Exhibit 10.17

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

                              WEBTV NETWORKS, INC.
                        INDEPENDENT CONTRACTOR AGREEMENT
                                 (NON-STANDARD)

This Independent  CONTRACTOR Agreement (the "Agreement") is made effective as of
October 1, 2000 (the "Effective  Date"), by and between WEBTV NETWORKS,  INC., a
California  corporation  and wholly owned  subsidiary  of Microsoft  Corporation
("WNI"),   and  SNAP2   Corporation,   acting  as  an   independent   contractor
("CONTRACTOR").

WNI and CONTRACTOR agree as follows:

1. WORK, DELIVERY SCHEDULE, ACCEPTANCE

1.1 CONTRACTOR shall perform the following work for WNI ("WORK"):

     CONTRACTOR shall provide  specialized  consulting services to [Confidential
     Treatment has been requested for this portion of this Exhibit]

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

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

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

1.2  CONTRACTOR  shall  start on October 23,  2000 and  complete  the WORK on or
     before February 28, 2001 and deliver it in accordance with the schedule set
     forth below:

     o  Milestone 1 - BSG Version - 11/6/00

     o  Milestone 2 - Final Version - 11/30/00

     o  Milestone 3 - Release Candidate Declared - 12/15/00

1.3  The WORK  performed by CONTRACTOR  shall conform to and be delivered to WNI
     in accordance  with the description  and  specifications  set forth in this
     Agreement. All WORK delivered must reference the Agreement Contract Number.
     In the event that WNI  desires to make  changes to the WORK  specifications
     and/or delivery  schedule  during the term of this Agreement,  WNI shall so
     notify  CONTRACTOR,  and both  parties  shall agree in writing on necessary
     adjustments,  if any, to the other terms of this  Agreement to  accommodate
     such changes.

1.4  For software  code  deliverables,  WNI shall  evaluate WORK at the beta and
     final version of each deliverable and shall submit a written  acceptance or
     rejection to  CONTRACTOR  within ten (10) business days after WNI's receipt
     of the engineering  prototype and beta versions and within thirty (30) days
     after receipt of the final version of the deliverable.  Acceptance shall be
     in writing, and WNI shall not unreasonably withhold its acceptance.  If WNI
     identifies errors in each deliverable prior to acceptance,  then CONTRACTOR
     shall  correct  such  errors  within the time  specified  in Exhibit A with
     respect to errors discovered of each deliverable.

     For documentation or report  deliverables,  if any, WNI shall evaluate each
     version of such deliverable. In the event that it requires corrections, WNI
     shall  specify  the  corrections  needed and  CONTRACTOR  shall  deliver an
     amended version of such documentation within five (5) business days.

     If CONTRACTOR  fails to deliver any deliverable  within the dates specified
     herein and if any errors  discovered before acceptance cannot be eliminated
     in the  correction  period  specified  in  Exhibit  A then WNI may,  at its
     option: (i) retain the deliverable (including any applicable documentation)
     with  rights  as set forth in the  Agreement,  and pay  CONTRACTOR  for all
     outstanding  WORK for which WNI has  accepted  corresponding  deliverables,
     with no  further  development  and  license  fee to be  paid to  CONTRACTOR
     thereafter;  (ii)  extend  the  correction  period;  or (iii)  suspend  its
     performance and/or terminate this Agreement for cause.

2. LICENSE TO WNI MATERIALS


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WNI   grants  to   CONTRACTOR   a   nonexclusive,   personal,   nontransferable,
nonassignable, limited license to use the WNI Materials solely on WNI's premises
and  CONTRACTOR'S  premises,  by  CONTRACTOR's  employees and  contractors  as a
reference to the extent necessary to complete the WORK.

3. PAYMENT

3.1  WNI  shall  pay  CONTRACTOR  an  amount  [Confidential  Treatment  has been
     requested for this portion of this Exhibit]

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

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

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

3.2  All payments due hereunder are conditioned upon WNI's written acceptance of
     the WORK. CONTRACTOR shall invoice WNI upon completion and delivery of each
     portion of the WORK.  Such  payment  is due net  thirty  (30) days from the
     later of (a) WNI's  acceptance  of the  WORK,  or (b)  WNI's  receipt  of a
     CONTRACTOR invoice.

