standard form thereof as in effect on the 
date hereof).

          (b)  DIVIDENDS.  The Company shall not, nor shall it permit any of 
its Subsidiaries to (i) split, combine, subdivide or reclassify any shares of 
its capital stock or (ii) declare, set aside for payment or pay any dividend, 
or make any other distribution in respect of, any of its capital stock, or 
redeem or repurchase any of its capital stock or any outstanding options, 
warrants or rights of any kind to acquire any shares of, or any outstanding 
securities that are convertible into or exchangeable for any shares of, 
capital stock of the Company or any of the Company's Subsidiaries, except for 
(A) the distribution of the Rights pursuant to the Company Rights Agreement, 
(B) dividends by a wholly owned Subsidiary of the Company to the Company or 
another wholly owned Subsidiary of the Company and (C) repurchases of 
unvested shares in connection with the termination of a relationship with any 
employee, 

                                       30
<PAGE>

consultant or director pursuant to stock option or purchase agreements in 
effect on the date hereof or approved by Acquiror.

          (c)  RESTRUCTURING.  The Company and its Subsidiaries shall not 
adopt a plan of complete or partial liquidation, dissolution, merger, 
consolidation, restructuring, recapitalization or other reorganization of the 
Company or any Subsidiary.

          (d)  GOVERNING DOCUMENTS.  Except as required by the Company Rights 
Agreement, the Company and its Subsidiaries shall not adopt any amendments to 
their articles or certificates of incorporation, as the case may be, or their 
bylaws or other equivalent organizational documents, or alter through merger, 
liquidation, reorganization, restructuring or in any other fashion the 
corporate structure or ownership of the Company or any such Subsidiary.

          (e)  INDEBTEDNESS.  The Company and its Subsidiaries shall not 
incur any indebtedness for money borrowed other than in the ordinary course 
of business or guarantee any such indebtedness of another Person (other than 
the Company or any other Subsidiary of the Company), enter into any "keep 
well" or other agreement to maintain any financial condition of another 
Person (other than the Company or any Subsidiary of the Company) or enter 
into any arrangement having the economic effect of any of the foregoing in 
each case, other than (i) in connection with the financing of ordinary course 
trade payables in the ordinary course of business, (ii) pursuant to existing 
credit facilities in the ordinary course of business or (iii) the guarantee 
by the Company of any indebtedness of any Subsidiary of the Company.

          (f)  NO ACQUISITIONS.  The Company and its Subsidiaries shall not 
acquire or agree to acquire (i) by merging or consolidating with, or by 
purchasing a substantial portion of the assets of, or by any other manner, 
any business or any corporation, limited liability company, partnership, 
joint venture, association or other business organization or division thereof 
or (ii) any assets that, individually or in the aggregate, are material to 
the Company and its Subsidiaries except (without limitation of paragraph (h) 
below but subject to paragraph (i) below), in the ordinary course of business 
consistent with past practice.

          (g)  NO DISPOSITIONS.  Except in the ordinary course of business, 
the Company and its Subsidiaries shall not sell, lease, license or otherwise 
encumber or subject to any Lien or otherwise dispose of any of the properties 
or assets of the Company or any of its Subsidiaries that, individually or in 
the aggregate, are material, in nature or amount, to any Business Segment.

          (h)  CAPITAL EXPENDITURES.  The Company and its Subsidiaries shall 
not make or agree to make any capital expenditures relating to a single 
project in excess of $5 million or in the aggregate in excess of $25 million.

                                       31
<PAGE>

          (i)  CONTRACTS.  Except in the ordinary course of business, the 
Company and its Subsidiaries shall not (A) enter into any Material Contract, 
or (B) modify, amend or transfer in any material respect or terminate any 
Material Contract (other than the Company Rights Agreement) to which the 
Company or any of its Subsidiaries is a party or waive, release or assign any 
material rights or claims thereunder.  Without limitation of the previous 
sentence, without the consent of Acquiror not to be unreasonably withheld or 
delayed (notwithstanding the last sentence of the first paragraph of this 
Section 6), the Company and its Subsidiaries will not enter into any 
Netcenter agreement or commitment (including any extension, amendment, 
renewal or modification to any existing agreement) (i) having a term of more 
than one year from the date hereof (including if the other party or parties 
thereto have the unilateral right to extend such term beyond one year from 
the date hereof) and (A) providing any of the following restrictions on the 
Company: exclusivity across Netcenter or any channels within Netcenter, "most 
favored nations" or rights of first refusal or first offer or (B) providing 
inventory commitments on Netcenter with respect to twelve and one-half 
percent (12.5%) or more of the saleable inventory on either the Netcenter 
home page or NetSearch page during the term of the applicable agreement, or 
(ii) providing for or allowing the termination thereof upon the Merger, or 
upon a "change in control" of Acquiror or the sale or spin-off of the Company 
or portions of its business after the Effective Time.

          (j)  EMPLOYEE MATTERS.  Except as required by Law or in the 
ordinary course of business, or in accordance with this Agreement, the 
Company and its Subsidiaries shall not (i) increase the compensation or 
fringe benefits of any of their respective employees, (ii) enter into any 
contract with any of their respective employees, officers or directors 
regarding his or her employment, compensation or benefits, or (iii) adopt any 
plan, arrangement or policy which would become a Company Plan or amend any 
Company Plan to the extent such adoption or amendment would create or 
increase any liability or obligation on the part of the Company or its 
Subsidiaries.

          (k)  ACCOUNTING POLICIES AND PROCEDURES.  The Company and its 
Subsidiaries shall not make any change to their accounting methods, 
principles or practices, except as may be required by GAAP, Regulation S-X 
promulgated by the SEC or applicable statutory accounting principles.

          (l)  LIENS.  The Company shall not, and shall not permit any of its 
Subsidiaries to, create, incur or assume any material Lien on any of their 
material assets.

          (m)  CLAIMS.  The Company and its Subsidiaries shall not settle any 
material Litigation or waive, assign or release any material rights or claims 
except in either case (i) in the ordinary course of business and (ii) for any 
such settlement which (A) would not impose either material restrictions on 
the conduct of the business of the Company or any of its Subsidiaries or (B) 
for Litigation items settled for money, involve in the aggregate in excess of 
$10,000,000 in cost to the Company or any of its Subsidiaries.  The Company 
and its Subsidiaries shall not pay, discharge or satisfy any liabilities or 
obligations (absolute, accrued, 

                                       32
<PAGE>

asserted or unasserted, contingent or otherwise), except in the ordinary 
course of business or in accordance with their terms.

          (n)  INTEREST RATE AND FOREIGN EXCHANGE.  Except in the ordinary 
course of business, the Company and its Subsidiaries shall not materially 
restructure or materially change its gap position, through purchases, sales, 
hedges, swaps, caps or collars or otherwise or the manner in which any 
current hedges are classified or reported.

          (o)  TAXES.  The Company and its Subsidiaries shall not make any 
Tax election or settle or compromise any material Tax liability, except in 
respect of ongoing matters or in the ordinary course of business.

          (p)  NO AGREEMENTS.  The Company and its Subsidiaries shall not 
authorize, recommend, propose or announce an intention to do any of the 
foregoing, or agree or enter into any contract to do any of the foregoing.

          (q)  INSURANCE.  The Company shall, and shall cause its 
Subsidiaries to, use commercially reasonable efforts to maintain in full 
force and effect all self-insurance or insurance, as the case may be, 
currently in effect.

          (r)  Y2K COMPLIANCE PLAN.  The Company shall, and shall cause its 
Subsidiaries to, use commercially reasonable efforts to carry forward in all 
material respects the Y2K Review and Assessment Report and Recommendations 
dated November 13, 1998, previously made available by the Company to Acquiror.