3.3  CONTRACTOR  shall bear sole  responsibility  for all  expenses  incurred in
     connection with the performance of the WORK,  unless otherwise agreed to in
     writing by WNI.

4.   OWNERSHIP OF WORK BY WNI

To the extent that the WORK delivered to WNI hereunder includes material subject
to  copyright,  CONTRACTOR  agrees that the WORK is done as a "work for hire" as
that term is defined under U.S.  copyright law, and that as a result,  WNI shall
own all  copyrights in the WORK. To the extent that the WORK does not qualify as
a work for hire under  applicable  law, and to the extent that the WORK includes
material subject to copyright,  patent, trade secret, or other proprietary right
protection,  CONTRACTOR hereby assigns to WNI, its parent companies,  successors
and assigns,  all right,  title and interest in and to the WORK,  including  all
copyrights,  patents,  trade  secrets,  and  other  proprietary  rights  therein
(including  renewals  thereof).   CONTRACTOR  shall  execute  and  deliver  such
instruments  and take such other action as may be required and  requested by WNI
to carry out the  assignment  contemplated  by this  paragraph.  Any  documents,
magnetically  or  optically   encoded  media,  or  other  materials  created  by
CONTRACTOR  pursuant to this Agreement  shall be owned by WNI and subject to the
terms of this section. To the maximum extent permitted by law, CONTRACTOR waives
all moral rights in the WORK.

5. WARRANTIES

CONTRACTOR warrants that:

     (a)  CONTRACTOR's  performance  of the WORK pursuant to this Agreement will
not violate any agreement or obligation between CONTRACTOR and a third party;

     (b) The WORK will  either be  originally  created  by  CONTRACTOR,  or that
CONTRACTOR will obtain all necessary rights to the WORK to transfer ownership to
WNI as required by Section 4 above;

     (c) The  WORK  will not  infringe  any  copyright,  patent,  trade  secret,
trademark or other proprietary right held by any third party;

     (d) All services provided by CONTRACTOR in connection with the WORK will be
performed in a  professional  manner and shall be of a high grade,  nature,  and
quality;

     (e) Any  software,  hardware or firmware  provided by  CONTRACTOR to WNI or
used by  CONTRACTOR in connection  with the WORK  performed by CONTRACTOR  under
this Agreement accurately manipulate,  process,  compare,  display and calculate
date or time data  from,  into,  and  between  the  twentieth  and  twenty-first
centuries,  including leap years;  and the  information  technology,  financial,
operational,  communication  and other systems and processes used by CONTRACTOR,
its subcontractors,  agents, and other third parties in connection with the WORK
shall not be interrupted or adversely affected by the manipulation,  processing,
comparison, display or calculation of dates from, into and between the twentieth
and  twenty-first  centuries,  including  leap years.  Additionally,  CONTRACTOR
agrees to cooperate  with WNI and provide all necessary  information in a prompt
manner should MICROSOFT have any inquiries  regarding the Year 2000 readiness of
CONTRACTOR or any of the  information or technology  that is the subject of this
Section 5(e); and


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     (f) The WORK  performed  by  CONTRACTOR  under  this  Agreement  will be in
compliance with all applicable U.S. laws and regulations.

6. INDEMNITY

CONTRACTOR  agrees to indemnify,  pay the defense costs of, and hold WNI and its
parent companies,  successors,  officers,  directors and employees harmless from
any and all actions,  causes of action,  claims,  demands,  costs,  liabilities,
expenses  and  damages  (including  attorneys'  fees)  arising  out  of,  or  in
connection  with (i) any claim for bodily injury,  death,  or property damage to
the extent caused by CONTRACTOR in connection with the WORK, (ii) any claim that
the WORK  infringes any copyright,  patent,  trade secret,  trademark,  or other
legal right of any third party,  or (iii) any other claim that,  if true,  would
constitute a breach of CONTRACTOR's warranties set forth in Section 5 above.