                                    ARTICLE VII

                               ADDITIONAL AGREEMENTS

     Section 7.1  NO SOLICITATION.  From the date hereof until the Effective
Time or, if earlier, the termination of this Agreement pursuant to Article IX,
the Company shall not (whether directly or indirectly through advisors, agents
or other intermediaries), and the Company shall cause its respective officers,
directors, advisors, representatives or other agents of the Company not to, (a)
solicit, initiate or knowingly encourage any Acquisition Proposal (as defined
herein) or (b) engage in discussions or negotiations with, or disclose any
non-public information relating to the Company or its Subsidiaries or afford
access to the properties, books or records of the Company or its Subsidiaries
to, any Person that has made an Acquisition Proposal or has advised the Company
that it is interested in making an Acquisition Proposal; PROVIDED that, if and
only if (i) the Company's Board of Directors believes in good faith, based on
such matters as it deems relevant, including the advice of the Company's
financial advisor, that such Acquisition Proposal is a Financially Superior
Proposal (as defined herein) and (ii) the Company's Board of Directors
determines in good faith, based on such matters as it deems relevant, including
consultation with the Company's outside legal counsel, that the failure to

                                       33
<PAGE>

engage in such negotiations or discussions or provide such information is a 
breach of the fiduciary duties of the Board of Directors of the Company under 
applicable Law, then the Company may engage in any act otherwise proscribed 
by clause (b) above.  The Company shall as promptly as practicable provide 
Acquiror with a copy of any written Acquisition Proposal received and a 
written statement with respect to any nonwritten Acquisition Proposal 
received, which statement shall include the identity of the Person making the 
Acquisition Proposal and the material terms thereof.  The Company shall 
inform Acquiror as promptly as practicable of any change in the price, 
structure, form of consideration or material terms and conditions regarding 
the Acquisition Proposal.  For purposes of this Agreement, "Acquisition 
Proposal" means any offer or proposal for a merger, consolidation, 
recapitalization, liquidation or other business combination involving the 
Company or any of its Material Subsidiaries (as defined herein) or the 
acquisition or purchase of 20% or more of any class of equity securities of 
the Company or any of its Material Subsidiaries, or any tender offer or 
exchange offer, that, if consummated, would result in any Person (other than 
Acquiror and its affiliates) beneficially owning 20% or more of any class of 
equity securities of the Company or any of its Material Subsidiaries, or the 
acquisition, license or purchase of a substantial portion of the technology, 
business or assets of the Company and its Subsidiaries, other than the 
transactions contemplated by this Agreement and other than in the ordinary 
course of business.  As used herein, a "Financially Superior Proposal" shall 
mean an Acquisition Proposal which in the reasonable judgment of the 
Company's Board of Directors, based on such matters as it deems relevant, 
including the advice of the Company's financial advisor, (i) will result in a 
transaction providing aggregate value greater than that provided pursuant to 
this Agreement and (ii) is reasonably capable of being financed by the Person 
making such Acquisition Proposal.  As used herein, "Material Subsidiary" 
means any Subsidiary of the Company whose consolidated revenues, net income 
or assets constitute 20% or more of the revenues, net income or assets of the 
Company and its Subsidiaries, taken as a whole.  Nothing in this Agreement, 
including Section 6(g), shall prohibit the Company or the Company's Board of 
Directors from taking and disclosing to the Company's stockholders a position 
with respect to a tender or exchange offer by a third party pursuant to Rules 
14d-9 and 14e-2(a) promulgated under the Exchange Act or from making any 
disclosure required by an applicable Law.

     Section 7.2  ACCESS AND INFORMATION.  Each of the parties will, and 
will cause its Subsidiaries to, (i) afford to the other party and its 
officers, directors, employees, accountants, consultants, legal counsel, 
agents and other representatives (collectively, the "Representatives") full 
access at reasonable times upon reasonable prior notice to the officers, 
employees, agents, properties, offices and other facilities of such party and 
its Subsidiaries and to their books and records, (ii) furnish promptly to the 
other party and its Representatives such information concerning the business, 
properties, contracts, records and personnel of such party and its 
Subsidiaries (including financial, operating and other data and information) 
as may be reasonably requested, from time to time, by or on behalf of the 
other party.  No investigation by any party hereto shall affect any 
representation or warranty in this Agreement of any party hereto or any 
condition to the obligations of the parties hereto.  All information obtained 
by 

                                       34
<PAGE>

Acquiror or the Company pursuant to this Section 7.2 shall be kept 
confidential in accordance with the Confidentiality Agreement.

     Section 7.3  MEETING OF STOCKHOLDERS.  The Company, acting through its 
Board of Directors, shall, in accordance with the DGCL and its certificate of 
incorporation and bylaws, promptly and duly call, give notice of, convene and 
hold as soon as practicable following the date upon which the Registration 
Statement becomes effective, the Company Stockholders' Meeting, and the 
Company shall consult with Acquiror in connection therewith. Unless the Board 
of Directors determines, based on such matters as it deems relevant, 
including consultation with the Company's outside legal counsel, that to do 
so is a breach of the fiduciary duties of the Board of Directors of the 
Company under applicable Law, the Board of Directors of the Company shall 
declare that this Agreement is advisable and recommend that the Agreement and 
the transactions contemplated hereby be approved and adopted by the 
stockholders of the Company and include in the Registration Statement and 
Proxy Statement a copy of such recommendations; PROVIDED, HOWEVER, that, the 
Board of Directors of the Company shall submit this Agreement to the 
Company's stockholders, whether or not the Board of Directors of the Company 
at any time subsequent to the date hereof determines that this Agreement is 
no longer advisable or recommends that the stockholders of the Company reject 
it.  Unless the Board of Directors of the Company has withdrawn its 
recommendation of this Agreement in compliance herewith, the Company shall 
use reasonable efforts to solicit from stockholders of the Company proxies in 
favor of the approval and adoption of this Agreement and the Merger and to 
secure the vote or consent of stockholders required by the DGCL and its 
certificate of incorporation and bylaws to approve and adopt this Agreement 
and the Merger.

     Section 7.4  REGISTRATION STATEMENT; PROXY STATEMENT.

          (a)  As promptly as practicable following the date of this 
Agreement, the Company shall prepare and file with the SEC a preliminary 
proxy or information statement relating to the Merger and this Agreement and 
obtain and furnish the information required to be included by the SEC in the 
Proxy Statement and, after consultation with Acquiror, respond promptly to 
any comments made by the SEC with respect to the Proxy Statement to be mailed 
to its stockholders at the earliest practicable date after the Registration 
Statement is declared effective by the SEC, PROVIDED that no amendment or 
supplement to the Proxy Statement will be made by the Company without 
consultation with Acquiror and its counsel.

          (b)  Acquiror shall prepare and file with the SEC the Registration 
Statement, in which the Proxy Statement shall be included as a prospectus, 
and shall use reasonable efforts to have the Registration Statement declared 
effective by the SEC as promptly as practicable.  Acquiror shall obtain and 
furnish the information required to be included in the Registration Statement 
and, after consultation with the Company, respond promptly to any comments 
made by the SEC with respect to the Registration Statement and cause the 
prospectus included therein, including any amendment or supplement thereto, 
to be mailed to the Company's stockholders at the earliest practicable date 
after the Registration Statement is declared effective 

                                       35
<PAGE>

by the SEC, provided that no amendment or supplement to the Registration 
Statement will be made by Acquiror without consultation with the Company and 
its counsel.  Acquiror shall also take any action required to be taken under 
state blue sky or other securities Laws in connection with the issuance of 
Acquiror Common Stock in the Merger.

     Section 7.5  APPROPRIATE ACTION; CONSENTS; FILINGS.