7. CONFIDENTIALITY

CONTRACTOR  agrees that at all times during the term of this Agreement,  and for
five (5) years  thereafter,  CONTRACTOR will hold in strictest  confidence,  and
will not use or disclose to any third party,  any Confidential  Information,  as
defined herein.  The term  "Confidential  Information" shall mean all non-public
information  that WNI  designates  as being  confidential,  or which,  under the
circumstances of disclosure  ought to be treated as  confidential.  Confidential
Information  includes,  without  limitation,  the terms and  conditions  of this
Agreement,   information  relating  to  released  or  unreleased  WNI  products,
marketing or promotion  of any WNI  product,  business  policies or practices of
WNI, customers or suppliers of WNI, or information received from others that WNI
is obligated to treat as  confidential.  If  CONTRACTOR  has any questions as to
what comprises Confidential Information,  CONTRACTOR agrees to consult with WNI.
Confidential  Information  shall  not  include  information  that  was  known to
CONTRACTOR prior to WNI's disclosure to CONTRACTOR,  or information that becomes
publicly available through no fault of CONTRACTOR.

8. INSURANCE

     8.1  CONTRACTOR  warrants  that  it  shall  maintain  sufficient  insurance
     coverage to enable it to meet its obligations created by this Agreement and
     by law.  Without  limiting the  foregoing,  CONTRACTOR  warrants  that such
     insurance  shall  include the  following  lines of coverage  (with  minimum
     limits of $1,000,000 per  occurrence) to the extent this Agreement  creates
     exposures generally covered by these insurance policies: Commercial General
     Liability (Occurrence Form),  Automobile  Liability,  Workers' Compensation
     (statutory limits), and Employer's Liability.

     8.2 In addition, if:

     (a) the  WORK  consists  of,  includes,  or  results  in any  copyrightable
material; or

     (b)  CONTRACTOR's  performance of the WORK  constitutes  such  professional
consulting services as:

          (i) system development, design, or maintenance;

          (ii) technical support; or

          (iii)   financial   services  (e.g.,   collections,   and  transaction
     authorization);

               then CONTRACTOR shall maintain Professional  Liability and Errors
          & Omissions  Liability  Insurance  with policy limits of not less than
          One Million Dollars  (US$1,000,000.00) each claim with a deductible of
          not  more  than  Twenty-Five  Thousand  Dollars  (US$25,000.00).  Such
          insurance shall include  coverage for  infringement of any proprietary
          right of any third party,  including without limitation  copyright and
          trademark  infringement as related to CONTRACTOR's  performance  under
          this  Agreement.  The  Professional  Liability  and Errors & Omissions
          Liability  Insurance  retroactive  coverage date will be no later than
          the Effective Date.  CONTRACTOR  shall maintain an extended  reporting
          period  providing that claims first made and reported to the insurance
          company  within two (2) years after  WNI's final  payment for the WORK
          will be deemed to have been made during the policy period.

     8.3 Upon request,  CONTRACTOR  shall deliver to WNI proof of such coverage.
In the event that  CONTRACTOR's  proof  evidences  coverage which WNI reasonably
determines  to be less  than  that  required  to meet  CONTRACTOR'S  obligations
created by this Agreement, then CONTRACTOR agrees that it shall promptly acquire
such coverage and notify WNI in writing thereof.


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9. TERM

9.1  WNI may terminate this Agreement and cancel CONTRACTOR's services hereunder
     at any time without  cause and without  further  obligation  to  CONTRACTOR
     except  for  payment  due  for  services  performed  with  respect  to WORK
     completed  and accepted by WNI prior to the date of written  notice of such
     termination.

9.2  Upon the earlier of either  completion of the WORK or  termination  of this
     Agreement,  CONTRACTOR  shall  return to WNI all WNI  Materials,  drawings,
     blueprints, notes, memoranda,  specifications,  designs, devices, documents
     and any  other  material  containing  or  disclosing  any  confidential  or
     proprietary  information  of WNI.  CONTRACTOR  shall  not  retain  any such
     materials  without WNI's written  approval.  In the event of termination of
     this Agreement and upon request by WNI,  CONTRACTOR  agrees to turn over to
     WNI all WORK, whether complete or in progress, within ten (10) days of such
     termination.