          (a)  The Company and Acquiror will each use reasonable efforts (i) 
to take, or to cause to be taken, all appropriate action, and to do, or to 
cause to be done, all things necessary, proper or advisable under applicable 
Law or otherwise to consummate and make effective the transactions 
contemplated by this Agreement, unless the Board of the Directors of the 
Company has withdrawn its recommendation of this Agreement in compliance 
herewith, (ii) to obtain from any Governmental Authorities any Permits or 
Orders required to be obtained by Acquiror or the Company or any of their 
Subsidiaries in connection with the authorization, execution, delivery and 
performance of this Agreement and the consummation of the transactions 
contemplated hereby, including the Merger, (iii) to make all necessary 
filings, and thereafter make any other required submissions, with respect to 
this Agreement and the Merger required under (A) the Securities Act and the 
Exchange Act, and any other applicable federal or state securities Laws, (B) 
the HSR Act (C) Foreign Competition Laws and (D) any other applicable Law; 
PROVIDED that Acquiror and the Company will cooperate with each other in 
connection with the making of all such filings, including providing copies of 
all such documents to the nonfiling party and its advisors prior to filings 
and, if requested, will accept all reasonable additions, deletions or changes 
suggested in connection therewith and (iv) to furnish all information 
required for any application or other filing to be made pursuant to any 
applicable Law or any applicable Regulations of any Governmental Authority 
(including all information required to be included in the Proxy Statement or 
the Registration Statement) in connection with the transactions contemplated 
by this Agreement PROVIDED, HOWEVER, that neither Acquiror nor any of its 
Affiliates shall be under any obligation to make proposals, execute or carry 
out agreements or submit to Orders providing for the sale or other 
disposition or holding separate (through the establishment of a trust or 
otherwise) of any material (in nature or amount) assets or categories of 
material (in nature or amount) assets of Acquiror, any of its Affiliates or 
the Company or the holding separate of the shares of Company Common Stock or 
imposing or seeking to impose any material limitation on the ability of 
Acquiror or any of its Subsidiaries or Affiliates to conduct their business 
or own such assets or to acquire, hold or exercise full rights of ownership 
of the shares of Company Common Stock.

          (b)  Each of the Company and Acquiror will give prompt notice to 
the other of (i) any notice or other communication from any Person alleging 
that the consent of such Person is or may be required in connection with the 
Merger, (ii) any notice or other communication from any Governmental 
Authority in connection with the Merger, (iii) any Litigation, relating to or 
involving or otherwise affecting the Company, Acquiror or their Subsidiaries 
that relates to the consummation of the Merger; and (iv) any change that is 
reasonably likely to have a Material Adverse Effect on the Company or 
Acquiror.

                                       36
<PAGE>

          (c)  Each of the Company and Acquiror will give (or will cause 
their respective Subsidiaries to give) any notices to third Persons, and use, 
and cause their respective Subsidiaries to use, reasonable efforts to obtain 
any consents from third Persons necessary, proper or advisable (as determined 
in good faith by Acquiror with respect to such notices or consents to be 
delivered or obtained by the Company) to consummate the transactions 
contemplated by this Agreement.

          (d)  To the extent requested by Acquiror, the Company shall 
cooperate with Acquiror to identify any "Encumbrances" that may adversely 
affect the Company's or its Subsidiaries' right to sublicense any 
Intellectual Property rights owned or licensed by the Company (including the 
right to further sublicense such rights) in the Company's or its 
Subsidiaries' client or server software (including without limitation 
development tools, tests and other development components) which will exist 
as of the Closing Date, and any maintenance upgrades and new releases of such 
software, if any, which will be already in progress at the Company as of the 
Closing Date, and/or any components of the foregoing (collectively, the 
"Software Products").  Such cooperation shall include, upon Acquiror's 
written request, granting Acquiror full access, subject to existing or other 
reasonable confidentiality restrictions, to the Company's technology 
licenses, acquisition agreements and Intellectual Property claims relating to 
the Software Products.  "Encumbrance" means any restriction or limit that 
would prevent or materially limit or restrict the Company's ability to 
sublicense any Intellectual Property right owned or licensed by the Company 
(including the right to further sublicense such rights) with respect to the 
Software Products, including, without limitation, limitations on source code 
access and sublicensing rights, as well as prohibitions or required consents 
to assignment of rights from the Company to the Acquiror upon the Closing 
Date, which rights, if not available, would constitute an Encumbrance.  The 
Company shall use reasonable efforts in consultation with Acquiror to remove, 
limit or diminish such Encumbrances in a reasonable priority order designated 
by Acquiror, with the goal of removing or minimizing as soon as practicable 
all such Encumbrances and having no ongoing financial obligations in 
connection therewith.

     Section 7.6  AFFILIATES; POOLING; TAX TREATMENT.

          (a)  The Company will use reasonable efforts to obtain an executed 
letter agreement substantially in the form of ANNEX C hereto from (i) each 
Person identified in Section 4.22 of the Company's Disclosure Schedule within 
15 days following the execution and delivery of this Agreement and (ii) from 
any Person who, to the Company's Knowledge, may be deemed to have become an 
Affiliate of the Company after the date of this Agreement and prior to the 
Effective Time as soon as practicable after attaining such status.

          (b)  Acquiror will use reasonable efforts to obtain an executed 
letter agreement substantially in the form of ANNEX D hereto from (i) each 
Person identified in Section 5.11 of Acquiror's Disclosure Schedule within 15 
days following the execution and delivery of this Agreement and (ii) from any 
Person who, to Acquiror's Knowledge, may be 

                                       37
<PAGE>

deemed to have become an Affiliate of Acquiror after the date of this 
Agreement and prior to the Effective Time as soon as practicable after 
attaining such status.

          (c)  Acquiror Companies will not be required to maintain the 
effectiveness of the Registration Statement for the purpose of resale by 
stockholders of the Company who may be Affiliates of the Company pursuant to 
Rule 145 under the Securities Act.

          (d)  Acquiror and the Company will each use reasonable efforts 
before and after the Closing to cause the Merger to qualify as a 
reorganization within the meaning of Section 368(a) of the Code, and will not 
take, and will use reasonable efforts to prevent any Affiliate of such party 
from taking, any actions which could prevent the Merger from qualifying as 
such a reorganization, and will take such action as is available and may be 
reasonably required to negate the impact of any past actions by such party or 
its respective Affiliates which would reasonably be expected to adversely 
impact the qualification of the Merger as a reorganization within the meaning 
of Section 368(a) of the Code. Acquiror and the Company will each use 
reasonable efforts to obtain executed representation letters described in 
Sections 8.2(d) and 8.3(c), respectively, substantially in the respective 
forms attached hereto as Annexes E and F.

          (e)  (i)    Acquiror will not knowingly take, or knowingly permit 
any controlled Affiliate of Acquiror to take, any actions which could prevent 
the Merger from being treated for financial accounting purposes as a "pooling 
of interests" under GAAP, it being understood and agreed that if Ernst & 
Young LLP, Acquiror's independent accountants, advises Acquiror that an 
action would not prevent the Merger from being so treated, such action will 
be conclusively deemed not to constitute a breach of this Section 7.6 (e)(i).

               (ii)   The Company will not knowingly take, or knowingly 
permit any controlled Affiliate of the Company to take, any actions which 
could prevent the Merger from being treated for financial accounting purposes 
as a "pooling of interests" under GAAP, it being understood and agreed that 
if Ernst & Young LLP, the Company's independent accountants, advises the 
Company that an action would not prevent the Merger from being so treated, 
such action will be conclusively deemed not to constitute a breach of this 
Section 7.6 (e)(ii).

     Section 7.7  PUBLIC ANNOUNCEMENTS.  The parties will consult with each 
other and will mutually agree upon any press release or public announcement 
pertaining to the Merger and shall not issue any such press release or make 
any such public announcement prior to such consultation and agreement, except 
as may be required by applicable Law or by obligations pursuant to any 
listing agreement with any national securities exchange or national automated 
quotation system, in which case the party proposing to issue such press 
release or make such public announcement shall use reasonable efforts to 
consult in good faith with the other party before issuing any such press 
release or making any such public announcement.  Notwithstanding the 
foregoing, in the event the Company's Board of Directors withdraws its 
recommendation of this Agreement in compliance herewith, the Company will no 
longer be 

                                       38
<PAGE>

required to consult with or obtain the agreement of Acquiror or Newco in 
connection with any press release or public announcement.

     Section 7.8  STOCK EXCHANGE LISTING.  Acquiror will use reasonable 
efforts to cause the shares of Acquiror Common Stock to be issued in the 
Merger to be approved for listing (subject to official notice of issuance) on 
the New York Stock Exchange prior to the Effective Time.

     Section 7.9  EMPLOYEE BENEFIT PLANS.

          (a)  Acquiror agrees that individuals who are employed by the 
Company or any Subsidiary of the Company immediately prior to the Effective 
Time shall become employees of the Surviving Corporation or one of its 
Subsidiaries following the Effective Time (each such employee, an "Affected 
Employee"); PROVIDED, HOWEVER, that this Section 7.9(a) shall not be 
construed to limit the ability of the applicable employer to terminate the 
employment of any Affected Employee at any time.

          (b)  Acquiror will, or will cause the Surviving Corporation to, 
give Affected Employees full credit for purposes of eligibility (including 
service and waiting period requirements), vesting, benefit accrual and 
determination of the level of benefits under any employee benefit plans or 
arrangements maintained by the Acquiror, the Surviving Corporation or any 
Subsidiary of the Acquiror for such Affected Employees' service with the 
Company or any Subsidiary of the Company to the same extent recognized by the 
Company or any Subsidiary of the Company immediately prior to the Effective 
Time.

          (c)  Acquiror will, or will cause the Surviving Corporation to, (i) 
waive all limitations as to preexisting conditions, exclusions and waiting 
periods and service requirements with respect to participation and coverage 
requirements applicable to the Affected Employees under any welfare benefit 
plans that such employees may be eligible to participate in after the 
Effective Time, other than limitations, waiting periods or service 
requirements that are already in effect with respect to such employees and 
that have not been satisfied as of the Effective Time under any welfare plan 
maintained for the Affected Employees immediately prior to the Effective 
Time, and (ii) provide each Affected Employee with credit for any co-payments 
and deductibles paid prior to the Effective Time (as shown on the Company's 
records) in satisfying any applicable deductible or out-of-pocket 
requirements under any welfare plans that such employees are eligible to 
participate in after the Effective Time.

          (d)  For a period of six months immediately following the Effective 
Time, the coverage and benefits provided to Affected Employees pursuant to 
employee benefit plans or arrangements maintained by Acquiror, the Company or 
any Subsidiary of the Company, or any Subsidiary of the Acquiror shall be, in 
the aggregate, not less favorable than those provided to such employees 
immediately prior to the Effective Time.

                                       39
<PAGE>

     Section 7.10  INDEMNIFICATION OF DIRECTORS AND OFFICERS; DIRECTORS & 
OFFICERS INSURANCE.

          (a)  From and after the Effective Time, Acquiror will fulfill and 
honor and will cause the Surviving Corporation to fulfill and honor in all 
respects the obligations of the Company pursuant to any indemnification 
agreements between the Company and its directors and officers as of or prior 
to the date hereof (or indemnification agreements in the Company's customary 
form for directors joining the Company's Board of Directors prior to the 
Effective Time) and any indemnification provisions under the Company's 
certificate of incorporation or bylaws as in effect immediately prior to the 
Effective Time.

          (b)  For a period of six years after the Effective Time, Acquiror 
will maintain or cause the Surviving Corporation to maintain in effect, if 
available, directors' and officers' liability insurance covering those 
Persons who, as of immediately prior to the Effective Time, are covered by 
the Company's directors' and officers' liability insurance policy (the 
"Insured Parties") on terms no less favorable to the Insured Parties than 
those of the Company's present directors' and officers' liability insurance 
policy; PROVIDED, HOWEVER, that in no event will Acquiror or the Surviving 
Corporation be required to expend in excess of 150% of the annual premium 
currently paid by the Company for such coverage (or such coverage as is 
available for 150% of such annual premium).

          (c)  The provisions of this Section 7.10 are intended to be for the 
benefit of, and will be enforceable by, each Person entitled to 
indemnification hereunder and the heirs and representatives of such Person.  
Acquiror will not permit the Surviving Corporation to merge or consolidate 
with any other Person unless the Surviving Corporation will ensure that the 
surviving or resulting entity assumes the obligations imposed by this Section 
7.10.

     Section 7.11  EVENT NOTICES.  From and after the date of this Agreement 
until the Effective Time, each party hereto will promptly notify the other 
party hereto of (i) the occurrence or nonoccurrence of any event the 
occurrence or nonoccurrence of which would be likely to cause any condition 
to the obligations of such party to effect the Merger and the other 
transactions contemplated by this Agreement not to be satisfied and (ii) the 
failure of such party to comply with any covenant or agreement to be complied 
with by it pursuant to this Agreement which would be likely to result in any 
condition to the obligations of such party to effect the Merger and the other 
transactions contemplated by this Agreement not to be satisfied.  No delivery 
of any notice pursuant to this Section 7.11 will cure any breach of any 
representation or warranty of such party contained in this Agreement or 
otherwise limit or affect the remedies available hereunder to the party 
receiving such notice.

                                       40
<PAGE>

     Section 7.12  ASSUMPTION OF OBLIGATIONS TO ISSUE STOCK.

          (a)  Simultaneously with the Merger, (i) each outstanding option or 
warrant to purchase or acquire a share of Company Common Stock under any 
Company Option Plan or otherwise shall, in accordance with the terms thereof, 
be converted into an option or warrant to purchase the number of shares of 
Acquiror Common Stock equal to the Exchange Ratio times the number of shares 
of Company Common Stock which could have been obtained prior to the Effective 
Time upon the exercise of each such option or warrant (rounded down to the 
nearest whole share), at an exercise price per share equal to the exercise 
price for each such share of Company Common Stock (rounded up to the nearest 
whole cent) subject to such option or warrant divided by the Exchange Ratio, 
and all references in each such option or warrant to the Company shall be 
deemed to refer to Acquiror, where appropriate, and (ii) Acquiror shall 
assume the obligations of the Company under the Company Option Plans.  The 
other terms of each such option or warrant and any Company Option Plans under 
which they were issued, shall continue to apply in accordance with their 
terms, including any provisions providing for acceleration.

          (b)  Simultaneously with the Merger, each outstanding award 
(including restricted stock, stock equivalents and stock units) ("Company 
Award") under any employee incentive or benefit plans, programs or 
arrangements presently maintained by the Company or any Company Subsidiary 
which provide for grants of equity-based awards shall be amended or converted 
into a similar instrument of Acquiror, in each case with such adjustments to 
the terms of such Company Awards as are appropriate to preserve the value 
inherent in such Company Awards with no detrimental effects on the holders 
thereof.  The other terms of each Company Award, and the plans or agreements 
under which they were issued, shall continue to apply in accordance with 
their terms, including any provisions providing for acceleration.

          (c)  The Company and Acquiror agree that each of their respective 
employee incentive or benefit plans, programs and arrangements shall be 
amended, to the extent necessary and appropriate, to reflect the transactions 
contemplated by this Agreement, including, but not limited to the conversion 
of shares of Company Common Stock held or to be awarded or paid pursuant to 
such benefit plans, programs or arrangements into shares of Acquiror Common 
Stock on a basis consistent with the transactions contemplated by this 
Agreement.

          (d)  Acquiror shall (i) reserve for issuance the number of shares 
of Acquiror Common Stock that will become subject to the benefit plans, 
programs, arrangements and warrants referred to in this Section 7.12 and (ii) 
issue or cause to be issued the appropriate number of shares of Acquiror 
Common Stock pursuant to such plans, programs, arrangements and warrants, 
upon the exercise or maturation of rights existing thereunder at the 
Effective Time or thereafter granted or awarded.