9.3  Upon any expiration of this  Agreement,  Sections 4, 5, 6, 7, 9.2, 9.3, and
     10 shall survive.

10.  GENERAL

10.1 CONTRACTOR is an independent  contractor for WNI. Nothing in this Agreement
     shall be  construed  as creating an  employer-employee  relationship,  as a
     guarantee  of  future  employment,  or  as a  limitation  upon  WNI's  sole
     discretion  to  terminate   this  Agreement  at  any  time  without  cause.
     CONTRACTOR further agrees to be responsible for all of CONTRACTOR's federal
     and  state  taxes,  withholding,  social  security,  insurance,  and  other
     benefits.  Upon request,  CONTRACTOR  shall  provide WNI with  satisfactory
     proof of independent contractor status. CONTRACTOR further warrants that in
     the event the Internal  Revenue  Service or any other state or local agency
     determines  that  CONTRACTOR  is a common law employee of WNI and therefore
     subject to  withholding  and payroll taxes (e.g.  federal income tax, FICA,
     FUTA,  etc.),  CONTRACTOR will fully indemnify WNI for all such withholding
     and payroll taxes, and associated interest and penalties,  if any, assessed
     against WNI in connection with such  determination.  In the event taxes are
     required to be withheld on payments  made  hereunder by any U.S.  (state or
     federal) or foreign  government,  WNI may deduct such taxes from the amount
     owed CONTRACTOR and pay them to the appropriate taxing authority. WNI shall
     in turn promptly  secure and deliver to CONTRACTOR an official  receipt for
     any taxes withheld.  WNI will use reasonable efforts to minimize such taxes
     to the extent permissible under applicable law.

10.2 CONTRACTOR is free to engage in other independent  contracting  activities,
     provided that CONTRACTOR  does not engage in any such activities  which are
     inconsistent  with any provisions  hereof,  or that so occupy  CONTRACTOR's
     time  as  to  interfere  with  the  proper  and  efficient  performance  of
     CONTRACTOR's services hereunder.

10.3 This  Agreement  may not be assigned by either party  without prior written
     consent of the other;  provided,  however,  WNI may assign the Agreement to
     Microsoft Corporation.

10.4 CONTRACTOR agrees that WNI will not be responsible for loss of or damage to
     any personal property located on WNI premises belonging to CONTRACTOR.

10.5 This  Agreement  shall be governed by and construed in accordance  with the
     laws of the State of California,  Northern District.  The federal and state
     courts  within  the State of  California,  Northern  District,  shall  have
     exclusive   jurisdiction  to  adjudicate  any  dispute  arising  with  this
     Agreement  and  CONTRACTOR  hereby  consents to such  jurisdiction.  In any
     action or suit to enforce any right or remedy  under this  Agreement  or to
     interpret any provision of this  Agreement,  the prevailing  party shall be
     entitled  to  recover  its costs,  including  reasonable  attorneys'  fees.
     Process  shall be  served  on  either  party in the  manner  authorized  by
     applicable law or court rule.

10.6 This  Agreement  does not  constitute  an offer by WNI and it shall  not be
     effective  until signed by both parties.  This  Agreement  constitutes  the
     entire agreement  between parties with respect to the subject matter hereof
     and merges all prior and  contemporaneous  communications.  It shall not be
     modified  except by a written  agreement  signed by  CONTRACTOR  and WNI by
     their duly authorized representatives.


WNI NETWORKS, INC.                          SNAP2 CORPORATION
1065 La Avenida                             10641 Justin Drive
Mountain View, CA 94043                     Des Moines, IA 50322


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By Dan Zigmund                             By Mark Malinak
                                                          ----------------------
(Sign)                                     (Sign)
Dan Zigmund                                Mark Malinak
-------------------------------------      -------------------------------------
Name (Print)                               Name (Print)
Director of Client Engineering             V.P. Sales
-------------------------------------      -------------------------------------
Title                                      Title
10/24/00                                   10/20/00
-------------------------------------      -------------------------------------
Date                                       Date

                                           Federal Tax ID# 39-1891053
                                           CONTRACTOR's
                                           Federal Employer ID Number
                                           or Social Security number


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                                    EXHIBIT A

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


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