          (e)  The parties will use their reasonable efforts to mutually 
agree with respect to the treatment of the Company Stock Purchase Plan in the 
Merger on terms not 

                                       41
<PAGE>

inconsistent with the Company Stock Purchase Plan or the terms of this 
Agreement; provided, however, that in no event may Company Common Stock be 
purchased under the Company Stock Purchase Plan after the Effective Time.

          (f)  Acquiror agrees to file a registration statement on Form S-8 
for the shares of Acquiror Common Stock issuable with respect to options 
under any Company Option Plan at or prior to the Effective Time and shall use 
its commercially reasonable efforts to maintain the effectiveness of such 
registration statement thereafter for as long as any of such options remain 
outstanding, to the same extent as Acquiror maintains the effectiveness of 
its existing Form S-8.

          (g)  The Company hereby assigns all Repurchase Rights to the Surviving
Corporation as of the Effective Time.

     Section 7.13  CONVEYANCE TAXES.  Acquiror and the Company shall 
cooperate in the preparation, execution and filing of all returns, 
questionnaires, applications, or other documents regarding (i) any real 
property transfer gains, sales, use, transfer, value-added, stock transfer 
(subject to Section 3.2(c)), and stamp Taxes (ii) any recording, registration 
and other fees, and (iii) any similar Taxes or fees that become payable in 
connection with the transactions contemplated hereby.  The Taxes described in 
clause (i) above shall be paid by the Company.

     Section 7.14  VOTING AGREEMENT.  The Company shall use reasonable 
efforts, on behalf of Acquiror and pursuant to the request of Acquiror, to 
cause each Company stockholder named on the signature pages to the Voting 
Agreement to execute and deliver to Acquiror the Voting Agreement 
concurrently with the execution of this Agreement.

     Section 7.15  OPTION AGREEMENT.  Concurrently with the execution of 
this Agreement, the Company shall deliver to Acquiror an executed Option 
Agreement in the form of ANNEX B attached hereto.  The Company agrees to 
fully perform to the fullest extent permitted under applicable Law its 
obligations under the Option Agreement.

     Section 7.16  RIGHTS AGREEMENT.  The Company covenants and agrees with 
Acquiror that the Company shall not take any action which would cause (A) a 
"Shares Acquisition Date" to occur, or Acquiror or any of its Affiliates, 
individually or taken together, to be or be deemed to be an "Acquiring 
Person" under the Company Rights Agreement, or (B) the Company Rights 
Agreement or the Company Rights to apply to Acquiror or any of its 
Affiliates, individually or taken together, in the case of (A) or (B), solely 
as a result of this Agreement, the Option Agreement, the Voting Agreement or 
the transactions contemplated hereby and thereby.  The Company agrees to take 
all actions as are required to prevent any event described in (A) or (B) from 
occurring, in any such case solely as a result of this Agreement, the Option 
Agreement, the Voting Agreement or the transactions contemplated hereby and 
thereby.

     Section 7.17  REASONABLE EFFORTS AND FURTHER ASSURANCES.  Subject to 
the terms and conditions hereof, each of the parties to this Agreement shall 
use reasonable efforts to effectuate 

                                       42
<PAGE>

the transactions contemplated hereby and to fulfill and cause to be fulfilled 
the conditions to Closing under this Agreement.  Subject to the terms and 
conditions hereof, each party hereto, at the reasonable request of another 
party hereto, shall execute and deliver such other instruments and do and 
perform such other acts and things as may be necessary or desirable for 
effecting completely the consummation of this Agreement and the transactions 
contemplated hereby.

                                    ARTICLE VIII

                                 CLOSING CONDITIONS

     Section 8.1  CONDITIONS TO OBLIGATIONS OF EACH PARTY UNDER THIS 
AGREEMENT. The respective obligations of each party to effect the Merger and 
the other transactions contemplated hereby will be subject to the 
satisfaction at or prior to the Effective Time of the following conditions, 
any or all of which may be waived by the party entitled to the benefit 
thereof, in whole or in part, to the extent permitted by applicable Law:

          (a)  EFFECTIVENESS OF THE REGISTRATION STATEMENT.  The Registration 
Statement shall have become effective in accordance with the provisions of 
the Securities Act; no stop Order suspending the effectiveness of the 
Registration Statement shall be in effect; and no proceedings for that 
purpose shall be pending before or threatened by the SEC.

          (b)  STOCKHOLDER APPROVAL.  This Agreement and the Merger shall 
have been approved and adopted by the requisite vote of the stockholders of 
the Company in accordance with the DGCL and the certificate of incorporation 
and bylaws of the Company.

          (c)  NO ORDER.  No Court or Governmental Authority having 
jurisdiction over the Company or Acquiror shall have enacted, issued, 
promulgated, enforced or entered any Law, Regulation or Order (whether 
temporary, preliminary or permanent) which is then in effect and which has 
the effect of making the Merger illegal or otherwise prohibiting consummation 
of the Merger substantially on the terms contemplated by this Agreement.

          (d)  REGULATORY APPROVALS.  All approvals and consents of 
applicable Courts and/or Governmental Authorities required to consummate the 
Merger shall have been received, and all applicable waiting periods under the 
HSR Act and Foreign Competition Laws shall have expired or been terminated.

          (e)  STOCK EXCHANGE LISTING.  The shares of Acquiror Common Stock 
to be issued pursuant to the Merger shall have been approved for listing, 
subject to official notice of issuance, on the New York Stock Exchange.

          (f)  POOLING OF INTERESTS.  Acquiror shall have been advised in 
writing by Ernst & Young LLP as of the date upon which the Effective Time is 
to occur, in a form and in substance reasonably acceptable to Acquiror and 
the Company, that the transactions 

                                       43
<PAGE>

contemplated by this Agreement, if consummated, can properly be accounted for 
as a "pooling of interests" business combination in accordance with GAAP and 
the criteria of Accounting Principles Board Opinion No. 16 and the 
Regulations of the SEC.  It is understood and agreed that (i) the obligations 
of the Company to effect the Merger shall not be subject to the condition set 
forth in this Section 8.1(f) to the extent that the Company shall have 
breached Section 4.21(a) or Section 7.6(e)(ii) hereof, but only if but for 
such breach the condition set forth in this Section 8.1(f) could have been 
satisfied (and provided that (A) if such breach is curable the Company shall 
have the opportunity, for up to 10 calendar days following satisfaction or 
waiver of all other conditions to the Company's obligations to effect the 
Merger (and during such period this Section 8.1(f) condition shall remain in 
effect as a condition to the Company's obligation to effect the Merger), to 
cure such breach and thereby continue this condition in effect as a condition 
to the Company's obligation to effect the Merger and (B) if such breach is 
not curable, or shall not have been cured at the end of such 10-day period, 
this Section 8.1(f) condition shall cease to be in effect as a condition to 
the Company's obligation to effect the Merger); and (ii) the obligations of 
the Acquiror Companies to effect the Merger hereby shall not be subject to 
the condition set forth in this Section 8.1(f) to the extent that either of 
the Acquiror Companies shall have breached Section 5.10(a) or Section 
7.6(e)(i) hereof, but only if but for such breach the condition set forth in 
this Section 8.1(f) could have been satisfied (and provided that (A) if such 
breach is curable Acquiror shall have the opportunity, for up to 10 calendar 
days following satisfaction or waiver of all other conditions to Acquiror's 
obligations to effect the Merger (and during such period this Section 8.1(f) 
condition shall remain in effect as a condition to Acquiror's obligation to 
effect the Merger), to cure such breach and thereby continue this Section 
8.1(f) condition in effect as a condition to Acquiror's obligation to effect 
the Merger and (B) if such breach is not curable, or shall not have been 
cured at the end of such 10-day period, this Section 8.1(f) condition shall 
cease to be in effect as a condition to Acquiror's obligation to effect the 
Merger).

     Section 8.2  ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE ACQUIROR 
COMPANIES.  The obligations of the Acquiror Companies to effect the Merger 
and the other transactions contemplated hereby shall be subject to the 
satisfaction at or prior to the Effective Time of the following additional 
conditions, any or all of which may be waived by the Acquiror Companies, in 
whole or in part, to the extent permitted by applicable Law:

          (a)  REPRESENTATIONS AND WARRANTIES.

               (i)    Each of the representations and warranties of the 
Company contained in this Agreement shall be true and correct as of the date 
hereof and at and as of the Closing Date as if made at and as of such time, 
except that, to the extent such representations and warranties address 
matters only as of a particular date, such representations and warranties 
shall, to such extent, be true and correct at and as of such particular date 
as if made at and as of such particular date; PROVIDED that if any of such 
representations and warranties shall not be true and correct as aforesaid, 
then the condition contained in this Section 8.2(a)(i) (but not the condition 
contained in Section 8.2(a)(ii)) shall nevertheless be deemed satisfied if 
the 

                                       44
<PAGE>

cumulative effect of all inaccuracies of such representations and breaches of 
such warranties shall not be or have a Material Adverse Effect on the 
Company.  The Acquiror Companies shall have received a certificate of an 
executive officer of the Company, dated the date of the Effective Time, to 
such effect.

               (ii)   The representations and warranties of the Company 
contained in Section 4.20 shall be true and correct as of the date hereof and 
at and as of the Closing Date as if made at and as of such time, except that 
to the extent such representations and warranties address matters only as of 
a particular date, such representations and warranties shall, to such extent, 
be true and correct at and as of such particular date as if made at and as of 
such particular date; provided that if any of such representations and 
warranties shall not be true and correct as aforesaid, then the condition 
contained in this Section 8.2(a)(ii) shall nevertheless be deemed satisfied 
if the cumulative effect of all inaccuracies of such representations and 
breaches of such warranties shall not be or have a Material Adverse Effect on 
any Business Segment.

          (b)  AGREEMENTS AND COVENANTS.  The Company shall have performed or 
complied in all material respects with all agreements and covenants required 
by this Agreement to be performed or complied with by it at or prior to the 
Closing.  The Acquiror Companies shall have received a certificate of an 
executive officer of the Company, dated the Closing Date, to such effect.

          (c)  THIRD PARTY CONSENTS.  All Change of Control Consents of third 
parties required in order for a Change of Control Effect not to occur under 
any contract, note, bond, mortgage, indenture, license, agreement or other 
instrument to which the Company or any of its Subsidiaries is a party or by 
which it is bound and which is material to any Business Segment shall have 
been obtained, except where the failure to obtain such Change of Control 
Consents, either individually or in the aggregate, shall not have or be a 
Material Adverse Effect on the Company.

          (d)  TAX OPINION.  Acquiror shall have received the opinion of its 
tax counsel, Skadden, Arps, Slate, Meagher & Flom LLP, dated as of the 
Closing Date, to the effect that the Merger will qualify as a reorganization 
within the meaning of Section 368(a) of the Code; provided, however, that if 
such firm does not render such opinion, this condition shall nonetheless be 
deemed satisfied if such opinion, dated as of the Closing Date, is rendered 
to Acquiror by Wilson Sonsini Goodrich & Rosati, Professional Corporation, 
tax counsel to the Company. The issuance of such opinion shall be conditioned 
on the receipt by such tax counsel rendering such opinion of representation 
letters from each of Acquiror, Newco and the Company, in each case, in form 
and substance reasonably satisfactory to such tax counsel.  The specific 
provisions of each such representation letter shall be in form and substance 
reasonably satisfactory to such tax counsel rendering such opinion, and each 
such representation letter shall be dated on or before the date of such 
opinion and shall not have been withdrawn or modified in any material respect.

                                       45
<PAGE>

          (e)  AFFILIATE AGREEMENTS.  Each of the parties identified by the 
Company as being an Affiliate of the Company shall have delivered to Acquiror 
an executed Affiliate Agreement, in the form attached hereto as ANNEX C, 
which shall be in full force and effect.

          (f)  RIGHTS PLAN.  The provisions of the Company Rights Agreement 
and the Rights shall not apply to Acquiror or any of its Affiliates, 
individually or taken together, as a result of this Agreement, the Option 
Agreement, the Voting Agreement or the transactions contemplated hereby or 
thereby, or to the Merger, and all Company Rights issued thereunder shall, 
immediately prior to the Effective Time, be canceled, void and of no further 
force or effect.

     Section 8.3  ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE COMPANY.  The 
obligations of the Company to effect the Merger and the other transactions 
contemplated hereby shall be subject to the satisfaction at or prior to the 
Effective Time of the following additional conditions, any or all of which 
may be waived by the Company, in whole or in part, to the extent permitted by 
applicable Law:

          (a)  REPRESENTATIONS AND WARRANTIES.  Each of the representations 
and warranties of the Acquiror Companies contained in this Agreement shall be 
true and correct as of the date hereof and at and as of the Closing Date as 
if made at and as of such time, except that to the extent such 
representations and warranties address matters only as of a particular date, 
such representations and warranties shall, to such extent, be true and 
correct as of the date hereof and at and as of such particular date as if 
made at and as of such particular date; PROVIDED that if any of such 
representations and warranties shall not be true and correct as aforesaid, 
then this condition shall nevertheless be deemed satisfied if the cumulative 
effect of all inaccuracies of such representations and breaches of such 
warranties shall not be or have a Material Adverse Effect on Acquiror. The 
Company shall have received a certificate of an executive officer of each of 
the Acquiror Companies, dated the date of the Effective Time, to such effect.

          (b)  AGREEMENTS AND COVENANTS.  The Acquiror Companies shall have 
performed or complied in all material respects with all agreements and 
covenants required by this Agreement to be performed or complied with by them 
at or prior to the Closing.  The Company shall have received a certificate of 
an executive officer of each of the Acquiror Companies, dated the Closing 
Date, to such effect.

          (c)  TAX OPINION.  The Company shall have received the opinion of 
its tax counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, 
dated as of the Closing Date, to the effect that the Merger will qualify as a 
reorganization within the meaning of Section 368(a) of the Code; provided, 
however, that if such firm does not render such opinion, this condition shall 
nonetheless be deemed satisfied if such opinion, dated as of the Closing 
Date, is rendered to the Company by Skadden, Arps, Slate, Meagher & Flom LLP, 
tax counsel to Acquiror.  The issuance of such opinion shall be conditioned 
on the receipt by such tax 

                                       46
<PAGE>

counsel rendering such opinion of representation letters from each of 
Acquiror, Newco and the Company, in each case, in form and substance 
reasonably satisfactory to such tax counsel.  The specific provisions of each 
such representation letter shall be in form and substance reasonably 
satisfactory to such tax counsel rendering such opinion, and each such 
representation letter shall be dated on or before the date of such opinion 
and shall not have been withdrawn or modified in any material respect.

                                     ARTICLE IX

                        TERMINATION, AMENDMENT AND EXPENSES

     Section 9.1  TERMINATION.  This Agreement may be terminated at any time 
prior to the Effective Time, whether before or after approval of this 
Agreement and the Merger by the stockholders of the Company:

          (a)  by mutual consent of Acquiror and the Company;

          (b)  by Acquiror, upon a material breach of any covenant or 
agreement on the part of the Company set forth in this Agreement, or if any 
representation or warranty of the Company hereunder shall be or become untrue 
or inaccurate, in any case such that the conditions set forth in Section 
8.2(a) or Section 8.2(b) would not be satisfied (a "Terminating Company 
Breach"); PROVIDED that, if such Terminating Company Breach is curable by the 
Company through the exercise of its reasonable efforts, and the Company 
continues to exercise such reasonable efforts, Acquiror may not terminate 
this Agreement under this Section 9.1(b) if such Terminating Company Breach 
has been cured prior to June 30, 1999;

          (c)  by the Company, upon material breach of any covenant or 
agreement on the part of the Acquiror Companies set forth in this Agreement, 
or if any representation or warranty of the Acquiror Companies shall be or 
become untrue or inaccurate, in any case such that the conditions set forth 
in Section 8.3(a) or Section 8.3(b) would not be satisfied (a "Terminating 
Acquiror Breach"); PROVIDED that, if such Terminating Acquiror Breach is 
curable by the Acquiror Companies through the exercise of their reasonable 
efforts, and the Acquiror Companies continue to exercise such reasonable 
efforts, the Company may not terminate this Agreement under this Section 
9.1(c) if such Terminating Acquiror Breach has been cured prior to June 30, 
1999;

          (d)  by either Acquiror or the Company, if there shall be any Order 
of a Court or Governmental Authority having jurisdiction over a party hereto 
which is final and nonappealable permanently enjoining, restraining or 
prohibiting the consummation of the Merger, unless the party relying on such 
Order has not complied with its obligations under Section 7.5;

                                       47
<PAGE>

          (e)  by either Acquiror or the Company, if the Merger shall not 
have been consummated before June 30, 1999 (the "Termination Date"); 
PROVIDED, HOWEVER, that the right to terminate this Agreement under this 
Section 9.1(e) shall not be available to any party whose failure to fulfill 
any obligation under this Agreement has been a cause of, or resulted in, the 
failure of the Effective Time to occur on or before the Termination Date;

          (f)  by either Acquiror or the Company, if this Agreement shall 
fail to receive the requisite vote for approval and adoption by the 
stockholders of the Company at the Company Stockholders' Meeting;

          (g)  by Acquiror (i) if the Board of Directors of the Company fails 
to recommend approval and adoption of this Agreement and the Merger by the 
stockholders of the Company or withdraws or modifies (or publicly announces 
an intention to withdraw or modify) in any adverse manner its approval or 
recommendation of this Agreement or the Merger; (ii) if the Board of 
Directors of the Company makes any public recommendation with respect to any 
Acquisition Proposal other than a recommendation to reject such Acquisition 
Proposal; (iii) if the Company takes any action prohibited by Section 7.1; 
(iv) if the Company breaches in any material respect the Option Agreement; or 
(v) if the Board of Directors of the Company resolves to take any of the 
actions specified above.

     The right of any party hereto to terminate this Agreement pursuant to 
this Section 9.1 will remain operative and in full force and effect 
regardless of any investigation made by or on behalf of any party hereto, any 
Person controlling any such party or any of their respective officers, 
directors, representatives or agents, whether prior to or after the execution 
of this Agreement.

     Section 9.2  EFFECT OF TERMINATION.

          (a)  Except as provided in this Section 9.2, in the event of the 
termination of this Agreement pursuant to Section 9.1, this Agreement will 
forthwith become void, and there will be no liability on the part of the 
Acquiror Companies or the Company or any of their respective officers or 
directors to the other and all rights and obligations of any party hereto 
will cease, except that nothing herein will relieve any party from liability 
for any breach, prior to termination of this Agreement in accordance with its 
terms, of any representation, warranty, covenant or agreement contained in 
this Agreement.

          (b)  If this Agreement is terminated (i) by Acquiror pursuant to 
Section 9.1(g) or (ii) by Acquiror or Company pursuant to Section 9.1(f) 
hereof because of the failure to obtain the required approval from the 
Company stockholders and, in the case of termination pursuant to this clause 
(ii), if (A) at or prior to the Company Stockholders' Meeting an Acquisition 
Proposal shall have been publicly announced or disclosed (whether or not such 
offer, proposal, announcement or agreement shall have been rejected or shall 
have been withdrawn prior to the time of such termination or of the Company 
Stockholders' Meeting) and 

                                       48
<PAGE>

(B)(1) a third party or "group" (within the meaning of Rule 13d-5 under the 
Exchange Act), directly or indirectly, acquires Company Common Stock which 
results in such third party or "group" having beneficial ownership of 35% or 
more of the then outstanding Company Common Stock (excluding an underwriter 
who acquires such beneficial ownership pursuant to a bonafide underwritten 
offering) or (2) a sale, transfer or license (having a similar effect as a 
sale or transfer) of 35% or more of the fair market value of the assets of 
the Company is consummated with a third party or "group" (within the meaning 
of Rule 13d-5 under the Exchange Act), other than in the ordinary course of 
business, or (3) a definitive agreement with respect to any transaction 
referred to in (1) or (2) is executed by the Company or any of its 
Subsidiaries, in the case of (1), (2) or (3), within 6 months following 
termination of the Agreement pursuant to this clause (ii), then, in the case 
of clause (i), the Company shall pay to Acquiror by wire transfer of same day 
funds promptly but not later than two Business Days after the date of such 
termination a termination fee of $100 million (the "Termination Fee"), and, 
in the case of clause (ii), the Company shall pay the Termination Fee to 
Acquiror by wire transfer of same day funds promptly but not later than two 
Business Days after satisfaction of all conditions to the payment thereof set 
forth in clause (ii).

     Section 9.3  AMENDMENT.  This Agreement may be amended by the parties 
hereto by action taken by or on behalf of their respective Boards of 
Directors at any time prior to the Effective Time; PROVIDED, HOWEVER, that, 
after approval of the Merger by the stockholders of the Company, no amendment 
may be made which would reduce the amount or change the type of consideration 
into which each share of Company Common Stock will be converted pursuant to 
this Agreement upon consummation of the Merger.  This Agreement may not be 
amended except by an instrument in writing signed by the parties hereto.

     Section 9.4  WAIVER.  At any time prior to the Effective Time, any party 
hereto may (a) extend the time for the performance of any of the obligations 
or other acts of the other party hereto, (b) waive any inaccuracies in the 
representations and warranties of the other party contained herein or in any 
document delivered pursuant hereto and (c) waive compliance by the other 
party with any of the agreements or conditions contained herein.  Any such 
extension or waiver will be valid only if set forth in an instrument in 
writing signed by the party or parties to be bound thereby.  For purposes of 
this Section 9.4, Acquiror Companies will be deemed to be one party.

     Section 9.5  EXPENSES.  Except as set forth in Section 9.2, all 
expenses incurred by the parties hereto will be borne solely and entirely by 
the party which has incurred such expenses; PROVIDED, HOWEVER, that the 
Company and Acquiror shall each pay fifty percent of expenses related to 
printing, filing and mailing the Registration Statement and the Proxy 
Statement and all SEC and other regulatory filing fees incurred in connection 
with the Registration Statement and the Proxy Statement.

                                       49
<PAGE>

                                     ARTICLE X

                                 GENERAL PROVISIONS

     Section 10.1  INTERPRETATION.

          (a)  When a reference is made in this Agreement to a section or 
article, such reference shall be to a section or article of this Agreement 
unless otherwise clearly indicated to the contrary.

          (b)  Whenever the words "include", "includes" or "including" are 
used in this Agreement they shall be deemed to be followed by the words 
"without limitation."

          (c)  The words "hereof", "hereby", "herein" and "herewith" and 
words of similar import shall, unless otherwise stated, be construed to refer 
to this Agreement as a whole and not to any particular provision of this 
Agreement, and article, section, paragraph, exhibit and schedule references 
are to the articles, sections, paragraphs, exhibits and schedules of this 
Agreement unless otherwise specified.

          (d)  The plural of any defined term shall have a meaning 
correlative to such defined term, and words denoting any gender shall include 
all genders. Where a word or phrase is defined herein, each of its other 
grammatical forms shall have a corresponding meaning.

          (e)  A reference to any legislation or to any provision of any 
legislation shall include any modification or re-enactment thereof, any 
legislative provision substituted therefor and all Regulations and statutory 
instruments issued thereunder or pursuant thereto.

          (f)  The parties have participated jointly in the negotiation and 
drafting of this Agreement.  In the event an ambiguity or question of intent 
or interpretation arises, this Agreement shall be construed as if drafted 
jointly by the parties, and no presumption or burden of proof shall arise 
favoring or disfavoring any party by virtue of the authorship of any 
provisions of this Agreement.

     Section 10.2  EFFECTIVENESS OF REPRESENTATIONS, WARRANTIES AND 
AGREEMENTS.

          (a)  Except as set forth in Section 10.2(b) of this Agreement, the 
representations, warranties and agreements of each party hereto will remain 
operative and in full force and effect regardless of any investigation made 
by or on behalf of any other party hereto, any Person controlling any such 
party or any of their officers, directors, representatives or agents whether 
prior to or after the execution of this Agreement.

          (b)  The representations and warranties in this Agreement will 
terminate at the Effective Time; PROVIDED, HOWEVER, this Section 10.2 (b) 
shall in no way limit any covenant 

                                       50
<PAGE>

or agreement of the parties which by its terms contemplates performance after 
the Effective Time or after the termination of this Agreement pursuant to 
Article IX.

     Section 10.3  NOTICES.  Any notice, request, instruction or other 
document to be given hereunder by any party to another party shall be in 
writing and shall be deemed given when delivered personally, upon receipt of 
a transmission confirmation (with a confirming copy sent by overnight 
courier) if sent by facsimile or like transmission, and on the next Business 
Day when sent by Federal Express, United Parcel Service, Express Mail or 
other reputable overnight courier, as follows:

          (a)  If to either of the Acquiror Companies, to:

               America Online, Inc.
               22000 AOL Way
               Dulles, Virginia  20166-9323
               Attention:  Stephen M. Case
                           President & CEO
               Facsimile No.:  (703) 265-1422

          with a copy to:

               Skadden, Arps, Slate, Meagher & Flom LLP
               One Beacon Street
               Boston, Massachusetts  02108-3194
               Attention:  Louis A. Goodman, Esq.
               Facsimile: No.:  (617) 573-4822

          (b)  If to the Company, to:

               Netscape Communications Corporation
               501 E. Middlefield Road
               Mountain View, California  94043
               Attention:  James L. Barksdale
                            President and CEO
               Facsimile No.:  (650) 528-4126

          with a copy to:

               Wilson Sonsini Goodrich & Rosati
               Professional Corporation
               650 Page Mill Road
               Palo Alto, California  94304-1050
               Attention:  Larry Sonsini, Jim Strawbridge

                                       51
<PAGE>

                            and Marty Korman
               Facsimile No.:  (650) 493-6811

or to such other persons or addresses as may be designated in writing by the 
party to receive such notice.  Nothing in this section shall be deemed to 
constitute consent to the manner and address for service of process in 
connection with any legal proceeding (including Litigation arising out of or 
in connection with this Agreement), which service shall be effected as 
required by applicable Law.

     Section 10.4  HEADINGS.  The headings contained in this Agreement are 
for reference purposes only and will not affect in any way the meaning or 
interpretation of this Agreement.

     Section 10.5  SEVERABILITY.  If any term or other provision of this 
Agreement is invalid, illegal or incapable of being enforced by any rule of 
law or public policy, all other conditions and provisions of this Agreement 
will nevertheless remain in full force and effect so long as the economic or 
legal substance of the transactions contemplated hereby is not affected in 
any manner materially adverse to any party.  Upon such determination that any 
term or other provision is invalid, illegal or incapable of being enforced, 
the parties hereto will negotiate in good faith to modify this Agreement so 
as to effect the original intent of the parties as closely as possible in an 
acceptable manner to the end that transactions contemplated hereby are 
fulfilled to the extent possible.

     Section 10.6  ENTIRE AGREEMENT.  This Agreement (not including Annexes 
A, C, D, E and F, but including the Company's Disclosure Schedule and 
Acquiror's Disclosure Schedule) and the Option Agreement constitute the 
entire agreement of the parties, and supersede all prior agreements and 
undertakings (other than that certain Confidentiality Agreement which will 
remain in full force and effect until the Effective Time, at which time it 
will terminate), both written and oral, among the parties, with respect to 
the subject matter hereof and thereof.

     Section 10.7  ASSIGNMENT.  This Agreement may not be assigned by 
operation of Law or otherwise.

     Section 10.8  PARTIES IN INTEREST.  This Agreement will be binding upon 
and inure solely to the benefit of each party hereto, and, other than 
pursuant to Section 7.10, hereof, nothing in this Agreement, express or 
implied, is intended to or will confer upon any other Person any right, 
benefit or remedy of any nature whatsoever under or by reason of this 
Agreement.

     Section 10.9  FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.  No 
failure or delay on the part of any party hereto in the exercise of any right 
hereunder will impair such right or be construed to be a waiver of, or 
acquiescence in, any breach of any representation, warranty, agreement or 
covenant herein, nor will any single or partial exercise of any such right 
preclude other or further exercise thereof or of any other right.  All rights 
and remedies existing under this Agreement are cumulative to, and not 
exclusive to, and not exclusive of, any rights or remedies otherwise 
available.

                                       52
<PAGE>

     Section 10.10  GOVERNING LAW.  This Agreement and the agreements, 
instruments and documents contemplated hereby will be governed by and 
construed in accordance with the Laws of the state of Delaware (exclusive of 
conflicts of law principles).  Courts within the state of Delaware will have 
jurisdiction over any and all disputes between the parties hereto, whether in 
law or equity, arising out of or relating to this agreement and the 
agreements, instruments and documents contemplated hereby.  The parties 
consent to and agree to submit to the jurisdiction of such Courts.  Each of 
the parties hereby waives, and agrees not to assert in any such dispute, to 
the fullest extent permitted by applicable Law, any claim that (i) such party 
is not personally subject to the jurisdiction of such Courts, (ii) such party 
and such party's property is immune from any legal process issued by such 
Courts or (iii) any Litigation commenced in such Courts is brought in an 
inconvenient forum.

     Section 10.11  COUNTERPARTS.  This Agreement may be executed in multiple 
counterparts, and by the different parties hereto in separate counterparts, 
each of which when executed will be deemed to be an original but all of which 
taken together will constitute one and the same agreement.

                                       53
<PAGE>


     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement 
to be executed as of the date first written above by their respective 
officers thereunto duly authorized.

                                        AMERICA ONLINE, INC.



                                        By:   /s/ Kenneth J. Novack
                                           ------------------------------
                                             Name:  Kenneth J. Novack
                                             Title: Vice Chairman


                                        APOLLO ACQUISITION CORP.



                                        By:   /s/ Sheila A. Clark
                                           ------------------------------
                                             Name:  Sheila A. Clark
                                             Title: Vice President and Secrtary


                                        NETSCAPE COMMUNICATIONS CORPORATION



                                        By:   
                                           ------------------------------
                                             Name:  
                                             Title: 





                   SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER


<PAGE>


     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement 
to be executed as of the date first written above by their respective 
officers thereunto duly authorized.

                                        AMERICA ONLINE, INC.



                                        By:   
                                           ------------------------------
                                             Name:  
                                             Title: 


                                        APOLLO ACQUISITION CORP.



                                        By:   
                                           ------------------------------
                                             Name:  
                                             Title: 


                                        NETSCAPE COMMUNICATIONS CORPORATION



                                        By:   /s/ James L. Barksdale
                                           ------------------------------
                                             Name:  James L. Barksdale
                                             Title: Pres. CEO





                   SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER