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***      Confidential treatment has been requested for the portions of this
         agreement marked by asterisks. Omitted material for which confidential
         treatment has been requested has been filed separately with the
         Securities and Exchange Commission.

                                  CONFIDENTIAL
                         INTERACTIVE MARKETING AGREEMENT

         This Interactive Marketing Agreement (this "Agreement"), dated as of
November 24, 1999 (the "Effective Date"), is between America Online, Inc.
("AOL"), a Delaware corporation, with offices at 22000 AOL Way, Dulles,
Virginia 20166, and EMW Energy Services Corp., a Delaware corporation,
("Marketing Partner" or "MP"), with a mailing address of P.O. Box 1188,
Houston, Texas 77251-1188. AOL and MP may be referred to individually as a
"Party" and collectively as the "Parties."

                                  INTRODUCTION

         AOL and MP each desires to enter into an interactive marketing
relationship whereby AOL will promote and distribute an interactive site
referred to (and further defined) herein as the Affiliated MP Site. This
relationship is further described below and is subject to the terms and
conditions set forth in this Agreement. Defined terms used but not defined in
the body of the Agreement will be as defined on Exhibit B attached hereto.

                                      TERMS

1.       PROMOTION, DISTRIBUTION AND MARKETING.

1.1      AOL PROMOTION OF AFFILIATED MP SITE. AOL will provide MP with the
         Promotions for the Affiliated MP Site described on Exhibit A attached
         hereto. AOL will have the right to fulfill its promotional commitments
         with respect to any of the foregoing by providing MP with comparable
         promotional placements in appropriate alternative areas of the AOL
         Network. In addition, if AOL is unable to deliver any particular
         Promotion, AOL will work with MP to provide MP, as its sole remedy,
         with a comparable promotional placement. AOL reserves the right to
         redesign or modify the organization, structure, "look and feel,"
         navigation and other elements of the AOL Network at any time. In the
         event such modifications materially and adversely affect any specific
         Promotion, AOL will work with MP to provide MP, as its sole remedy,
         with a comparable promotional placement. Each comparable promotional
         placement that is provided pursuant to this Section 1.1 shall be
         subject to MP's reasonable approval.

1.2      IMPRESSIONS COMMITMENT. Subject to the terms of this Section 1.2,
         during the Term AOL shall deliver Impressions, for any Year, as
         designated in the "Aggregate Total Impressions" line item set forth on
         Exhibit A (the "Impressions Commitment"). With respect to the
         Impressions Commitments, AOL will not be obligated to provide
         Impressions in excess of the applicable Impressions Commitment in any
         year, unless AOL otherwise agrees in writing. AOL acknowledges that MP
         will actively promote the MP Products in Deregulated Markets at certain
         critical times (e.g., immediately before Market Open Dates), and
         therefore MP may wish to use Impressions during specific periods in
         accordance with Section 1.4 hereof. Subject to Section 1.2.3 hereof,
         AOL will use its commercially reasonable efforts to accommodate MP's
         needs in these new and emerging markets by making available Impressions
         within that market during critical time periods identified by MP as
         soon as reasonably practical after identification of such needs.

1.2.1    In the event AOL provides Impressions in excess of the applicable
         Impressions Commitment in any year, the Impressions Commitment for the
         subsequent year will be reduced by the amount of such excess, but in no
         event shall such reduction be more than the Collar regardless of the
         amount of such excess.

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1.2.2    Subject to Section 1.2.3, if AOL fails to provide sufficient
         Impressions to meet the Impressions Commitment for any year, then the
         Impressions Commitment for the subsequent year will be increased by a
         number of Impressions equal to the number of Impressions not delivered
         (the "Shortfall"), subject to the following:

                  (a)      If the Shortfall of Impressions is within the Collar,
                           the Impressions Commitment for the subsequent year
                           will be increased by the number of Impressions in the
                           Shortfall;

                  (b)      If the Shortfall of Impressions is greater than the
                           Collar but less than or equal to *** percent (***%)
                           of that year's Impressions Commitment, the
                           Impressions Commitment for the subsequent year will
                           be increased by ***% of that year's Impressions
                           Commitment plus *** (***) times the amount of such
                           Shortfall that exceeds ***% of that year's
                           Impressions Commitment; and

                  (c)      If the Shortfall of Impressions exceeds *** percent
                           (***%) of that year's Impressions Commitment (such
                           amount exceeding ***% is referred to as the "Excess
                           Shortfall"), MP shall submit the matter to the
                           Management Committee pursuant to Section 6.1 hereof;
                           and in the event the Management Committee fails to
                           reach a resolution within thirty (30) days after such
                           submission, MP may, at its option:

                           (i)      (a) receive ***,

                           (ii)     receive additional Impressions pursuant to
                                    Section 1.2.2(b) above without regard to the
                                    ***% cap in Section 1.2.2(b),

                           (iii)    receive additional Impressions equal to the
                                    Shortfall on any other AOL property
                                    identified by AOL on the AOL Network within
                                    *** (***) months from the date of the
                                    Shortfall, or a date otherwise agreed upon
                                    by the Parties, or

                           (iv)     elect to receive *** based on AOL's failure
                                    to deliver such Impressions, *** determined
                                    by the Management Committee pursuant to
                                    Section 6.1 ***.

1.2.3    MP hereby acknowledges that AOL cannot guarantee delivery of
         Impressions as requested by MP pursuant to Section 1.4 hereof. If AOL
         uses commercially reasonable efforts to provide Impressions, but
         nevertheless AOL fails to provide sufficient Impressions to meet the
         Impressions Commitment for any year due in whole or in part to MP's
         requirements identified by MP pursuant to Section 1.4 hereof (e.g., to
         target small markets or to concentrate Impressions over relatively
         short periods), then the provisions of Section 1.2.2 shall not apply to
         any part of the Shortfall that is related to such MP requirements; but
         in such event AOL will use commercially reasonable efforts to deliver
         such Shortfall of Impressions caused by such MP requirements over the
         remainder of the Term. The Parties hereby acknowledge that the minimum
         number of Impressions reflected in the carriage plan attached as
         Exhibit A hereto are annual minimum Impressions to be provided by AOL,
         and that such minimums may be changed with the mutual agreement of the
         Parties pursuant to the marketing planning process which is described
         in Section 1.4 hereof.


1.2.4    If, at the end of the Term, there is a shortfall in Impressions from
         the Impressions Commitment (a "Final Shortfall"), AOL will provide MP,
         as its sole remedy, with advertising placements comparable to the
         Impressions that would have been provided in accordance with Exhibit A;
         provided that if such Final Shortfall exceeds *** percent (***%) of the
         Impressions Commitment, then AOL shall have a *** (***) month period in
         which to deliver a number of Impressions equal to

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         the amount of such Final Shortfall. In the event such number of
         Impressions is not delivered within such *** (***) month period, AOL
         shall refund MP for the Final Shortfall not so delivered in an amount
         equal to the product of (x) the number of Impressions of the Final
         Shortfall not delivered, and (y) the Refund Rate.

1.3      CONTENT OF PROMOTIONS.

1.3.1    The Promotions will link only to the Affiliated MP Site and will
         promote only the MP Products in accordance with this Section 1.3.1. The
         specific MP Content to be contained within the Promotions described in
         Section 1.1 (the "Promo Content") will be determined by MP in its
         discretion, subject to AOL's technical limitations, the terms of this
         Agreement and AOL's then-applicable policies relating to advertising
         and promotions that apply generally to all of AOL's advertising and
         commerce partners, and subject to the following limitations:

                  (a)      In the Promo Content, MP may only promote (i) Energy
                           Products, and (ii) Energy Related Products that are
                           MP-branded.

                  (b)      MP may promote Appliances and Moving Services (as
                           defined in Exhibit D under "Other Related Products")
                           in the Promo Content only if such Promo Content
                           contains an energy-related message (and in that
                           context only, MP may include the name of any
                           manufacturer of Appliances or brand name of such
                           Appliance, or provider of Moving Services), provided
                           that no such promotion shall circumvent the
                           prohibition against MP receiving compensation for
                           advertising third party products as set forth in
                           Section 2.8.

                  (c)      MP may not promote Information Services in the Promo
                           Content.

1.3.2    The Parties will meet in person or by telephone at least monthly to
         review operations and performance hereunder, including a review of the
         Promo Content to ensure that it is designed to maximize performance. MP
         will consistently update the Promo Content on a regular basis. Except
         to the extent expressly described herein, the specific form, placement,
         duration and nature of the Promotions will be as determined by AOL in
         its reasonable editorial discretion (consistent with the editorial
         composition of the applicable screens).

1.4      MARKETING PLAN. MP will submit in advance to AOL for its review a
         quarterly online marketing plan with respect to the Affiliated MP Site,
         indicating the proposed Promotions (and estimated usage of Impressions)
         for such quarter. MP will have the discretion to require in which
         markets the Impressions are to be targeted, subject to availability of
         inventory and subject to Section 1.2.3.

1.5      AOL REWARDS PROGRAM. AOL will provide MP with the benefits of the AOL
         Rewards Program as follows:


1.5.1    PROMOTIONAL OBLIGATIONS. During the Term, AOL shall promote certain
         offers as determined by MP in connection with the Rewards Program ("the
         MP Rewards Offers") from time to time and as set forth in Exhibit A-1
         attached hereto (the "Rewards Promotions") through the AOL
         Rewards(R)program on the AOL Service (the "Rewards Program"). AOL's
         obligations under this Section 1.5 are contingent upon MP's performance
         of all material obligations and compliance with all material conditions
         set forth in this Agreement, including without limitation, MP's payment
         of all fees. MP shall use reasonable efforts to promote the MP Rewards
         Offers in MP's online and offline promotions. MP shall also work with
         AOL to support the execution of various marketing programs for the MP
         Rewards Offers involving issuing Rewards Points to members of the AOL
         Service ("AOL Service Members"), including, but not limited to referral
         programs and gift programs. Notwithstanding anything herein to the
         contrary, MP shall cease all promotion of all MP Rewards

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         Offers upon expiration, cancellation or termination of this Agreement
         or suspension of MP's participation in the Rewards Program in
         accordance with this Section.

1.5.2    REWARD POINTS. MP shall purchase points redeemable within the Rewards
         Program ("Rewards Points") pursuant to the terms and conditions set
         forth in this Section 1.5 and the payment schedule set forth in Section
         4.1(b). Subsequent to MP's purchase of Rewards Points, AOL shall issue
         Reward Points directly to AOL Service Members or persons who might
         choose to become AOL Service Members ("Prospective AOL Service
         Members") for the benefit of MP in accordance with the weekly report
         provided to AOL by MP pursuant to Section 1.5.5. MP shall not issue
         Rewards Points to AOL Service Members or Prospective AOL Service
         Members or otherwise communicate with AOL Service Members or
         Prospective AOL Service Members regarding redemption of such Rewards
         Points except as specified herein. AOL shall permit AOL Service Members
         to redeem Rewards Points in accordance with the terms of the Rewards
         Program. MP acknowledges that Prospective AOL Service Members will not
         be permitted to redeem Rewards Points unless and until such Prospective
         AOL Service Members become AOL Service Members. MP will work with AOL
         to coordinate timing, execution, and management of award capacity and
         award postings. After the expiration or termination of this Agreement,
         AOL will honor all Rewards Points that have been issued to AOL Service
         Members, and MP's obligation to pay for any Rewards Points that have
         been issued but not paid for at the time of such expiration or
         termination will continue after the expiration or termination of this
         Agreement.

1.5.3    MP REWARDS OFFERS. MP shall determine the terms and conditions of each
         MP Rewards Offer (including without limitation determining the number
         of Reward Points to be offered in connection with such MP Rewards
         Offer); provided that (a) all such terms and conditions shall be in
         accordance with the provisions of this Agreement and the then-standard
         rules of the Rewards Program and (b) MP shall ensure that instructions
         to recipients of the MP Rewards Offer are clear and prominently
         displayed with the MP Rewards Offer. The terms of each MP Rewards
         Offer, any material changes thereto, and the instructions to be posted
         therewith, shall be subject to AOL's prior written approval, such
         approval not to be unreasonably withheld or delayed. MP shall not use
         the Rewards Promotions or the Rewards Program to market or promote
         anything other than the MP Rewards Offer.

1.5.4    POINT DISTRIBUTION SCHEDULE. MP will purchase Rewards Points in
         accordance with Section 4.1.2 hereof. The price of a Reward Point
         awarded to an AOL Service Member will be *** percent of the MP Rate and
         the price of a Reward Point awarded to a Prospective AOL Service Member
         will be *** percent of the MP Rate. For the purposes hereof, the "MP
         Rate" shall be equivalent to $*** per 100 Reward Points.
         Notwithstanding the foregoing, MP hereby acknowledges that AOL reserves
         the right to modify the Rewards Program at any time in the future. In
         such event, and in consideration for additional services to be defined
         and provided to MP under a modified Rewards Program, AOL reserves the
         right to change the MP Rate on thirty (30) days written notice to MP.
         If AOL provides such notice, and if the new rate (the "New Rate")
         charged by AOL is greater than the MP Rate provided for herein
         (provided that the New Rate shall be based on AOL's then-current rate
         card for Rewards Points), MP may agree to such New Rate, or in the
         alternative, MP may dispute the New Rate by providing AOL with notice
         that MP reasonably believes, in good faith, that the New Rate is
         excessive and unreasonable, and upon receipt of such notice, AOL shall
         demonstrate to MP that AOL did not, in bad faith, establish the New
         Rate to be excessive or unreasonable; provided that, in the event the
         New Rate exceeds two (2) times the average rate charged by AOL to other
         third parties who purchase Rewards Points, then AOL will adjust the New
         Rate to be no more than two (2) times such average rate, and such New
         Rate shall thereafter be the new MP Rate. Notwithstanding the
         foregoing, at any time after AOL shall have provided MP with a notice
         of the New Rate, MP shall have the right to cease purchase of Rewards
         Points and allocate the guaranteed payments previously designated for
         the purchase of Reward Points to the purchase of advertising
         impressions on the Exclusive Services at a *** (***%) discount off the
         then-current rate card for such advertising impressions. If, at any
         time during the Term, MP has awarded points that in the aggregate cost
         more than the amounts then

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         paid to AOL in exchange for such points, then MP will pay to AOL the
         equivalent dollar amount for such excess points within 15 days of
         written notice from AOL. At the end of each year, MP shall receive
         an advertising credit equal to *** percent (***%) of the amounts MP
         paid in such year for Rewards Points redeemed by AOL Service
         Members. MP shall be entitled to use such advertising credit to
         purchase mutually agreed-upon standard advertising inventory on the
         Exclusive Services. Any inventory purchased with such credit shall
         be subject to the terms and conditions of this Agreement.

1.5.5    REPORTING. MP shall notify AOL on a weekly basis of the number of
         Rewards Points earned that week by AOL Service Members and Prospective
         AOL Service Members through MP Rewards Offers. AOL shall make available
         to MP a monthly report specifying, for the preceding month, the number
         of Rewards Points issued on MP's behalf and the number of Rewards
         Points redeemed by AOL Service Members who earned Rewards Points
         through the MP Rewards Offers.

1.6      CROSS PROMOTION. Exhibit C sets forth the basis on which MP and AOL
         will conduct cross promotions.

1.7      BILL PAYMENT PRODUCTS.

1.7.1    Any MP customer generated by MP through the Affiliated MP Site may pay
         MP for its products or services through or using MP's stand alone,
         non-integrated bill payment product (the "MP Bill Payment Product"),
         and MP may promote the MP Bill Payment Product on the MP Affiliate
         Site.

1.7.2    MP hereby agrees that it will not promote the use of any third party
         bill payment product through the Promotions or on the Affiliated MP
         Site. Notwithstanding the foregoing, nothing contained herein will
         prohibit MP from promoting the use of any third party bill payment
         product on any MP Interactive Site other than the Affiliated MP Site.

1.7.3    Subject to the terms of this Section 1.7.3, MP hereby agrees to support
         AOL's integrated bill payment product and will promote such AOL
         integrated bill payment product in its Promotions. MP hereby
         acknowledges that AOL's integrated bill payment product will be
         provided by or in conjunction with a third party provider and, in the
         event such third party provider charges AOL Users a fee for using such
         integrated bill payment product, AOL will use commercially reasonable
         efforts to ensure that AOL Purchasers will be charged a fee that is no
         less favorable than the fee charged to other AOL Users. Likewise, (i)
         in the event that AOL's third party provider charges a fee to
         participating providers in AOL's integrated bill payment product, AOL
         will use commercially reasonable efforts to ensure that the fee charged
         to MP is no less favorable than the fee charged to other participating
         providers in AOL's integrated bill payment product, provided however,
         that to the extent that MP can demonstrate to AOL's reasonable
         satisfaction that such third party fees have a material adverse impact
         on MP's business, MP shall have the right to cease to promote or
         support AOL's integrated bill payment product; and (ii) if MP agrees to
         enter into a relationship with the Sun/Netscape Alliance for the
         purpose of purchasing products or services used in the development,
         operation or management of an electronic bill payment product, AOL will
         use commercially reasonable efforts to ensure that the fee charged to
         MP is no less favorable than the fee charged to other participating
         providers in AOL's integrated bill payment product.

1.7.4    AOL may enter into contractual arrangements with MP Competitors that
         are incumbent electric utilities or natural gas distribution companies
         (but not unregulated affiliates thereof) to promote to AOL Users the
         use of AOL's integrated bill payment product, subject to the terms of
         Section 3.3.5.

2.       AFFILIATED MP SITE.

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2.1      CONTENT. Except as mutually agreed in writing by the Parties, the
         Affiliated MP Site will contain only the MP Products, and Content that
         is directly related to the MP Products. All sales of MP Products
         through the Affiliated MP Site will be conducted through a direct sales
         format (i.e., on a transaction basis, and not through an auction or bid
         sales format); MP will not promote, sell, offer or otherwise distribute
         any products through any format other than a direct sales format
         without the prior written consent of AOL. MP will review, delete, edit,
         create, update and otherwise manage all Content available on or through
         the Affiliated MP Site in accordance with the terms of this Agreement.
         MP will ensure that the Affiliated MP Site does not in any respect
         promote, advertise, market or distribute the products, services or
         Content of any Interactive Service (other than AOL).

2.2      PRODUCTION WORK. MP will be responsible for all production work
         associated with the Affiliated MP Site, including all related costs and
         expenses. MP may request AOL's assistance with respect to production
         work pursuant to Paragraph 10 of Exhibit F, and if the Parties agree to
         such work, the provisions of that Paragraph shall apply. MP agrees not
         to use any production work prepared by AOL for any purpose other than
         the Affiliated MP Site, without the prior written consent of AOL.

2.3      TECHNOLOGY. MP will take commercially reasonable steps to conform its
         promotion and sale of MP Products through the Affiliated MP Site to the
         then-existing technologies identified by AOL which are optimized for
         the AOL Service including, without limitation, any "quick checkout"
         tool which AOL may implement to facilitate purchase of products by AOL
         Users through the Affiliated MP Site. AOL will be entitled to require
         reasonable changes to the features, functionality or links within any
         linked pages of the Affiliated MP Site to the extent such features,
         functionality or links will, in AOL's good faith judgment, adversely
         affect any operational aspect of the AOL Network. AOL reserves the
         right to review and test the Affiliated MP Site from time to time to
         determine whether the site is compatible with AOL's then-available
         client and host software and the AOL Network. AOL agrees that it will
         make available to MP on a timely basis and upon similar terms and
         conditions, any software, tools, features and functionality that are
         generally made available to AOL`s other significant marketing partners.

2.4      PRODUCT OFFERING. MP will ensure that the Affiliated MP Site includes
         an offering of MP Products and other Content (including, without
         limitation, any features, offers, contests, functionality or
         technology) that is as comprehensive as is then made available by or on
         behalf of MP through any Additional MP Channel; provided, however, that
         (i) MP will not be required to include any MP Products or Content where
         it is commercially or technically impractical or if the nature or type
         of MP Products or Content would be inconsistent with the restrictions
         imposed on the Affiliated MP Site; and (ii) in no event shall MP be
         required to offer through the Affiliated MP Site any of its products or
         services that include third party products or services (such as the
         products of another Interactive Service).

2.5      PRICING AND TERMS. In any market in which MP is offering any of the
         Energy Products, MP will offer through the Affiliated MP Site Energy
         Products (or offerings including Energy Products) to potential
         customers that are competitive with comparable offers of MP Competitors
         in that market. Comparability will be based on evaluating the overall
         offerings of MP in that market to the overall offerings of such MP
         Competitor in that market (and not on a product by product comparison).
         There shall be excluded from this comparison and evaluation any offers
         by a MP Competitor that are below cost or at or below pricing levels
         that would not be sustainable over time in a competitive market (e.g.,
         predatory pricing, special market conditions that reflect short term
         fluctuations in pricing, or offers by a regulated utility). In the
         event that MP breaches its obligations under this Section 2.5, AOL may
         give MP notice of such breach, and MP will be deemed to have cured such
         breach if within one business day after its receipt of such notice, MP
         revises the Promotions on any Exclusive Service relating to any such
         noncompetitive offer to remove references to such offer, and thereafter
         within 60 days after MP's receipt of such notice MP amends its
         offerings to be competitive with any such comparable offers. AOL's sole
         remedy

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         for a breach of this Section 2.5 will be that AOL may, after MP's
         failure to cure such breach, enter into non-exclusive agreements
         with other providers of Energy Products in such market to promote
         competitive products to AOL Members, where any such agreement may
         not have a term in excess of three (3) years; provided, however,
         that if at any time thereafter MP provides AOL a notice that MP has
         cured such breach for such market, then AOL may not enter into any
         other such agreements or renew any such agreements, but AOL shall
         have the right to fulfill its obligations under any such agreements
         entered into prior to its receipt of such notice. Notwithstanding
         the foregoing, the provisions of this Section 2.5 shall not apply to
         any market in which MP does not have an exclusive right to promote
         Energy Products hereunder (when AOL has the right to promote the
         Energy Products of other providers pursuant to Sections 2.5 or 3.4).

2.6      SPECIAL OFFERS/MEMBER BENEFITS. MP will promote through the Affiliated
         MP Site comparable special or promotional offers to those special or
         promotional offers that MP makes available through any Additional MP
         Channel. In addition, MP shall promote through the Affiliated MP Site
         special offers exclusively available to AOL Users (the "AOL Exclusive
         Offers"), at least four times per year. The AOL Exclusive Offer made
         available by MP shall provide a benefit to AOL Users, either by virtue
         of a meaningful price discount, product enhancement, unique service
         benefit or other special feature. MP will provide AOL with reasonable
         prior notice of AOL Exclusive Offers so that AOL can market the
         availability of such AOL Exclusive Offers in the manner AOL deems
         appropriate in its editorial discretion.

2.7      OPERATING STANDARDS. From and after the Site Launch Date, MP will
         ensure that the Affiliated MP Site complies in all material respects
         with the standards set forth in Exhibit E. To the extent site standards
         are not established in Exhibit E with respect to any aspect or portion
         of the Affiliated MP Site (or the Products or other Content contained
         therein), MP will provide such aspect or portion at a level of
         accuracy, quality, completeness, and timeliness which meets or exceeds
         prevailing standards in utilities industries. In the event MP fails to
         comply with the standards set forth in Exhibit E and AOL reasonably
         determines that such failure is affecting the ability of AOL Users to
         use the Promotions or the Affiliated MP Site, or is having an adverse
         effect on any part of the AOL Network, then AOL will have the right (in
         addition to any other remedies available to AOL hereunder) to (a)
         suspend the award of Reward Points until MP corrects such
         non-compliance, and (b) decrease the Promotions it provides to MP
         hereunder until such time as MP corrects its non-compliance. If at any
         time during the Term hereof AOL determines that such failure is a
         material breach under this Agreement, AOL shall notify MP of such
         material breach, and MP shall have ten (10) days from delivery of such
         notice to cure such failure. Additionally, if such failure occurs
         during more than ten (10) days in any nine (9) month period, then (i)
         AOL will be relieved of the proportionate amount of any Impressions
         Commitment corresponding to such decrease in Promotions, and (ii) at
         MP's option either (x) the thresholds for AOL Purchasers (as described
         in Section 4.2) will be reduced by an amount to correspond to the
         estimated "lost AOL Purchasers", or (y) MP will pay AOL $*** per "lost
         AOL Purchaser" if such payment relates to periods before the 1,000,000
         AOL Purchasers goal is met, or $*** per "lost AOL Purchaser" if such
         payment relates to periods after the 1,000,000 AOL Purchasers goal is
         met. The "lost AOL Purchasers" will be determined based on historical
         data in the relevant market relating to Impressions, the click through
         rate, and the customer acquisition rate (or, if no such data or other
         rates are available in any affected market, the "lost AOL Purchaser"
         will be determined in accordance with reasonably estimated or presumed
         data with respect to impressions, click through rates and customer
         acquisition rates).

2.8      ADVERTISING SALES. In the event MP decides to sell any advertising on
         or through the Affiliated MP Site, MP shall notify AOL of such intent
         and AOL shall have a right of first offer with respect to acting as an
         agent for such advertising. MP agrees to provide AOL with the terms of
         such offer and AOL shall have a 30 day period (starting on the day on
         which AOL receives such offer) in which AOL will have the exclusive
         right to consider and accept such offer. In the event AOL rejects such
         offer, MP may engage any other entity in connection with the foregoing;
         provided, however that (i) such entity be offered terms and conditions
         that are the same as or no more

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         favorable to such entity than those offered to AOL under this
         Section 2.8, (ii) any advertising sold by such entity on the
         Affiliated MP Site shall be subject to the terms and conditions
         hereof and (iii) all revenues from advertising sales shall be shared
         with AOL as agreed upon by the Parties. This exclusive offer period
         applies only to the first advertising to be conducted by MP; AOL's
         rights under this Section 2.8 shall lapse and be of no further
         effect after the end of such 30 day period. It is understood that MP
         may advertise third party products and services that are part of an
         MP Product without regard to this Section 2.8, provided that MP does
         not sell or otherwise receive compensation for such advertising to
         the third party providers of such products and services.

2.9      TRAFFIC FLOW. MP will use commercially reasonable efforts to ensure
         that AOL traffic is either kept within the Affiliated MP Site or
         channeled back into the AOL Network. The Parties will work together on
         implementing mutually acceptable links from the Affiliated MP Site back
         to the AOL Network. In the event that AOL points or otherwise delivers
         traffic to the Affiliated MP Site or another site designated by MP, MP
         will ensure that navigation back to the AOL Network from such site,
         whether through a particular pointer or link, the "back" button on an
         Internet browser, the closing of an active window, or any other return
         mechanism, shall not be interrupted by MP through the use of any
         intermediate screen or other device not specifically requested by the
         user, including without limitation through the use of any html pop-up
         window or any other similar device. Notwithstanding the foregoing, in
         the case of any advertising links that are sold and implemented
         pursuant to this Agreement or any links that are implemented pursuant
         to this Agreement to other sites not controlled by MP, MP will not be
         required to provide a means for channeling back to the AOL Network from
         any third party sites to which the Affiliated MP Site is so linked.

3.       AOL EXCLUSIVITY OBLIGATIONS.

3.1      EXCLUSIVE MP PRODUCTS. During the term of this Agreement, except as
         expressly provided in Sections 2.5, 3.2, 3.3.6, 3.3.7 and 3.4:

3.1.1    ENERGY PRODUCTS. AOL shall not sell or promote, or agree to sell or
         promote, Energy Products (either individually or in combination with
         any other product or service) on any Exclusive Service for the benefit
         of AOL or any other person or entity other than MP.

3.1.2    ENERGY RELATED PRODUCTS. AOL shall not sell or promote, or agree to
         sell or promote, Energy Related Products of AOL or an MP Competitor
         (either individually or in combination with any other product or
         service) on any Exclusive Service.

3.2      EXCEPTIONS TO EXCLUSIVITY. Notwithstanding anything to the contrary in
         Section 3.1 (and without limiting any actions which may be taken by AOL
         without violation of MP's rights hereunder):

3.2.1    AOL may undertake activities or perform duties pursuant to arrangements
         with third parties that are in existence as of the Effective Date;
         provided, however, in this regard:

                  (a)      AOL hereby represents and warrants to MP that to the
                           knowledge of AOL senior executives (i.e., employees
                           above the level of vice president) and any vice
                           president of any Exclusive Service that has been
                           actively involved in the negotiation of this
                           Agreement (i) as of the Effective Date AOL has no
                           existing arrangements exceeding $1,000,000 in value
                           that expressly grant rights to any person or entity
                           to sell and promote Energy Products on the Exclusive
                           Services; (ii) no person or entity selling or
                           promoting products or services on any of the
                           Exclusive Services pursuant to an agreement exceeding
                           $1,000,000 in value is currently offering for sale or
                           otherwise promoting Energy Products on the Exclusive
                           Services; and (iii) as of the Effective Date, AOL
                           does not have a selling or promotional arrangement
                           exceeding $1,000,000 in value in connection with any
                           of the Exclusive Services with any MP Competitor
                           listed on Exhibit H;

                                       8

<PAGE>

                           provided that if AOL discovers that it has breached
                           the representation of (iii) due to an existing
                           agreement with an MP Competitor for the sale or
                           promotion of products that are not Exclusive MP
                           Products, then such breach may be cured by AOL by
                           updating its representation, and no damages would
                           result from such breach.

                  (b)      AOL shall not prompt or encourage any person or
                           entity currently promoting products or services on
                           the Exclusive Services pursuant to an existing
                           agreement with AOL (as of the Effective Date) to sell
                           or promote any Energy Products on any of the
                           Exclusive Services.

                  (c)      In the event any person or entity currently promoting
                           products or services on any of the Exclusive Services
                           pursuant to any existing agreement with AOL as of the
                           Effective Date (other than agreements otherwise
                           expressly permitted hereunder) were to sell or
                           promote any Exclusive MP Products on the Exclusive
                           Services under the terms of that existing agreement,
                           ***. If such dispute is referred to arbitration, ***.
                           Any damages awarded under this Section 3.2.1(c) shall
                           be MP's sole remedy with respect to this Section
                           3.2.1(c).

3.2.2    AOL may undertake activities or perform duties pursuant to arrangements
         with third parties that AOL becomes subject to as a result of a Change
         of Control of AOL, or a merger or acquisition by AOL; provided that if,
         as a result of Change of Control, merger or acquisition, AOL becomes
         subject to an arrangement whereby it would promote or sell any
         Exclusive MP Products or promote any MP Competitor in conflict with the
         terms of this Agreement (other than this Section 3.2.2), then ***.

3.2.3    AOL may create contextual links or editorial commentary on the
         Exclusive Services relating to any third party marketer of an Exclusive
         MP Product, or provide functionality, links and/or tools on the
         Exclusive Services to any third party marketer of any Exclusive MP
         Products; provided that in each case AOL is not compensated by such
         third party marketer in any manner for such contextual links, editorial
         commentary, functionality, links or tools, except as otherwise provided
         elsewhere herein and specifically with respect to Section 3.3.5.

3.2.4    AOL may provide on the Exclusive Services links to providers who are
         not MP Competitors (e.g., New York Times, Motley Fool, People
         Magazine), whose linked screens may have promotions of, or links to
         promotions of, an Exclusive MP Product or an MP Competitor.

3.2.5    AOL may promote on the Exclusive Services the products and services of
         any third party who is not an MP Competitor; provided that, such
         promotions on the Exclusive Services do not expressly promote any
         Energy Products.

3.3      RESTRICTIONS REGARDING MP COMPETITORS. During the term of this
         Agreement, notwithstanding anything contained in Section 3.1 hereof,
         except as provided in this Section 3.3, or in Sections 2.5, 3.2, and
         3.4, AOL will not enter into any arrangement with any MP Competitor on
         any Exclusive Service, except as follows:

3.3.1    AOL may conduct branding campaigns on any Exclusive Service for any
         regulated utility (but not any unregulated affiliate of such regulated
         utility) in any Regulated Market; provided that within thirty (30) days
         after such market becomes a Deregulated Market, AOL shall cease all
         promotions of such regulated utility on the Exclusive Service with
         respect to the Deregulated Product. In the event that AOL is required
         to cease promotions for any regulated utility pursuant to the
         foregoing, AOL shall have the right at any time thereafter to provide
         AOL Users functionality, links and tools reasonably determined by AOL
         to be necessary for a good AOL User experience; provided that AOL is
         not paid by such regulated utility (or its unregulated affiliates) to
         maintain such

                                       9
<PAGE>

         functionality, links or tools (other than to the extent otherwise
         permitted hereunder and specifically under Section 3.3.5).

3.3.2    Subject to the restrictions set forth in Section 3.3.8, AOL may sell or
         promote, or agree to sell or promote, through any of the Exclusive
         Services products or services of an MP Competitor that are not
         Exclusive MP Products, and that are marketed under the trademarks and
         trade names used by such MP Competitor to sell Energy Products, except:

                  (a)      In any market that is a Deregulated Market as of the
                           Effective Date, during the eight month period
                           beginning 45 days after MP gives AOL written notice
                           of MP's entrance into such Deregulated Market; or

                  (b)      In any market that is a Regulated Market as of the
                           Effective Date, during the eight month period
                           beginning two months prior to the Market Open Date
                           for such market, or such other date as may be
                           designated by MP in its sole discretion (such period,
                           or the period described in Section 3.3.2(a), as
                           applicable, the "Blackout Period"); provided that MP
                           shall provide AOL with written notice of the Market
                           Open Date at least 90 days prior to such date, and,
                           in addition to providing AOL notice of the Market
                           Open Date for any market that MP seeks to enter, if
                           MP designates a date other than the Market Open Date
                           to trigger the calculation of the Blackout Period, MP
                           shall provide AOL with written notice of such other
                           date at least 90 days prior to such date.

3.3.3    Subject to the restrictions set forth in Section 3.3.8, AOL may sell or
         promote, or agree to sell or promote through the Exclusive Services the
         products or services of an MP Competitor that are not Exclusive MP
         Products and are not marketed under the trademarks and trade names used
         by such MP Competitor to sell Energy Products.

3.3.4    Subject to the restrictions set forth in Section 3.3.8, AOL may enter
         into any contractual relationship with any MP Competitor, the principal
         purpose of which is the provision of connectivity or telecommunication
         services (e.g., broadband, data, voice or any combinations thereof) by
         such MP Competitor; provided that in the event that AOL is unable to
         consummate such contractual arrangement under this Section 3.3.4 due to
         the restrictions set forth in Section 3.3.8(b), then AOL shall be
         permitted to link to an MP Competitor's site that sells or promotes an
         Energy Product, provided that AOL shall use commercially reasonable
         best efforts to ensure that the opportunity to purchase such products
         is at least *** from the Exclusive Services.

3.3.5    Subject to the restrictions set forth in Section 3.3.8, AOL may enter
         into contractual arrangements to allow an incumbent regulated electric
         utility or natural gas distribution company to promote within the
         geographic areas serviced by such incumbent, the fact that their
         customers have the ability to pay for energy services using AOL's
         integrated bill payment product; provided that (a) any Content
         displayed or used by AOL in this context may not ***; and (b) during
         the Blackout Periods described in Section 3.3.2, AOL will not allow
         such regulated utilities or distribution companies to *** on the
         Exclusive Services. Nothing contained herein shall (i) restrict or be
         construed to restrict AOL's ability to receive fees in connection with
         its integrated bill payment product or (ii) prohibit, restrain or be
         implied to prohibit or restrain AOL from integrating any third party
         provider (including any MP Competitor) into AOL's integrated bill
         payment product (and the parties acknowledge that the term
         "integrating" as used in this subclause (ii) shall not mean promoting
         (except as otherwise permitted herein) or allowing for customer
         acquisition on any Exclusive Service).

3.3.6    AOL may enter into any contractual relationship with any MP Competitor
         to acquire new AOL Members derived from a database of the existing
         customers of any MP Competitor, and in that event AOL may promote ***
         to any of the new AOL Members so acquired, any of the products and
         services of such MP Competitor from whose database such new AOL Members
         shall have

                                       10
<PAGE>

         been acquired. In no event, however, shall AOL restrict such newly
         acquired AOL Members from viewing any of the Promotions.

3.3.7    Subject to the conditions set forth below in this Section 3.3.7, AOL
         may enter into any contractual relationship with any MP Competitor to
         acquire new AOL Members who are not in the database of existing
         customers of any MP Competitor, and in that event AOL may promote ***
         to any of the new AOL Members so acquired, any of the products and
         services of such MP Competitor. The conditions that must be fully
         satisfied with respect to any such contractual relationships with MP
         Competitors are:

                  (a)      Prior to entering into any such relationship AOL
                           shall ***;

                  (b)      Thereafter AOL may enter into any such proposed
                           relationship with one or more MP Competitors, ***;
                           and

                  (c)      Any new AOL Members that are acquired by AOL as a
                           consequence of such relationships will not be
                           restricted by AOL from viewing any of the Promotions.

3.3.8    AOL's rights under Sections 3.3.2, 3.3.3, 3.3.4 and 3.3.5 shall be
         subject to the following restrictions (except as otherwise provided in
         any such Section):

                  (a)      Any Content displayed or used by AOL on the Exclusive
                           Services that relates to the MP Competitor cannot be
                           used for ***; and

                  (b)      Promotions for an MP Competitor that are distributed
                           by AOL on the Exclusive Services cannot ***.

3.3.9    At such time as an entity becomes an MP Competitor, AOL will become
         subject to the restrictions and requirements under this Agreement with
         respect to each such MP Competitor as of the effective date of such
         addition, except if on such effective date AOL has a pre-existing
         contractual relationship with such new MP Competitor, then the
         following shall apply:

                  (a)      AOL will give MP notice that it has a pre-existing
                           contractual relationship with such new MP Competitor;
                           and

                  (b)      To the extent that AOL's pre-existing contractual
                           relationship with any such new MP Competitor
                           conflicts with any of the restrictions on MP
                           Competitors hereunder, then (i) AOL will use
                           commercially reasonable efforts to (x) *** or (y)
                           ***, or, if that is not possible, to use commercially
                           reasonably efforts to ***; (ii) AOL will use
                           commercially reasonable efforts to *** unless
                           otherwise expressly permitted hereunder (e.g.,
                           pursuant to Section 3.3.6); and (iii) AOL may
                           continue to perform its obligations under such
                           pre-existing contractual relationship in accordance
                           with its terms, as renewed or extended pursuant to
                           such terms, except that during the Term of this
                           Agreement, AOL will not agree to ***.

3.3.10   If MP requests AOL to add an entity as an MP Competitor who does not
         satisfy the criteria described in the definition of "MP Competitor",
         and AOL declines to do so, and such entity is an Aggregator and poses a
         threat to MP's core business, then AOL agrees to use its commercially
         reasonable efforts to prohibit the promotion of any Exclusive MP
         Product by such entity ***, but otherwise AOL will not have any
         additional obligations with respect to such entity hereunder, and in no
         event will this provision restrict AOL from entering into a contractual
         relationship with such entity.

3.3.11   Notwithstanding anything otherwise contained herein, in the event that
         an Aggregator shall satisfy either subsection (i) or (ii) of the
         definition of MP Competitor and, but for the provisions of this

                                       11
<PAGE>

         Section 3.3.11, would be deemed an MP Competitor, such Aggregator shall
         not be an MP Competitor and (i) such Aggregator shall be permitted to
         sell and/or promote Energy Related Products and (ii) the provision of
         Sections 3.3.2 and 3.3.8(b) shall not apply to such Aggregator. With
         respect to any such Aggregator, AOL shall prohibit such Aggregator from
         promoting Energy Products ***, except that in the event that AOL is
         unable to consummate a contractual arrangement with such Aggregator due
         to the restrictions contained in this sentence, then AOL shall be
         permitted to link to such Aggregator's site; provided that AOL shall
         use commercially reasonable efforts to ensure that the opportunity to
         purchase an Energy Product is ***.

3.4      DEREGULATED MARKETS.

3.4.1    The following will apply only after May 1, 2000: If at any time after
         three months after the Market Open Date of a Deregulated Market (or
         with respect to any markets that are Deregulated Markets on May 1,
         2000, three (3) months after May 1, 2000), MP is not offering the
         relevant Deregulated Energy Product in such market, then subject to
         Section 3.4.5, AOL may enter into non-exclusive arrangements (each with
         a term not to exceed *** (***) years) with any person or entity to sell
         or promote such Deregulated Energy Product (i.e., natural gas or
         electricity) in such market; provided that prior to entering into the
         first of such arrangements, AOL shall provide MP with a written notice
         that AOL has ***, and MP does not advise AOL within thirty (30) days
         after its receipt of such notice that MP intends to enter into such
         market. Thereafter, AOL may enter into an arms' length agreement with
         any unaffiliated third party; provided, however, that if AOL fails to
         consummate such agreement within the earlier of (i) *** days after MP's
         receipt of such notice, or (ii) *** days after AOL's receipt of MP's
         response to such notice indicating that MP does not intend to sell or
         promote the Deregulated Energy Product in such market at that time,
         then AOL's right to enter into such arrangement shall lapse, and AOL
         will be required to provide a new notice pursuant to the terms of this
         Section 3.4.1. If AOL enters into such arrangement within the permitted
         period, AOL may enter into additional non-exclusive arrangements (each
         with a term not to exceed *** (***) years) to promote such Deregulated
         Energy Product in that Deregulated Market, subject to Section 3.4.5. If
         MP advises AOL within thirty (30) days of its receipt of such notice
         that it intends to enter such market, AOL may not enter into any such
         non-exclusive arrangements, subject to MP satisfying the requirements
         set forth in Section 3.4.4.

3.4.2    The following will apply only after May 1, 2000: Without limiting AOL's
         rights under (and in addition to) Section 3.4.1, at any time after ***
         (***) months after the Market Open Date of a Deregulated Market, if MP
         is not offering the Deregulated Energy Product in such market, and if
         in such market *** percent (***%) or more of the residential consumers
         have chosen an energy provider other than the incumbent operating
         utility or an unregulated affiliate thereof (which percentage shall be
         determined by reference to an industry accepted, objective publication
         of energy statistics for the relevant market), then AOL may deliver to
         MP a written notice indicating AOL's intent to enter into non-exclusive
         arrangements with other providers of such Deregulated Energy Product.
         If MP does not advise AOL within thirty (30) days of its receipt of
         such notice that it intends to enter into such market, AOL may enter
         into non-exclusive arrangements (each with a term not to exceed ***
         (***) years) to promote such other providers of Deregulated Energy
         Products in that Deregulated Market, subject to Section 3.4.5. If MP
         advises AOL within thirty (30) days of its receipt of such notice that
         it intends to enter such market, AOL may not enter into any such
         non-exclusive arrangements, subject to MP satisfying the requirements
         set forth in Section 3.4.4.

3.4.3    Subsequent to MP's entrance into a particular Deregulated Market, in
         the event that (i) MP has publicly announced its withdrawal from that
         Deregulated Market, (ii) has ceased to service its Deregulated Energy
         Product customers, or (iii) has stopped acquiring new customers for
         Deregulated Energy Product in that Deregulated Market, then AOL may
         deliver to MP a written notice indicating AOL's intent to enter into
         non-exclusive arrangements with other providers of Deregulated Energy
         Products in that market. If MP does not advise AOL within thirty (30)
         days of its receipt of such notice that it intends to reenter such
         market, AOL may enter into non-exclusive

                                       12
<PAGE>

         arrangements (each with a term not to exceed *** (***) years) to
         promote such other providers in that Deregulated Market, subject to
         Section 3.4.5. If MP advises AOL within thirty (30) days of its receipt
         of such notice that it intends to enter such market, AOL may not enter
         into any such non-exclusive arrangements, subject to MP satisfying the
         requirements set forth in Section 3.4.4.

3.4.4    If MP provides notice to AOL that it intends to enter or reenter into a
         Deregulated Market pursuant to Sections 3.4.1, 3.4.2 or 3.4.3, then MP
         shall use its commercially reasonable efforts to enter such market
         within a reasonable period of time; provided that if MP is unable to
         enter into such Deregulated Market within *** days of the date of such
         notice, then MP shall provide AOL with a written notice describing the
         reasons for such delay and describing MP's commercially reasonable
         efforts to enter such markets and its anticipated schedule to enter the
         market. In the event MP fails to enter into such market within ***
         (***) days following the end of such *** (***) day period, then AOL
         shall have the right to enter into non-exclusive arrangements with
         other providers of Deregulated Energy Products, each with a term not to
         exceed *** (***) years.

3.4.5    At any time after AOL enters into non-exclusive arrangements pursuant
         to Sections 3.4.1 to 3.4.4, MP may elect to enter such a Deregulated
         Market to sell or offer to sell the Deregulated Energy Product. When MP
         enters into such market, thereafter AOL may not enter into any new
         arrangements with any other person for such Deregulated Market, nor may
         AOL renew or extend any non-exclusive arrangements in such market. AOL
         will be entitled, however, to continue to perform its obligations under
         any of the non-exclusive arrangements entered into pursuant to Sections
         3.4.1 to 3.4.4.

3.4.6    If MP is accepting new customers in a Deregulated Market but has chosen
         not to use Impressions to solicit new customers in such Deregulated
         Market for nine (9) consecutive months, AOL may require MP to use
         Impressions up to the average number of Impressions per AOL Member per
         year under this Agreement, in the subsequent twelve (12) month period
         to promote the Exclusive MP Products in such Deregulated Market.

3.5      MIGRATION. If AOL intentionally encourages any of the subscribers of
         the AOL Service or CompuServe ("Paying AOL Members") to Migrate to a
         Targeted Service, then the following provisions shall apply:

3.5.1    If less than *** percent (***%) of the Paying AOL Members have Migrated
         to a Targeted Service, and if such Migrated Paying AOL Members
         represent more than *** percent (***%) of the subscribers on that
         Targeted Service, then AOL shall provide MP with Promotions and
         Impressions on the Targeted Service on a non-exclusive basis pursuant
         to a revised carriage plan from and after that date (which carriage
         plan reallocates remaining Impressions among the Exclusive Services and
         the Targeted Service), until the end of this Agreement, in accordance
         with the terms of this Agreement, other than Section 3 and other
         provisions related to exclusivity.

3.5.2    If more than *** percent (***%) of the Paying AOL Members have Migrated
         to a Targeted Service, and if such Migrated Paying AOL Members
         represent more than *** percent (***%) of the subscribers on that
         Targeted Service, then (i) AOL shall provide MP with Promotions and
         Impressions on the Targeted Service pursuant to a revised carriage plan
         from and after that date (which carriage plan reallocates remaining
         Impressions among the Exclusive Services and the Targeted Service),
         until the end of this Agreement, in accordance with the terms of this
         Agreement, and (ii) the Targeted Service shall be *** from and after
         that date, until the end of this Agreement, in accordance with the
         terms of this Agreement; provided, however, if AOL has any contractual
         commitments with respect to the Targeted Service that would conflict
         with (i) or (ii), then AOL will use its commercially reasonable efforts
         to satisfy (i) and (ii) notwithstanding such contractual commitments,
         and if AOL cannot satisfy (i) and (ii), AOL will ***.

3.5.3    If more than *** percent (***%) but less than ***percent (***%) of the
         Paying AOL Members have Migrated to a Targeted Service, and if such
         Migrated Paying AOL Members represent less than

                                       13
<PAGE>

         *** percent (***%) of the subscribers on that Targeted Service, then
         (i) AOL shall provide MP with Promotions and Impressions on the
         Targeted Service pursuant to a revised carriage plan from and after
         that date (which carriage plan reallocates remaining Impressions among
         the Exclusive Services and the Target Service), until the end of this
         Agreement, in accordance with the terms of this Agreement other than
         Section 3 and other provisions relating to exclusivity, and (ii) ***.

3.5.4    If more than *** percent (***%) of the Paying AOL Members have Migrated
         to a Targeted Service, then AOL shall provide MP with the first right
         to negotiate the extension of the exclusivity hereunder to that
         Targeted Service (whereby MP would be required to compensate AOL for
         the value of such exclusivity for the Targeted Service as determined as
         of that time); provided, however, if AOL has any contractual
         commitments with respect to the Targeted Service that would conflict
         with the foregoing, then AOL will ***.

3.5.5    If pursuant to the provisions of this Section 3.5, AOL is required to
         ***, then MP may initiate the dispute resolution procedures under
         Section 6 hereto to determine ***.

3.6      EARLY TERMINATION OF EXCLUSIVITY AND AGREEMENT. At any time during the
         month of ***, either Party hereto may request the other Party to
         conduct good faith discussions regarding the economic terms of this
         Agreement from that date (the "Look See Date") to the end of the Term.
         From and after the Look See Date, but prior to the first anniversary
         thereof, either Party shall have the right to initiate the termination
         provisions set forth below by giving the other Party notice of its
         intent to proceed under this Section 3.6; provided, however, that prior
         to providing such notice, the terminating Party has sought to enter
         into such good faith discussions. If either Party elects to terminate
         this Agreement under this Section 3.6, then the following will apply:

         (a)      The exclusivity provisions of Section 3.1 will terminate
                  effective on the first anniversary of the Look See Date;

         (b)      Provided that MP has made all required scheduled payments
                  prior to the Look See Date, AOL will pay MP the sum of $*** on
                  the first anniversary of the Look See Date;

         (c)      AOL will continue to provide Impressions and Promotions in
                  accordance with this Agreement (other than Section 3.1 and
                  other provisions relating to exclusivity) for *** (***) months
                  after the first anniversary of the Look See Date;

         (d)      MP will have no obligation to make any payments pursuant to
                  Section 4.1 that are scheduled for payment after the first
                  anniversary of the Look See Date; and

         (d)      This Agreement will expire *** (***) months after the first
                  anniversary of the Look See Date.

3.7      MINIMUM NATIONAL COVERAGE. Notwithstanding anything to the contrary in
         this Agreement, from and after the first anniversary of the Effective
         Date, the provisions of this Section 3.7 shall apply.

3.7.1    In the event that (i) more than two (2) providers of electricity offer
         electricity to residential consumers and small business customers in
         more Deregulated Markets nationwide than those in which MP is so
         offering electricity, or (ii) more than two (2) providers of
         electricity to residential consumers and small business customers in
         Deregulated Markets offer electricity to a greater percentage of the
         population in Deregulated Markets nationwide than that to which MP is
         offering electricity, then MP shall have ninety (90) days following its
         receipt of notice from AOL of its failure to meet the conditions
         described in Sections 3.7.1(i) and (ii) hereof to cure such failure,
         or, if MP's cure of such failure requires additional regulatory
         approvals, MP shall have one hundred eighty (180) days to cure such
         failure following MP's receipt of such notice from AOL. In the event
         such failure remains uncured after such ninety-day or one hundred
         eighty-day period, as

                                       14
<PAGE>

         applicable, AOL shall have the right to terminate MP's rights
         pertaining to exclusivity under this Agreement with respect to
         electricity.

3.7.2    In the event that (i) more than two (2) providers of natural gas offer
         natural gas to residential consumers and small business customers in
         more Deregulated Markets nationwide than those in which MP is so
         offering natural gas, or (ii) more than two (2) providers of natural
         gas to residential consumers and small business customers in
         Deregulated Markets offer natural gas to a greater percentage of the
         population in Deregulated Markets nationwide than that to which MP is
         offering natural gas, then MP shall have ninety (90) days following its
         receipt of notice from AOL of its failure to meet the conditions
         described in Sections 3.7.2(i) and (ii) hereof to cure such failure,
         or, if MP's cure of such failure requires additional regulatory
         approvals, MP shall have one hundred eighty (180) days to cure such
         failure following MP's receipt of such notice from AOL. In the event
         such failure remains uncured after such ninety-day or one hundred
         eighty-day period, as applicable, AOL shall have the right to terminate
         MP's rights pertaining to exclusivity under this Agreement with respect
         to natural gas.

3.7.3    With respect to Sections 3.7.1 and 3.7.2, three (3) nationally
         recognized independent experts in the energy industry shall determine
         whether there are more than two (2) electricity or natural gas
         providers, as applicable, offering electricity or natural gas as
         described in Sections 3.7.1 and/or 3.7.2, respectively. Such experts
         shall be identified within ten (10) days of AOL's notice to MP that
         such identification is required. Each Party will name one such expert
         within five (5) days after the delivery of such notice. The two experts
         named by the Parties will select a third expert within five (5) days
         thereafter.

4.       PAYMENTS.

4.1      PAYMENTS. Subject to the terms and conditions of this Agreement, MP
         will pay AOL non-refundable payments in accordance with the following
         schedules, provided that this Agreement is in effect on the payment
         date:

4.1.1    SCHEDULED PAYMENTS. Except as may be modified pursuant to Section
         4.1.2:

                  (i)      *** Dollars ($***) which has previously been paid
                           pursuant to a Letter of Intent between the Parties
                           dated as of May 14, 1999;

                  (ii)     *** Dollars ($***) upon execution of this Agreement;

                  (iii)    *** Dollars ($***) on April 30, 2000;

                  (iv)     *** Dollars ($***) on January 1, 2001;

                  (v)      *** Dollars ($***) on July 1, 2001;

                  (vi)     *** Dollars ($***) on January 1, 2002;

                  (vii)    *** Dollars ($***) on July 1, 2002;

                  (viii)   *** Dollars ($***) on January 1, 2003;

                  (ix)     *** Dollars ($***) on July 1, 2003;

                  (x)      *** Dollars ($***) on January 1, 2004;

                                       15
<PAGE>

                  (xi)     *** Dollars ($***) on July 1, 2004; and

                  (xii)    *** Dollars ($***) on January 1, 2005.

4.1.2    REWARDS POINTS. The Parties hereby acknowledge that on an annual basis
         (commencing on January 1, 2000), an amount equal to *** dollars ($***)
         of the amounts due pursuant to Section 4.1.1 above, shall be allocated
         by AOL hereunder as payment for the purchase of Reward Points by MP as
         provided pursuant to Section 1.5 hereof. During any given year, MP
         shall have the right to purchase Reward Points in excess of *** Dollars
         ($***) by paying cash therefor either upon request for such additional
         Reward Points or in accordance with AOL's billing procedures therefor
         (an "Excess Purchase"). In the event MP makes one or more Excess
         Purchases in any given calendar year, the payment (or if applicable,
         payments) due from MP immediately following such Excess Purchase shall
         be reduced by an amount equal to the amount paid by MP for such Excess
         Purchase.

4.2      AOL PURCHASER GOALS. As additional consideration for AOL's services
         hereunder, MP will provide AOL with the additional compensation set
         forth below upon the achievement of the AOL Purchaser goals set forth
         below.

4.2.1    FIRST ONE MILLION AOL PURCHASERS. Subject to the terms of the
         Subscription Agreement, a form of which is attached hereto as Exhibit I
         and which shall be executed in substantially similar form by the
         parties named therein on or around the closing of the Private
         Placement, in consideration of AOL's services hereunder, MP will grant
         to AOL a number of shares of voting common stock of MP equal to the
         Vesting Increment (as defined in Section 1.2 of the Subscription
         Agreement) within 15 days after each of the following AOL Purchaser
         goals has been met: 100,000th, 200,000th, 300,000th, 400,000th,
         500,000th, 600,000th, 700,000th, 800,000th, 900,000th and 1,000,000th
         AOL Purchasers. In this connection, AOL has reviewed and approved the
         form of Subscription Agreement and will execute and deliver the
         Subscription Agreement prior to receiving any such shares, and all such
         shares shall be subject to the terms, conditions and restrictions set
         forth in the Subscription Agreement. All shares issued by MP pursuant
         to this Section 4.2.1 shall be duly authorized and issued, fully paid,
         and nonassessable shares of voting common stock of MP. In the event
         that MP is merged with another corporation, Section 4.2 of the
         Subscription Agreement will apply. In the event that this Agreement
         terminates (for any reason, with or without cause by either Party),
         prior to the achievement of any one of the foregoing AOL Purchaser
         acquisition goals, then AOL shall not be entitled to receive any shares
         in connection with such AOL Purchaser acquisition goal or AOL Purchaser
         acquisition goals subsequent thereto under this Section 4.2.1.

4.2.2    ADDITIONAL AOL PURCHASERS. For every 100,000 AOL Purchasers in excess
         of 1,000,000, MP shall pay AOL Two Million Five Hundred Thousand
         Dollars (US$2,500,000). Amounts accrued hereunder during any month
         shall be paid within thirty (30) days after the end of such month in
         accordance with Section 4.3 hereof.

4.3      LATE PAYMENTS; WIRED PAYMENTS. All amounts owed hereunder by either
         Party and that not paid when due and payable will bear interest from
         the date such amounts are due and payable at the prime rate as posted
         from time to time by The Chase Manhattan Bank in effect at such time.
         All payments by MP that are required hereunder will be paid in
         immediately available, non-refundable U.S. funds wired to the "America
         Online" account, Account Number *** at The Chase Manhattan Bank, 1
         Chase Manhattan Plaza, New York, NY 10081 (ABA: 021000021).

4.4      AUDITING RIGHTS. MP will maintain complete, clear and accurate records
         of all AOL Purchasers and other matters related to MP's performance of
         its obligations under this Agreement. For the sole purpose of ensuring
         compliance with this Agreement, AOL (or its representative) will have
         the right to an audit and inspection of portions of the books and
         records of MP which are relevant to MP's performance pursuant to this
         Agreement. Any such audit may be conducted after twenty (20) business
         days prior written notice to MP. AOL shall bear the expense of any
         audit

                                       16
<PAGE>

         conducted pursuant to this Section 4.4 unless such audit shows an
         error in AOL's favor amounting to a deficiency to AOL in excess of ten
         percent (10%) of the actual amounts paid and/or payable to AOL
         hereunder, in which event MP shall bear the reasonable expenses of the
         audit. MP shall pay AOL the amount of any deficiency discovered by AOL
         within thirty (30) days after receipt of notice thereof from AOL.

4.5      TAXES.

4.5.1    The amounts payable to AOL under this Agreement do not include existing
         Transaction Taxes, and MP will be responsible for, and indemnify and
         hold AOL harmless from, all Transaction Taxes imposed upon (i) the
         Promotions provided by AOL to MP under this Agreement and (ii) any MP
         Products sold by MP to AOL Users hereunder. AOL shall bill and collect
         from MP any Transaction Taxes imposed on the Promotions that MP is
         responsible for and report and remit the same to the applicable taxing
         authorities, unless applicable law requires such Transaction Taxes and
         charges to be reported or remitted by MP. MP shall not be obligated to
         pay or reimburse AOL for interest, fines, or other penalties arising
         from AOL's negligent failure to timely bill, collect, or pay the
         appropriate taxing authorities any such Transaction Taxes due by MP.

4.5.2    AOL and MP agree to cooperate in identifying and evaluating sales and
         use tax saving strategies and opportunities with respect to the
         activities contemplated by this Agreement, with the understanding that
         the implementation of any such strategies and opportunities shall not
         affect the Parties' responsibilities for Transaction Taxes and other
         charges and their obligations set forth in this Section, or their
         responsibility for filing any returns and reports required by law.
         Where necessary to minimize Transaction Taxes, AOL shall provide MP
         with one or more invoices that itemize AOL's taxable and non-taxable
         charges for payments made by MP under this Agreement, including,
         without limitation, any supplemental invoices which may be required by
         MP for a period of up to six years after the applicable charges are
         due. Both Parties agree to cooperate in obtaining any exemption or
         reduction in Transaction Taxes upon request by the other. AOL will
         cooperate in the pursuit of and/or assign to MP, to the extent
         assignable, any claims for refund that either Party becomes aware of
         with respect to any Transaction Taxes that MP is responsible for under
         the terms of this Agreement.

4.6      REPORTS.

4.6.1    AOL PURCHASERS. MP will provide AOL, in an automated manner, with a
         monthly report in an agreed format, detailing the number of AOL
         Purchasers obtained in each month, and any other information mutually
         agreed upon by the Parties or reasonably required for measuring of AOL
         Purchasers obtained through the Affiliated MP Site.

4.6.2    SALES REPORTS. MP will provide AOL in an automated manner with a
         monthly report in an agreed format, providing aggregate sales
         information by categories ("Sales Reports"), which shall include the
         number of visitors accessing the Affiliated MP Site, purchaser names
         and screennames (including specifically, the screen names of purchasers
         of over $300 in products or services other than Energy Products), SKU
         or Product descriptions, average amounts billed to subscribers, total
         dollars per product line, any applicable gross transaction revenues and
         all items deducted or excluded from gross transaction revenues to
         produce transaction revenues (including, without limitation,
         chargebacks and credits for returned or canceled goods or services and,
         where possible, an explanation of the type of reason therefor, e.g.,
         bad credit card information, poor customer service, etc.) and any
         applicable advertising revenues. In addition to the aforementioned
         report, on the first business day of each week during the Term, MP
         shall provide AOL, in electronic format, with the name, screenname,
         number of Rewards Points earned, whether a Reward Program member is
         existing or new, and other information reasonably requested by AOL for
         each AOL Member who qualifies for Rewards Points under each Rewards
         Promotion during the preceding week. AOL acknowledges that the Sales
         Reports are Confidential Information of MP; provided, however, MP
         agrees THAT AOL may use Sales Reports in its internal

                                       17
<PAGE>

         business operations, and AOL may use information contained in the Sales
         Reports to produce aggregated data that may be publicly released in
         aggregate figures, provided that AOL may not release information
         relating to energy services offered on any Exclusive Service as a stand
         alone category of services.

4.6.3    USAGE REPORTS. AOL shall provide MP with a report containing standard
         usage information related to the Promotions and Impressions (e.g., a
         schedule of the Impressions delivered by AOL at such time), which is
         similar in substance and form to the reports provided by AOL to other
         interactive marketing partners similar to MP. MP acknowledges that the
         Usage Reports are Confidential Information of AOL. In addition to the
         foregoing, upon MP's request, AOL will provide MP with a report of
         Impressions and Promotions delivered hereunder, audited by ABC
         Interactive, Inc., at MP's expense, provided that if the audited report
         shows an underage of Impressions delivered by AOL to be more than ten
         percent 10% from the unaudited report, AOL shall bear the reasonable
         expenses of such audit.

4.6.4    FRAUDULENT TRANSACTIONS. To the extent permitted by applicable laws, MP
         will provide AOL with a prompt report of any fraudulent order,
         including the date, screenname or email address and amount associated
         with such order, promptly following MP obtaining knowledge that the
         order is, in fact, fraudulent.

5.       TERM; RENEWAL; TERMINATION.

5.1      TERM.

5.1.1    Unless earlier terminated as set forth herein, the Term of this
         Agreement will begin on the Effective Date and will end on the sixth
         anniversary hereof (the "Term").

5.1.2    If the Private Placement is not completed by February 28, 2000, then
         for so long as the Private Placement has not been completed, either
         Party shall have the right to elect to terminate this Agreement upon
         written notice to the other Party, with the effective date of such
         termination to be the date such notice is delivered to the other Party.
         Upon such termination, neither Party shall have any further rights,
         obligations or liabilities hereunder, and AOL shall be entitled to
         retain all payments made by MP hereunder prior to the effective date of
         such termination.

5.2      RENEWAL.

5.2.1    For the six months prior to the expiration of the Term, AOL and MP will
         enter into good faith negotiations to consider an ongoing relationship
         beyond the Term.

5.2.2    If the Parties fail to agree to extend or renew this Agreement on
         mutually acceptable terms pursuant to Section 5.2.1, then this
         Agreement will be terminated as of the end of the Term. However, for
         two years following such termination, the following will apply:

                  (a)      MP will pay AOL a bounty for each AOL Purchaser
                           acquired by MP during such two year period equal to
                           MP's then standard affiliate bounty program rates for
                           new customers from Interactive Services (which AOL
                           acknowledges may be less than or greater than $***),
                           or, in the event no such standard bounty program
                           exists, $***.

                  (b)      MP will allow AOL to maintain a link from the
                           Exclusive Services to the Affiliated MP Site for such
                           two-year period, and will maintain and operate the
                           Affiliated MP Site in accordance with the provisions
                           of Sections 2.1, 2.4, 2.7, 4.3, 4.4, 4.5, 4.6.2, 5.3,
                           6, and Exhibits E and F, and the relationship between
                           the Parties shall be governed by Exhibit G for such
                           period.

                                       18
<PAGE>

                           All other obligations of the Parties under this
                           Agreement shall no longer be effective or binding on
                           the Parties (including without limitation, the
                           exclusivity provisions in Section 3, AOL's obligation
                           to provide Impressions and Promotions, and MP's cross
                           promotion obligations). The provisions of this
                           Section 5.2.2 shall survive the termination of this
                           Agreement.

5.3      CONTINUED LINKS. Upon expiration or termination of this Agreement for
         any reason, each Party may, at its discretion, continue to promote one
         or more "pointers" or links from its sites or services to the other
         Party's site or services (and MP acknowledges that access to the AOL
         Service, CompuServe and certain other AOL properties or services may be
         limited to subscribers to those services), and continue to use such
         other Party's trade names, trademarks and service marks in connection
         therewith (collectively, a "Continued Link"), subject to any reasonable
         conditions or terms that the other Party may impose with respect to the
         use of its trade names, trademarks and service marks; and provided that
         unless this Agreement is terminated by MP due to a breach by AOL, the
         terms of Section 5.2.2(a) shall continue to apply if and to the extent
         that AOL provides links from an Exclusive Service to an MP Interactive
         Site. The provisions of this Section 5.3 will survive the termination
         of this Agreement.

5.4      DEFAULTS; TERMINATION FOR BREACH. Except as expressly provided
         elsewhere in this Agreement, either Party may terminate this Agreement
         at any time in the event of a material breach of this Agreement by the
         other Party which after forty five (45) days of written notice thereof
         (or such shorter or longer period as may as specified elsewhere in this
         Agreement) remains uncured; provided that AOL will not be required to
         provide notice to MP in connection with MP's failure to make any
         payments to AOL required hereunder, and the cure period with respect to
         any scheduled payment will be fifteen (15) days from the date such
         payment is due as provided herein. Notwithstanding the foregoing, in
         the event of a material breach of a provision that expressly requires a
         cure to be completed within a period shorter or longer than forty-five
         (45) days, either Party may terminate this Agreement if the breach
         remains uncured after such shorter or longer period expires.

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

5.6      TERMINATION ON CHANGE OF CONTROL. In the event of a Change of Control
         of MP resulting in control of MP by ***, AOL may terminate this
         Agreement by providing thirty (30) days prior written notice of its
         intent to terminate. Likewise, in the event of a Change of Control of
         AOL resulting in AOL being controlled by ***, MP may terminate this
         Agreement by providing thirty (30) days prior written notice of it
         intent to terminate.

5.7      PRESS RELEASES. Each Party will submit to the other Party, for its
         prior written approval, which will not be unreasonably withheld or
         delayed, any press release or any other public statement ("Press
         Release") regarding the transactions contemplated hereunder.
         Notwithstanding the foregoing, either Party may issue Press Releases
         and other disclosures as required by law without the consent of the
         other Party and in such event, the disclosing Party will provide at
         least five (5) business days prior written notice of such disclosure.
         The failure by one Party to obtain the prior written consent of the
         other Party prior to issuing a Press Release (except as required by
         law) shall be deemed to be a material breach of this Agreement.

6.       MANAGEMENT COMMITTEE/ARBITRATION.

                                       19
<PAGE>

6.1      MANAGEMENT COMMITTEE. The Parties will act in good faith and use
         commercially reasonable efforts to promptly resolve any claim, dispute,
         controversy or disagreement (each a "Dispute") between the Parties or
         any of their respective subsidiaries, affiliates, successors and
         assigns under or related to this Agreement or any document executed
         pursuant to this Agreement or any of the transactions contemplated
         hereby. If the Parties cannot resolve the Dispute promptly through
         informal discussions, the Dispute will be submitted by either Party to
         the Management Committee for resolution. For ten (10) days following
         submission of the Dispute to the Management Committee, the Management
         Committee will have the exclusive right to resolve such Dispute. If the
         Management Committee is unable to amicably resolve the Dispute during
         the ten day period, then the Management Committee will consider in good
         faith the possibility of retaining a third party mediator to facilitate
         resolution of the Dispute. In the event the Management Committee does
         not agree to retain a mediator within fifteen (15) days following the
         submission of the Dispute to the Management Committee, the Dispute will
         be subject to the resolution mechanisms described below. "Management
         Committee" will mean a committee made up of a senior executive from
         each of the Parties for the purpose of resolving Disputes under this
         Section 6.1 and generally overseeing the relationship between the
         Parties contemplated by this Agreement. Neither Party will seek, nor
         will be entitled to seek, binding outside resolution of the Dispute
         unless and until the Parties have been unable amicably to resolve the
         Dispute as set forth in this Section 6.1 and then, only in compliance
         with the procedures set forth in this Section 6. Until the Dispute is
         resolved pursuant to Section 6, (i) any time periods specified in this
         Agreement related to curing a default shall be stayed to the extent
         that such cure period relates to a default that is in dispute, and (ii)
         both Parties will continue to perform their respective obligations
         hereunder without regard to such dispute to the maximum extent
         possible. Nothing in this Section 6.1 shall prevent either Party from
         seeking any injunctive relief to protect its interests in connection
         with claims relating to proprietary rights, including but not limited
         to intellectual property and confidentiality.

6.2      ARBITRATION. Except for Disputes relating to issues of proprietary
         rights, including but not limited to intellectual property and
         confidentiality, any Dispute not resolved by amicable resolution as set
         forth in Section 6.1 will be governed exclusively and finally by
         arbitration. Such arbitration will be conducted by the American
         Arbitration Association ("AAA") in New York, New York, and will be
         initiated and conducted in accordance with the Commercial Arbitration
         Rules ("Commercial Rules") of the AAA, including the AAA Supplementary
         Procedures for Large Complex Commercial Disputes ("Complex
         Procedures"), as such rules will be in effect on the date of delivery
         of a demand for arbitration ("Demand"), except to the extent that such
         rules are inconsistent with the provisions set forth herein.
         Notwithstanding the foregoing, the Parties may agree in good faith that
         the Complex Procedures will not apply in order to promote the efficient
         arbitration of Disputes where the nature of the Dispute, including
         without limitation the amount in controversy, does not justify the
         application of such procedures.

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

                                       20
<PAGE>

6.4      GOVERNING LAW OF ARBITRABILITY. The Federal Arbitration Act, 9 U.S.C.
         Secs. 1-16, and not state law, will be used to determine whether a
         Dispute hereunder can be resolved by arbitration, it being the intent
         of the Parties to have all Disputes (other than Disputes relating to
         issues of proprietary rights, including but not limited to intellectual
         property and confidentiality) governed by the procedures set forth in
         this Section 6. The arbitrators will allow such discovery as is
         appropriate to the purposes of arbitration in accomplishing a fair,
         speedy and cost-effective resolution of the Disputes. The arbitrators
         will reference the Federal Rules of Civil Procedure then in effect in
         setting the scope and timing of discovery. The Federal Rules of
         Evidence will apply in toto. The arbitrators may enter a default
         decision against any Party who fails to participate in the arbitration
         proceedings.

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

6.6      FEES. Each Party will pay the fees of its own attorneys, expenses of
         witnesses and all other expenses and costs in connection with the
         presentation of such Party's case (collectively, "Attorneys' Fees").
         The remaining costs of the arbitration, including without limitation,
         fees of the arbitrators, costs of records or transcripts and
         administrative fees (collectively, "Arbitration Costs") will be borne
         equally by the Parties.

6.7      NON-ARBITRATABLE DISPUTES. Any Dispute that is not subject to to
         arbitration under this Section 6 (collectively, "Non-Arbitration
         Claims") will be brought in any court of competent jurisdiction in the
         State of Delaware, except for actions seeking injunctive relief that,
         because of the specific nature of relief sought, are legally required
         to be filed in another jurisdiction. Each Party irrevocably consents to
         the exclusive jurisdiction of the courts of the State of Delaware and
         the federal courts situated in the State of Delaware, over any and all
         Non-Arbitration Claims and any and all actions to enforce such claims
         or to recover damages or other relief in connection with such claims,
         except for actions seeking injunctive relief that, because of the
         specific nature of relief sought, are legally required to be filed in
         another jurisdiction.

6.8      EXHIBITS. All of the Exhibits attached hereto are each hereby made a
         part of this Agreement.




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

----------------------------------------- --------------------------------------
AMERICA ONLINE, INC.                      EMW ENERGY SERVICES CORP.

By: /s/ DAVID COLBURN                     By: /s/ JIMMIE L. WILLIAMS
   ------------------                        -----------------------
Name: David Colburn                       Name: Jimmie L. Williams
Title: President, Business Affairs        Title: Vice President
----------------------------------------- --------------------------------------
----------------------------------------- --------------------------------------


                                       21
<PAGE>

EXHIBITS

A        PLACEMENTS/PROMOTIONS/IMPRESSIONS
A-1      REWARDS PROMOTIONS
B        DEFINITIONS
C        CROSS PROMOTIONS
C-1      AFFILIATE PROGRAM TERMS AND CONDITIONS
D        MP PRODUCTS AND OTHER CONTENT
E        OPERATIONS
F        STANDARD ONLINE COMMERCE TERMS AND CONDITIONS
G        STANDARD LEGAL TERMS AND CONDITIONS
H        LIST OF MP COMPETITORS
I        STOCK SUBSCRIPTION AGREEMENT

<PAGE>

                                                     EXHIBIT A

                                                PLACEMENT/PROMOTION

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
AOL SERVICE                            COPY SIZE        YEAR 1        YEAR 2        YEAR 3        YEAR 4        YEAR 5        YEAR 6
                                                  IMPRESSIONS*  IMPRESSIONS*  IMPRESSIONS*  IMPRESSIONS*  IMPRESSIONS*  IMPRESSIONS*
<S>                                    <C>        <C>           <C>           <C>           <C>           <C>           <C>
AOL BANKING PACKAGE (STATE TBD)        234X60              ***           ***           ***           ***           ***           ***
Welcome Screen w/ Graphic**            Text                ***           ***           ***           ***           ***           ***
                                       w/Graphic
Welcome Screen w/out Graphic**         Text                ***           ***           ***           ***           ***           ***
ROS: Demo & Geographically Targeted    234x60              ***           ***           ***           ***           ***           ***
Email: Targeted                        175x45              ***           ***           ***           ***           ***           ***
------------------------------------------------------------------------------------------------------------------------------------
AOL SERVICE TOTAL:                                         ***           ***           ***           ***           ***           ***
------------------------------------------------------------------------------------------------------------------------------------

DIGITAL CITY
Targeted Promotion within Specific     234x60              ***           ***           ***           ***           ***           ***
Markets (Markets TBD)***
Targeted Text Promotion within         Text                ***           ***           ***           ***           ***           ***
Specific Markets (Markets TBD)***
ROS (Targeted Markets: TBD)            234x60              ***           ***           ***           ***           ***           ***
Content Integration & Sponsorship****  TBD                 ***           ***           ***           ***           ***           ***
------------------------------------------------------------------------------------------------------------------------------------
DIGITAL CITYTOTAL:                                         ***           ***           ***           ***           ***           ***
------------------------------------------------------------------------------------------------------------------------------------

COMPUSERVE
Geo-Targeted Pop-Ups                   200Wx250D           ***           ***           ***           ***           ***           ***
                                       Pixel
Geo-Targeted Direct Emails             Text                ***           ***           ***           ***           ***           ***
Geo-Targeted Ad Banners                468x60              ***           ***           ***           ***           ***           ***
Home & Family Banners                  468x60              ***           ***           ***           ***           ***           ***
Personal Finance Banners               468x60              ***           ***           ***           ***           ***           ***
------------------------------------------------------------------------------------------------------------------------------------
COMPUSERVETOTAL:                                           ***           ***           ***           ***           ***           ***
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE TOTAL IMPRESSIONS:                               ***           ***           ***           ***           ***           ***
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Specific line item Impressions totals are estimated.

**Welcome Screen MUST link to an AOL Native Screen (and not to a page of the
Affiliated MP Site).

***Impressions are estimated variable based on content.

****Integration of MP content in relevant DCI markets as determined by DCI.

Year 1: Effective Date-3/31/2001; Year 2: 4/1/2001-3/31/2002; Year 3:
4/1/2002-3/31/2003; Year 4: 4/1/2003-3/31/2004; Year 5: 4/1/2004-3/31/2005; Year
6: 4/1/2005-11/30/2005.

                                      A-1
<PAGE>

1.       During the Term, subject to the terms and conditions hereof, MP shall
         have the right to use the Keyword Search Terms as are mutually agreed
         upon by the Parties hereto.

2.       "Collar" shall mean ***% of the Impressions Commitment in any of Years
         1, 2, 3, 4, 5, or 6 as provided in the chart above.

3.       The parties agree that MP shall launch the Affiliated MP Site on or
         prior to June 30, 2000, and the date of such launch shall be the "Site
         Launch Date". MP shall inform AOL of the Site Launch Date no later than
         24 hours after such Site Launch Date shall have occurred. The Parties
         hereby acknowledge that, notwithstanding anything else to the contrary
         contained in this Agreement, AOL may deliver a number of Impressions
         that are less than or equal to, but not exceeding, ***% of the
         Impressions Commitment for Year 1 of the Term prior to the Site Launch
         Date. Subject to the terms of Section 1.3.1, MP shall determine the
         content of Promotions to which AOL shall deliver such Impressions
         pursuant to this Paragraph 3 of this Exhibit A and such Promotions will
         either be of a non-clickable nature or will link to an area as mutually
         agreed upon by the Parties hereto.

4.       From time to time, subject to the provisions of Sections 1.2.3 and 1.4
         hereof and AOL's then-current guidelines for reallocating promotions,
         MP may elect to exchange any Promotions identified above for the same
         type of Promotions (e.g., banner advertisements for banner
         advertisements) or the location of Promotions (e.g., Welcome Screen
         Promotions for Personal Finance promotions) within the same Exclusive
         Service or across Exclusive Services. For purposes of exchanging
         Promotions, the relative value of new Promotions and Promotions to be
         exchanged shall be based upon AOL's then-current rate card for such
         Promotions, respectively. All exchanges of Promotions shall be subject
         to availability (including, without limitation, availability limited by
         AOL's exclusivity and other preferential commitments), as reasonably
         determined by AOL. MP may request such adjustments to the Promotions no
         more frequently than once each quarter.



                                      A-2
<PAGE>

                                   EXHIBIT A-1

                               REWARDS PROMOTIONS

         1.       PROMOTION ON THE AOL SERVICE. AOL shall promote the Rewards
                  Promotions on the AOL Service as follows: MP shall receive a
                  promotional, rotating presence on the Rewards Program Main
                  Screen on the AOL Service; (b) MP shall receive a promotional,
                  rotating presence on the Rewards Program "Earn Points Now"
                  sub-screen on the AOL Service; and (c) MP shall receive
                  promotional placements in other appropriate locations on the
                  AOL Service as MP and AOL may mutually agree. Notwithstanding
                  the foregoing, AOL reserves the right to redesign and/or
                  modify the organization, structure, "look and feel",
                  navigation and other elements of Rewards Program promotional
                  areas on the AOL Service. If AOL redesigns or modifies any
                  such elements of the Rewards Program in a manner that
                  substantially modifies the nature of the promotion a material
                  adverse fashion, AOL will work with MP in good faith to
                  provide MP with comparable promotion.

         2.       OTHER AOL PROMOTIONS. AOL shall, from time to time during the
                  Term, promote the MP Rewards Offers through the following
                  communication channels available to AOL at AOL's sole
                  discretion: (a) Rewards Program subscriber statements,
                  including e-mail statements; (b) Award confirmation e-mails;
                  and (c) Newsletters and promotions sent to AOL Members with an
                  Rewards Points balance.




                                     A-1-1
<PAGE>

                                    EXHIBIT B

                                   DEFINITIONS

The following definitions will apply to this Agreement:

AAA.  As defined in Section 6.2.

ADDITIONAL MP CHANNEL. Any other electronic, interactive distribution channel
(e.g., an Interactive Service other than AOL) through which MP makes
available an offering comparable in nature to the Affiliated MP Site.

AFFILIATED MP SITE. The specific customized area or web site to be promoted
and distributed by AOL hereunder that is accessed by and accessible to AOL
Users through the AOL Network, through which MP will market the MP Products
in accordance with the terms of this Agreement.

AGGREGATOR. An entity that sells or promotes multiple lines of products
and/or services and is not primarily a provider of energy services (i.e., is
primarily engaged in activities other than the promotion and sale of Energy
Products).

AOL EXCLUSIVE OFFERS.  As defined in Section 2.6.

AOL INTERACTIVE SITE. Any Interactive Site that is managed, maintained, owned
or controlled by AOL or its affiliates.

AOL LOOK AND FEEL. The elements of graphics, design, organization,
presentation, layout, user interface, navigation and stylistic convention
(including the digital implementations thereof) which are generally
associated with Interactive Sites within the AOL Service, CompuServe or
Digital City.

AOL MEMBER. Any authorized user of any of the Exclusive Services, including
any sub-accounts using an Exclusive Service under an authorized master
account.

AOL NETWORK. (i) The AOL Service, (ii) CompuServe, (iii) Digital City, and
(iv) any other product or service owned, operated, distributed or authorized
to be distributed by or through AOL or its affiliates worldwide (and
including those properties excluded from the definitions of the AOL Service,
CompuServe or Digital City).

AOL PURCHASER. Any person or entity who enters the Affiliated MP Site from
the AOL Network, including, without limitation, from any third party area
therein (to the extent entry from such third party area is traceable through
both Parties' commercially reasonable efforts), and either (A) agrees to
receive any MP Energy Product and remains a customer of MP's Energy Products
for three billing cycles, or (B) purchases non-Energy Products in an amount
representing at least $300 in the aggregate. AOL Purchasers are counted only
once per household; subsequent or additional purchases by a person or entity
are not counted as additional AOL Purchasers (except to the extent that
additional purchases are required to achieve the aforementioned threshold of
$300 per month). A move to a new residence or location shall not be counted
as an additional AOL Purchaser if the person or entity transfers an existing
service from its old residence or location to its new residence or location.

AOL SERVICE. The standard narrow-band U.S. version of the America Online-R-
brand service, specifically excluding (a) AOL.com, Netcenter or any other AOL
Interactive Site, (b) the international versions of an America Online-R-
brand service (E.G., AOL Japan), (c) the CompuServe-R- brand service and any
other CompuServe products or services, (d) "Driveway," "ICQ-TM-," "AOL
Search-TM-," "AOL Instant Messenger-TM-," "Digital City," "NetMail-TM-,"
"Electra", "Thrive", "Real Fans", "Love@AOL", "Entertainment Asylum," "AOL
Hometown," "My News," "My Calendar," "You've Got Pictures," or any similar
independent product, service or property which may be offered by, through or
with the U.S. version of the America Online-R- brand service, (e) any
programming or Content area offered by or through the U.S. version of the
America Online-R- brand service over which AOL does not exercise complete
operational control (including, without

                                      B-1
<PAGE>

limitation, Content areas controlled by other parties and member-created
Content areas), (f) any yellow pages, white pages, classifieds or other
search, directory or review services or Content offered by or through the
U.S. version of the America Online-R- brand service, (g) any property,
feature, product or service which AOL or its affiliates may acquire
subsequent to the Effective Date that is maintained as a separate service and
is not made part of the standard, narrow-band U.S. version of the AOL brand
service, and (h) any other version of an America Online service which is
materially different from the standard narrow-band U.S. version of the
America Online brand service, by virtue of its branding, distribution,
functionality, Content or services, including, without limitation, any
co-branded version of the service or any version distributed through any
broadband distribution platform or though any platform or device other than a
desktop personal computer. In the case of a service described in clause (h),
the mere delivery method technology, in and of itself, will in no way cause
such site or service to be excluded from the definition of the applicable
site or service such that, delivery of the site or service to a personal
computer via cable modem, high speed telephone connection (e.g. DSL or ISDN)
or satellite does not, alone thereby cause such site or service to be
excluded from the definition of the applicable site or service, provided
however if such resulting site or service is otherwise materially different
from the primary, narrow band U.S. version of that site or service,
including, without limitation, any third party co-branded version of the site
or service or any version distributed through any broadband distribution
platform or through any platform or device other than a desktop personal
computer, then any such distinctions shall suffice to exclude such site or
service from the applicable definition of the applicable site or service.
Notwithstanding anything to the contrary in the foregoing, AOL's integrated
bill payment product shall be deemed to be part of the AOL Service.

AOL SERVICE MEMBER.  As defined in Section 1.5.1.

AOL USER. Any user of the AOL Service, CompuServe, Digital City, or the AOL
Network.

APPLIANCE.  As defined in Exhibit D.

ARBITRATION COSTS.  As defined in Section 6.7.

ATTORNEY'S FEES.  As defined in Section 6.7.

BLACKOUT PERIOD. As defined in Section 3.3.2.

BUNDLED SERVICES.  As defined in Exhibit D.

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

COLLAR.  As defined in Exhibit A.

COMPLEX PROCEDURES.  As defined in Section 6.2.

COMPUSERVE. The standard, narrow-band U.S. version of the CompuServe brand
service, specifically excluding (a) any international versions of such
service, (b) any web-based service including "compuserve.com", "cserve.com"
and "cs.com", or any similar product or service offered by or through the
U.S. version of the CompuServe brand service, (c) Content areas owned,
maintained or controlled by CompuServe affiliates or any similar
"sub-service," (d) any programming or Content area offered by or through the
U.S. version of the CompuServe brand service over which CompuServe does not
exercise complete or substantially complete operational control (including
without limitation, Content areas

                                      B-2
<PAGE>

controlled by other parties and member-created Content areas), (e) any yellow
pages, white pages, classifieds or other search, directory or review services
or Content and (f) any co-branded or private label branded version of the
U.S. version of the CompuServe brand service, (g) any version of the U.S.
version of the CompuServe brand service which offers Content, distribution,
services and/or functionality materially different from the Content,
distribution, services and/or functionality associated with the standard,
narrow-band U.S. version of the CompuServe brand service, including, without
limitation, any version of such service distributed through any platform or
device other than a desktop personal computer, and (h) any property, feature,
product or service which CompuServe or its affiliates may acquire subsequent
to the Effective Date that is maintained as a separate service and is not
made part of, or offered in, the standard, narrow-band U.S. version of the
CompuServe brand service. In the case of a service described in clause (h),
the mere delivery method technology, in and of itself, will in no way cause
such site or service to be excluded from the definition of the applicable
site or service such that, delivery of the site or service to a personal
computer via cable modem, high speed telephone connection (e.g. DSL or ISDN)
or satellite does not, alone thereby cause such site or service to be
excluded from the definition of the applicable site or service.
Notwithstanding anything to the contrary in the foregoing, AOL's integrated
bill payment product shall be deemed to be part of CompuServe.

CONFIDENTIAL INFORMATION. Any information relating to or disclosed in the
course of the Agreement, which is or should be reasonably understood to be
confidential or proprietary to the disclosing Party, including, but not
limited to, (i) the material terms of this Agreement, (ii) information about
AOL Members, AOL Users and AOL Purchasers, (iii) information about MP's
customers, sales, marketing plans or businesses, (iv) technical processes and
formulas, source codes and product designs, and (v) sales, cost and other
unpublished financial information, product and business plans, projections,
and marketing data of either Party. "Confidential Information" will not
include information (a) already lawfully known to or independently developed
by the receiving Party, (b) disclosed in published materials, (c) generally
known to the public, (d) lawfully obtained from any third party, or (e) is
independently developed by a Party without reference to any disclosed
information.

CONTENT. Text, images, video, audio (including, without limitation, music
used in synchronism or timed relation with visual displays) and other data,
products, services advertisements, promotions, URLs, links, pointers,
technology and software, including any modifications, upgrades, updates,
enhancements and related documentation.

CONTINUED LINK.  As defined in Section 5.3.

DEMAND.  As defined in Section 6.2.

DEREGULATED ENERGY PRODUCT. Either electricity or natural gas, as the case
may be, that can be sold in a Deregulated Market.

DEREGULATED MARKET. With respect to either natural gas or electricity, any
market in the United States in which legislation is enacted which will permit
an entity other than the regulated utility or distribution company to sell
natural gas or electricity on and after the Market Open Date.

DIGITAL CITY. The standard, narrow-band U.S. version of Digital City's local
content offerings marketed under the Digital City-R- brand name, specifically
excluding (a) the AOL Service, or any other AOL Interactive Site, (b) any
international versions of such local content offerings, (c) the CompuServe-R-
brand service and any other CompuServe products or services (d) "Driveway,"
"ICQ-TM-," "AOL Search-TM-," "AOL Instant Messenger-TM-," "Digital City,"
"NetMail-TM-," "Electra", "Thrive", "Real Fans", "Love@AOL", "Entertainment
Asylum," "AOL Hometown," "My News," "My Calendar," "You've Got Pictures," or
any similar independent product, service or property which may be offered by,
through or with the standard narrow band version of Digital City's local
content offerings, (e) any programming or Content area offered by or through
such local content offerings over which AOL does not exercise complete
operational control (including, without limitation, Content areas controlled
by other parties and member-created Content areas), (f) any yellow pages,
white pages, classifieds or other search, directory or review services or

                                      B-3
<PAGE>

Content offered by or through such local content offerings, (g) any property,
feature, product or service which AOL or its affiliates may acquire
subsequent to the Effective Date that is maintained as a separate service and
is not made part of the standard, narrow-band U.S. version of the Digital
City brand service, (h) any other version of a Digital City local content
offering which is materially different from the narrow-band U.S. version of
Digital City's local content offerings marketed under the Digital City-R-
brand name, by virtue of its branding, distribution, functionality, Content
or services, and (i) Digital City-branded offerings in any local area where
such offerings are not owned or operationally controlled by America Online,
Inc. or DCI (e.g., Chicago, Orlando, South Florida, and Hampton Roads). In
the case of a service described in clause (h), the mere delivery method
technology, in and of itself, will in no way cause such site or service to be
excluded from the definition of the applicable site or service such that,
delivery of the site or service to a personal computer via cable modem, high
speed telephone connection (e.g. DSL or ISDN) or satellite does not, alone
thereby cause such site or service to be excluded from the definition of the
applicable site or service.

ENERGY PRODUCT.  As defined in Exhibit D.

ENERGY RELATED PRODUCT.  As defined in Exhibit D.

EXCLUSIVE MP PRODUCTS.  Energy Products and Energy Related Products.

EXCLUSIVE SERVICES. AOL Service, Digital City, and CompuServe, and any other
services that become an Exclusive Service pursuant to Section 3.5.

FINAL SHORTFALL.  As defined in Section 1.2.4.

IMPRESSION. User exposure to the applicable Promotion, as such exposure may
be reasonably determined and measured by AOL in accordance with its standard
methodologies and protocols.

IMPRESSIONS COMMITMENT  As defined in Section 1.2.

INFORMATION SERVICES.  As defined in Exhibit D.

INTERACTIVE SERVICE. An entity offering one or more of the following: (i)
online or Internet connectivity services (e.g., an Internet service
provider); (ii) an interactive site or service featuring a broad selection of
aggregated third party interactive content (or navigation thereto) (e.g., an
online service or search and directory service) and/or marketing a broad
selection of products and/or services across numerous interactive commerce
categories (e.g., an online mall or other leading online commerce site); and
(iii) communications software capable of serving as the principal means
through which a user creates, sends and receives electronic mail or real time
online messages.

INTERACTIVE SITE. Any interactive site or area, including, by way of example
and without limitation, (i) an MP site on the World Wide Web portion of the
Internet, or (ii) a channel or area delivered through a "push" product such
as the Pointcast Network or interactive environment such as Microsoft's
Active Desktop.

KEYWORD SEARCH TERMS. (a) The Keyword-TM- online search terms made available
on the AOL Service, combining AOL's Keyword-TM- online search modifier with a
term or phrase specifically related to MP (and determined in accordance with
the terms of this Agreement), and (b) the Go Word online search terms made
available on CompuServe, combining CompuServe's Go Word online search
modifier with a term or phrase specifically related to MP and determined in
accordance with the terms of this Agreement).

LICENSED CONTENT. All Content offered through the Affiliated MP Site pursuant
to this Agreement or otherwise provided by MP or its agents in connection
herewith (e.g., offline or online promotional Content, Promotions, AOL
"slideshows", etc.), including in each case, any modifications, upgrades,
updates, enhancements, and related documentation.

                                      B-4
<PAGE>


LOOK SEE DATE.  As defined in Section 3.6.

MARKET OPEN DATE. With respect to a Deregulated Market, the first date on which
MP is legally able to deliver the Deregulated Energy Product in such Deregulated
Market.

MIGRATE. To move from either the AOL Service or CompuServe to another paid
service on the AOL Network (other than the AOL Service or CompuServe), and in
connection with such move to terminate membership in the service from which such
move was made.

MOVING SERVICES.  As defined in Exhibit D.

MP COMPETITOR. As of the Effective Date, an "MP Competitor" shall be any of the
entities listed in Exhibit H attached hereto. From time to time, and subject to
the prior approval of AOL, which approval shall not be unreasonably withheld or
delayed, MP may add entities as additional MP Competitors if they satisfy either
of the following criteria: (i) such entity derives more than 10% of its total
gross revenue from Energy Products, as measured over the four quarters preceding
such measurement, or (ii) such entity has acquired more than 400,000 customers
who have purchased Energy Products in the preceding twelve (12) months.
Additionally, in the event that MP believes that an entity should be an MP
Competitor, but such entity does not satisfy the requirements of (i) or (ii)
above, MP shall have the right to request that such entity be deemed an MP
Competitor; provided that prior to requesting that such entity be deemed an MP
Competitor hereunder, MP shall first demonstrate to AOL's reasonable
satisfaction that such entity (a) poses a significant and substantial
competitive threat to MP's core business, (b) if not treated as an MP
Competitor, a relationship between AOL and such entity would have a materially
adverse impact on MP's ability to generate significant amounts of AOL Purchasers
hereunder, and (c) treating such entity as an MP Competitor hereunder will have
a direct and measurable impact on preventing or changing the occurrence of the
events outlined in subparagraphs (a) and (b) above. Such entity shall not be
added to Exhibit H as an MP Competitor unless AOL agrees in writing.

MP INTERACTIVE SITE. Any Interactive Site (other than the Affiliated MP Site)
which is managed, maintained, owned or controlled by MP or its agents.

MP PRODUCTS. Energy Products, Energy Related Products and Other Related
Products.

OTHER RELATED PRODUCTS.  Defined in Exhibit D.

PRESS RELEASE.  As defined in Section 5.1.

PRIVATE PLACEMENT. The sale of equity of MP for at least $60 million in one or
more transactions.

PROMO CONTENT.  As defined in Section 1.3.1.

PROMOTIONS. The promotions described on Exhibit A, any comparable promotions
delivered by AOL in accordance with Section 1.1, and any additional promotions
of the Affiliated MP Site provided by AOL (including, without limitation,
additional Keyword Search Terms and other navigational tools).

REFUND RATE.  $*** per Impression.

REGULATED MARKET. With respect to either electricity or natural gas, any market
that is not a Deregulated Market.

SALES REPORTS.  As defined in Section 4.6.2.

SHORTFALL.  As defined in Section 1.2.2.

SITE LAUNCH DATE.  As defined in paragraph 3 of Exhibit A.

                                     B-5
<PAGE>

SUBSCRIPTION AGREEMENT. The Subscription Agreement attached hereto as Exhibit I.

TARGETED SERVICE. A paid subscription service on the AOL Network other than AOL
Service, or CompuServe.

TRANSACTION TAXES. Any sales or use tax, excise tax, or any other tax or fee
imposed on a per-transaction basis.

TERM.  As defined in Section 5.1.1.





                                     B-6
<PAGE>


                                    EXHIBIT C

                                CROSS PROMOTIONS

1.       ONLINE PROMOTIONS. Subject to the terms of this Section 1 of Exhibit C,
with respect to any MP Interactive Site (other than any MP Interactive Site
which MP has created or is managing in conjunction with or on behalf of an
Interactive Service), in the event that MP promotes or provides a placement for
any Interactive Service other than AOL on any MP Interactive Site, MP agrees to
promote the AOL Network in a manner which is of equal prominence to the manner
in which MP promotes such other Interactive Service. The determination of "equal
prominence" will be made mutually by the Parties twice per year (as agreed upon
by the Parties), will be measured in the aggregate (i.e., MP's promotion of the
AOL Network will be compared with MP's promotion of such other Interactive
Service over a six-month review period), and will be based on the level and
number of promotions, not on the ultimate effectiveness of the promotions
("Equal Prominence"). If after any six-month review period it is determined that
MP has failed to meet its commitment to promote the AOL Network as required
under this Section 1 of Exhibit C, then MP will have 30 days to develop a plan
to cure such failure (subject to AOL's agreement that such plan will cure such
failure) and 90 days to implement such plan. Additionally, MP hereby enters into
AOL's affiliate program for new member acquisitions as outlined at
http://affiliate.aol.com/affiliate and in accordance with the terms and
conditions attached hereto as Exhibit C-1.

2.       OFF-LINE PROMOTIONS. Subject to the terms of this Exhibit C, MP agrees
to promote AOL, the AOL Keyword Search Term (or any equivalent navigational tool
on any of the Exclusive Services) or the Affiliated MP Site with Equal
Prominence to the promotion of any other MP Interactive Sites in MP's
television, radio, print and "out of home" (e.g., buses and billboards)
advertisements over which MP has substantial editorial control, and shall
advertise the availability of the Affiliated MP Site through the AOL Network in
such media (by way of site name, related company name, URL or otherwise). If
after any six-month review period it is determined that MP has failed to meet
its commitment to promote the Affiliated MP Site as required under this Section
2 of Exhibit C, then MP will have 30 days to develop a plan to cure such failure
(subject to AOL's agreement that such plan will cure such failure) and 90 days
to implement such plan.

3.       OTHER COOPERATION. AOL and MP shall cooperate to develop and implement
direct mailings or other promotions directly to the AOL Members (or segments of
AOL Members), provided that MP pays the costs of such promotions and AOL
controls the mailings and is not required to divulge to MP any information
relating to the AOL Members. AOL and MP shall also cooperate in exploring other
cross-promotional activities mutually beneficial to the Parties. In the event
the Parties pursue such cross-promotional activities, AOL shall offer to MP
commercially reasonable market rates, which in no event will exceed AOL's
then-current rate card.


                                     C-1
<PAGE>


                                   EXHIBIT C-1
                           AFFILIATE NETWORK AGREEMENT

                         AOL AFFILIATE NETWORK AGREEMENT
                             EFFECTIVE DATE: 11/1/99

READ THIS CAREFULLY BEFORE SUBMITTING THE APPLICATION (THE "APPLICATION") FOR
PARTICIPATION IN THE AOL AFFILIATE NETWORK PROGRAM (THE "PROGRAM"). This is a
binding agreement (the "AGREEMENT") between the individual submitting the
Application or the entity on whose behalf the Application is being submitted
("YOU" and "YOUR") and America Online, Inc. ("AOL"). By submitting the
Application, you hereby ACCEPT AND AGREE to all of the terms and conditions set
forth in this Agreement.

1.   APPLICATION PROCESS. By submitting the Application you are expressing your
desire to participate in the Program through which you may promote certain AOL
products and services and are compensated for the number of qualified
individuals that use such products and services as a direct result of your
promotion. As part of the Application you must submit the principal address of
your web site (the "WEBSITE") upon which you desire to place the AOL Promos (as
defined in Section 2). You represent and warrant that: (i) the information
submitted in the Application is truthful and accurate; (ii) the person
submitting the Application is at least 18 years old; (iii) in the event you are
an entity, the person submitting the Application has the full right, power and
authority to enter into this Agreement on behalf of such entity; and (iv) the
execution of this Agreement by such person, and the performance by you of your
obligations and duties hereunder, do not and will not violate any agreement to
which you are a party or by which you are otherwise bound. You acknowledges that
AOL makes no representations, warranties or agreements related to the subject
matter hereof that are not expressly provided for in this Agreement. AOL will
evaluate the Application and will notify you of AOL's acceptance or rejection of
the Application in a timely manner. AOL may reject the Application if the
Website is deemed in AOL's sole discretion to be unsuitable for the Program.
Unsuitable web sites include, but are not limited to, those that:

     1.1 Contain sexually explicit or obscene materials, or materials that are
     otherwise deemed offensive;

     1.2 Advocate discrimination based on race, sex, religion, nationality,
     disability, sexual orientation, or age.

     1.3 Promote or engage in illegal activities;

     1.4 Violate intellectual property rights of third parties;

     1.5 Contain or promote deceptive information;

     1.6 Promote gambling; or

     1.7 Violate AOL's "PRIVACY POLICY" available at
     http://www.aol.com/info/privacy.html, as may be modified from time to time
     by AOL in its sole discretion.

2.   LINKING WITH, AND USE OF, AOL PROMOS. In the event your Application is
accepted by AOL, you may use (to the extent provided in Article 4 below) the
electronic graphic artwork and corresponding links to AOL products including the
special promotion identifier and all HTML thereto (the "AOL PROMOS") available
at http://AOL.reporting.net (the "REPORTING SITE") as necessary to participate
in the Program. AOL will provide the HTML for such links at the Reporting Site,
including a special promotion identifier that will make possible tracking and
reporting of all Qualified New Members (as defined in Section 5) acquired
through your Website. It is your responsibility to integrate the AOL Promos into
your Website properly in accordance with the instructions available at the
Reporting Site, and AOL shall not be liable to you with respect to your failure
properly to integrate the AOL Promos into your Website, including to the extent
such failure may result in any reductions of amounts that would otherwise be
paid to you under this Agreement. You agree not to modify any AOL Promos in any
way without the express written permission of AOL. You may only display the AOL
Promos on your Website, and if you have multiple web sites other than the
Website, you must submit an Application for each such web site to display the
AOL Promos on


                                     C-1-1
<PAGE>


such web site. Without limiting the foregoing, you shall not promote or
otherwise announce the availability of the AOL Promos on your Website
anywhere other than within your Website, including but not limited to using
the AOL Promos in e-mail and promoting or otherwise announcing the
availability of the AOL Promos on your Website through e-mail.

3.   YOUR WEBSITE. You are solely responsible for, and AOL hereby disclaims all
liability for, the development, operation and maintenance of, and all costs
associated with, your Website, any content thereon and any equipment therefor.
You hereby agree that your Website shall not, in any way, copy or resemble the
look and feel of, or create the impression that it is, part of the AOL Service
or any of AOL's or its affiliates' or subsidiaries' web sites. You agree that
your Website shall at all times during the Term of the Agreement comply with the
policies identified in Section 1.7, and shall not engage in any of the
activities listed in Sections 1.1 through 1.6.

4.   LIMITED LICENSE TO USE AOL PROMOS. AOL hereby grants to you a nonexclusive,
revocable license to display on your Website the AOL Promos solely as necessary
for, and for the purpose of, promoting the products and/or services associated
with the AOL Promos as set forth at the Reporting Site and identifying you as a
participant in the Program. To the extent, if any, that AOL Promos contain AOL's
trademarks, service marks or trade names, you shall not use such marks in a
manner that might be deemed to create a unitary composite mark. You agree not to
use the AOL Promos in a manner that is, or otherwise include materials on your
Website that are, disparaging of AOL. AOL reserves all proprietary rights in and
to the AOL Promos not expressly granted herein. You agree this license can be
revoked at any time for any or no reason upon notice by AOL to you (regardless
of termination of this Agreement) and you agree upon receipt of such notice
immediately to cease using all AOL Promos.

5.   PAYMENTS

     5.1  REFERRAL FEES. On a monthly basis, within thirty (30) days after the
     end of each calendar month, AOL shall pay you a "FEE" for each Qualified
     New Member who registered for a type of plan for the AOL Service set forth
     below directly from a link within the AOL Promos on your Website using the
     special promotion identifier and thereafter became a Qualified New Member
     in such month. "QUALIFIED NEW MEMBER" means any person or entity who
     registers for the AOL Service during the Term as a direct result of your
     promotion of the AOL Service by linking from one of the AOL Promos on your
     Website using your special promotional identifier and who pays the
     then-standard fees required for membership to the AOL Service through at
     least two (2) consecutive billing cycles (excluding any standard free trial
     period). The minimum Fee for the each of the following type(s) of plans for
     the AOL Service is as follows:

               SERVICE TYPE                           FEE/QUALIFIED NEW MEMBER
               Unlimited Usage AOL Service            US $15

     AOL may choose to offer you a higher Fee for a particular period of time or
     for particular types of AOL Service. AOL will either provide you notice of
     such higher Fee to the e-mail address in your Application or will post
     notice of such higher Fee on the Reporting Site. You acknowledge that AOL
     may offer a Fee to other participants in the Program that is higher than
     the Fee you receive. Nothing in the foregoing shall limit AOL's ability to
     lower the minimum Fee contained herein in accordance with Article 7.

     5.2  MONTHLY BONUS. In addition to the Fees above, within thirty (30) days
     after the end of each calendar month, AOL will pay you a bonus for each
     calendar month in which the number of Qualified New Members for which AOL
     paid a Fee to you pursuant to Section 5.1 for such month exceeds
     twenty-four. The amount of such bonus shall be as follows:

<TABLE>
<CAPTION>
               QUALIFIED NEW MEMBERS             TOTAL BONUS
               ---------------------             -----------
               <S>                               <C>
               25-50                             US $75
               51-99                             US $175
               100-249                           US $400
               -E 250                           US $1,125
</TABLE>


                                     C-1-2
<PAGE>


     5.3  ANNUAL BONUSES. In addition to the Fees above, within thirty (30) days
     after the end of the calendar year, AOL will pay you $20,000 for every
     5,000 Qualified New Members obtained through the AOL Promos on your Website
     using your special promotion identifier during such calendar year (e.g. AOL
     will pay you $40,000 if 14,999 Qualified New Members are acquired during a
     calendar year).

     5.4  LIABILITY FOR PAYMENT. AOL's sole obligation in regards to remitting
     payment to you for the payments described in Sections 5.1 through 5.3 shall
     be to mail such payment to the address submitted to AOL in the Application
     or in the event your address changes, to the address thereafter submitted
     at the Reporting Site. You are solely responsible for assuring your address
     of record is current and correct. In the event a payment sent to such
     address is returned to AOL for any reason other than an error in such
     address on the part of AOL, you shall be responsible for requesting that
     such payment is resent to you and for verifying the address to which such
     payment is to be sent. AOL shall not be liable for any payment to you if
     AOL deems that you have engaged in any fraudulent or criminal activity in
     connection with the Program.

6.   REPORTING. Through the Reporting Site AOL shall provide you with monthly
reports setting forth the number of impressions that your Website generated of
the AOL Promos, clickthroughs to an AOL web site that were generated from AOL
Promos on your Website, and Qualified New Members obtained by AOL through your
Website in the preceding month. AOL shall also provide monthly reports detailing
the monthly volume bonuses that are due to you. Also, on a calendar year basis,
AOL will provide a report detailing any annual bonus that is due to you. The
form, content and timing of the foregoing reports may vary from time to time in
AOL's sole discretion.

7.   MODIFICATION OF THIS AGREEMENT. AOL may modify any terms and conditions in
this Agreement, including any amounts payable as Fees and bonuses under Article
5, at any time in its sole discretion by posting a notice or a new Agreement on
the Reporting Site, but such new Agreement shall be effective no sooner than
five (5) days after such notice or new Agreement is posted on the Reporting
Site. YOUR SOLE REMEDY AND RECOURSE IN THE EVENT ANY SUCH MODIFICATION IS
UNACCEPTABLE TO YOU IS TO TERMINATE THIS AGREEMENT, PROVIDED THAT AOL SHALL PAY
TO YOU ALL AMOUNTS DUE TO YOU PRIOR TO YOUR TERMINATION IN ACCORDANCE WITH
SECTION 11.1. Notwithstanding the five (5) day notice period for termination
provided in Article 9, such termination by you in the event of a modification
shall be effective immediately upon receipt by AOL of notice thereof. Your
continued participation in the Program after such five (5) day period has passed
shall constitute acceptance of the modifications.

8.   PRESS RELEASES; PUBLICITY. All press releases and other publicity regarding
the content of this AOL Affiliate Network Agreement shall be governed by Section
5.7 of the Interactive Marketing Agreement.

9.   TERM AND TERMINATION. This Agreement shall be effective on the date AOL
accepts the Application and shall continue until either party terminates this
Agreement as set forth herein (the "TERM"). Either party may terminate this
Agreement at any time for any or no reason upon five (5) days notice, (i) in the
case of termination by AOL, to you at either, at AOL's option, the e-mail
address contained in the Application or by posting such notice on the Reporting
Site, and (ii) in the case of termination by you, to AOL at the following email
address: AOLAffiliates@aol.com.

10.  LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION.

     10.1 LIABILITY. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE
     OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
     DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
     DAMAGES), ARISING IN CONNECTION WITH THIS AGREEMENT, EVEN IF EITHER PARTY
     HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY,
     "DISCLAIMED DAMAGES"); PROVIDED THAT YOU SHALL REMAIN LIABLE TO AOL TO THE
     EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT
     TO INDEMNIFICATION PURSUANT TO SECTION 10.3. IN NO EVENT SHALL THE


                                     C-1-3
<PAGE>


     LIABILITY OF AOL IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES NOT EXCLUDED
     IN THE IMMEDIATELY PRECEDING SENTENCE EXCEED THE AMOUNT PAID OR PAYABLE BY
     AOL TO YOU UNDER THIS AGREEMENT.

     10.2 NO ADDITIONAL WARRANTIES. YOUR WEBSITE (EXCEPT AS PROVIDED IN SECTION
     1.1), ALL OF AOL'S AND ITS AFFILIATE'S WEB SITES, THE AOL PROMOS, THE AOL
     SOFTWARE AND AOL SERVICE (COLLECTIVELY, "SUBJECT MATTER") ARE PROVIDED "AS
     IS" AND "AS AVAILABLE." EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
     NEITHER PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY,
     REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT
     MATTER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
     PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR
     COURSE OF PERFORMANCE.

     10.3 INDEMNIFICATION. You agree to defend, indemnify and hold harmless AOL,
     its subsidiaries and affiliates, and their respective officers, directors,
     agents, distributors, franchisees and employees (the "INDEMNIFIED PARTIES")
     against any loss, damage, expense, or cost, including reasonable attorneys
     fees (including allocated costs for in-house legal services) arising out of
     any claim, demand, action, suit, investigation, arbitration or other
     proceeding by a third party ("LIABILITIES") based on (i) your material
     breach of any covenant, duty, representation, or warranty of this
     Agreement, (ii) materials contained on your Website (including any
     allegation that such materials infringe a third party's proprietary
     rights), (iii) or otherwise related to your Website and the content
     thereon.

11.  MISCELLANEOUS.

     11.1 SURVIVAL. Article 10 and Section 11.2, 11.4 shall survive the
     expiration or termination of this Agreement. Additionally, to the extent
     this Agreement is not terminated as a result of fraud relating to the
     Program by you or otherwise as a result of your breach of this Agreement,
     AOL's obligation to pay Fees and other bonuses under Article 5 shall
     survive for so long as is necessary to account for Fees and other bonuses
     generated from Qualified New Members properly registered prior to the date
     of termination.

     11.2 APPLICABLE LAW; JURISDICTION; DISPUTE RESOLUTION. This Agreement will
     be interpreted, construed and enforced in all respects in accordance with
     the laws of the State of Delaware, except for its conflicts of laws
     principles. Any disputes occurring under this Agreement will be subject to
     the dispute resolution procedures set forth in Section 6 of the Interactive
     Marketing Agreement.

     11.3 SOLICITATION OF AOL MEMBERS. You will not send unsolicited, commercial
     e-mail (i.e., "spam") through or into AOL's products or services, absent a
     Prior Business Relationship. For purposes of this Agreement, a "PRIOR
     BUSINESS RELATIONSHIP" will mean that the AOL Member to whom commercial
     e-mail is being sent has voluntarily either (i) engaged in a transaction
     with you other than registering to receive the AOL Service through an AOL
     Promo provided on your Website or (ii) provided information to you through
     a contest, registration, or other communication, which included clear
     notice to the AOL Member that the information provided could result in
     commercial e-mail being sent to that AOL Member by you or its agents. Any
     commercial e-mail or other online communications to AOL Members that are
     otherwise permitted hereunder, shall (a) include a prominent and easy means
     to "opt-out" of receiving any future commercial communications from you,
     and (b) shall also be subject to AOL's then-standard restrictions on
     distribution of bulk e-mail (e.g., related to the time and manner in which
     such e-mail can be distributed through or into the AOL product or service
     in question).

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


                                     C-1-4
<PAGE>


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

     11.6 ASSIGNMENT. You shall not assign this Agreement or any right, interest
     or benefit under this Agreement without the prior written consent of AOL.

     11.7 INJUNCTIVE RELIEF; REMEDIES. You acknowledge a violation of this
     Agreement could cause irreparable harm to AOL for which monetary damages
     may be difficult to ascertain or an inadequate remedy. You therefore agree
     that AOL will have the right, in addition to its other rights and remedies,
     to seek and obtain injunctive relief for any violation of this Agreement.
     Except where otherwise specified, the rights and remedies granted to a
     party under this Agreement are cumulative and in addition to, and not in
     lieu of, any other rights or remedies which the party may possess at law or
     in equity.

     11.8   ACKNOWLEDGMENT. You acknowledge that you have read this Agreement
            and agreed to all the terms and conditions. You understand that AOL
            may at any time (directly or indirectly) solicit customer referrals
            on terms that may differ from those contained in this Agreement, and
            AOL and its affiliates and subsidiaries may operate web sites that
            compete with your Website.

     11.9   INTERPRETATION. In the event that any of the terms of this AOL
            Affiliate Network Agreement conflict, directly or indirectly, with,
            or create any ambiguities with respect to any of the terms of the
            Interactive Marketing Agreement, the terms of the Interactive
            Marketing Agreement shall control. This AOL Affiliate Network
            Agreement may be terminated pursuant to Article 9 hereof,
            independently of the Interactive Marketing Agreement.

12.  OTHER DEFINITIONS.

     12.1 "AOL User": as defined in the Interactive Marketing Agreement.

     12.2 "AOL Network": as defined in the Interactive Marketing Agreement.

     12.3 "AOL Service": as defined in the Interactive Marketing Agreement.

     12.4 "AOL Software" means the proprietary software used to connect to and
          use the U.S. version of the America Online(R) brand service.


                                     C-1-5
<PAGE>


                                    EXHIBIT D

                          MP PRODUCTS AND OTHER CONTENT

ENERGY PRODUCTS, Electricity and natural gas for residential customers, and for
small commercial customers who purchase less than $5,000,000 per year in
electricity and natural gas1, whether sold individually or as part of a service
that incorporates other products and services. In addition to standard
electricity and natural gas provided over the existing delivery infrastructure
(pipes and wires), Energy Products are, as of the Effective Date, any of the
following:

       a)     Electricity, and natural gas that are promoted as being from
              environmentally sound or renewable resources;

       b)     electricity and natural gas that are sold as a part of a financing
              package such as a home mortgage or prepaid energy;

       c)     offers that may involve delivery of electricity or natural gas
              over a delivery infrastructure other than the existing delivery
              infrastructure (e.g., sales of electricity from microturbines,
              fuel cells, solar panels, etc.);

       d)     equipment that produces electricity or natural gas such as
              microturbines, fuel cells, and solar panels; and

       e)     propane, butane, aerosol, heating oil and kerosene.

       MP may periodically add additional products and services in the above
       list with prior approval of AOL, which shall not be unreasonably withheld
       or delayed.

ENERGY RELATED PRODUCTS. Products and services that are directly related to the
consumption or use of electricity and/or natural gas; specifically as of the
Effective Date, Energy Related Products are any of the following:

       a)     services that review energy consumption in the home and/or make
              advice regarding efficiency improvements (e.g., energy audits);

       b)     energy efficient improvements designed to reduce the consumption
              of electricity or natural gas in the home such as the installation
              of insulation, tune ups of heating venting and air conditioning
              (HVAC) systems, the installation of energy efficient window
              systems or solar heating systems;

       c)     maintenance contracts for the equipment and appliances in the home
              that consume significant amounts of energy (e.g., HVAC systems,
              water heaters, refrigerators, washers and dryers, etc.);

       d)     equipment associated with the delivery of electricity and natural
              gas (e.g., a surge protection for the home);

       e)     equipment related to the measurement and control of energy into
              the home or to any appliances within the home (e.g., a real time
              electricity meter); and

       f)     financing arrangements related to the sale of products and
              services in a) through e) above.

       MP may periodically add additional products and services in the above
       list with prior approval of AOL, which shall not be unreasonably withheld
       or delayed.

OTHER RELATED PRODUCTS. Products and services (i) that are indirectly related to
the consumption or use of electricity and/or natural gas and (ii) that are a
natural adjunct to Energy Products and Energy Related Products that are offered
by MP; specifically as of the Effective Date, Other Related Products are any of
the following:

--------------------
(1)  AOL acknowledges that MP's current charter has limits on the size of
     small commercial customers to whom MP may sell electricity or natural gas.


                                     D-1
<PAGE>


       a)     the sale of appliances that use relatively large amounts of energy
              ("Appliances"), e.g., HVAC systems, air conditioners, heaters,
              washer, dryers, refrigerators, freezers, water heaters,
              dishwashers, ranges, ovens, stoves, microwave ovens, Jacuzzi, pool
              heating equipment;

       b)     information services provided over the platform of a real time two
              way wireless meter such as back up home security, provided that
              these are limited to those information services not in competition
              with information services offered under an AOL brand name
              ("Information Services"); and

       c)     a service in which MP communicates to other providers (telecom,
              cable, newspapers) that a MP customer is moving and would like to
              turn (on/off) service in the household they are moving (to/from)
              ("Moving Services").

       MP may periodically add additional products and services in the above
       list with prior approval of AOL, which shall not be unreasonably withheld
       or delayed.

BUNDLED PRODUCTS. MP may bundle any of the MP Products with other MP Products
(i.e., the Energy Products, the Energy Related Products and the Other Related
Products) for sale or promotion. If MP wants to bundle any other products or
services with any of the MP Products, it may do so only with the prior approval
of AOL, and that in that context AOL may require additional compensation (e.g.,
revenue share) for such additional products.


                                     D-2
<PAGE>

                                    EXHIBIT E

                                   OPERATIONS

1.     GENERAL. The Affiliated MP Site (including the Products and other Content
       contained therein) will be in the top five (5) in the energy industry
       nationally, as determined by three recognized experts in the energy
       industry agreed upon by the parties, based upon ease of use, customer
       service and overall user experience.

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

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

4.     USER INTERFACE. MP will use commercially reasonable  efforts to maintain
       a graphical user interface within the Affiliated  MP Site that is
       competitive in all material respects with interfaces  of other similar
       sites based on similar technology. AOL, at its own  expense, may conduct
       focus group testing of the graphical user interface to assess MP's
       compliance herewith.

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

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

7.     TELECOMMUNICATIONS. MP will utilize encryption methodology to secure data
       communications between the Parties' data centers. The network between the
       Parties will be configured such that no single component failure will
       significantly impact AOL Users.

8.     SECURITY. MP will utilize Internet standard encryption technologies
       (e.g., Secure Socket Layer - SSL) to provide a secure environment for
       conducting transactions and/or transferring private member information
       (e.g. credit card numbers, banking/financial information, and member
       address information) to and from the Affiliated MP Site. MP will
       facilitate one initial and subsequent periodic reviews, up to two times
       per year, of the Affiliated MP Site by AOL in order to evaluate the
       security


                                     E-1
<PAGE>


       risks of such site. MP will promptly remedy any security risks or
       breaches of security as reasonably identified by AOL's Operation Security
       Team.

9.     TECHNICAL PERFORMANCE.

       i.     MP will design the Affiliated MP Site to support the AOL-client
              embedded versions of the Microsoft Internet Explorer 3.XX and 4.XX
              browsers (Windows and Macintosh) and the Netscape Browser 4.XX and
              use commercially reasonable efforts to support all other AOL
              browsers listed at: "http://webmaster.info.aol.com."

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

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

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

       v.     Prior to releasing material new functionality or features through
              the Affiliated MP Site ("New Functionality"), MP will use
              commercially reasonable efforts to (i) test the New Functionality
              to confirm its compatibility with AOL Service client software, and
              (ii) provide AOL with written notice of the New Functionality so
              that AOL can perform tests of the New Functionality to confirm its
              compatibility with the AOL Service client software.

       vi.    Prior to a general release of a major new version of AOL Service
              client software or adding material new functionality or features
              to the AOL Service client software (collectively "New Client
              Software") that will materially affect the Affiliated MP Site, AOL
              will use commercially reasonable efforts to provide MP with
              written notice of the new functionality and features of the New
              Client Software and provide MP with access to any recommended
              changes and copies of the New Client Software, to the extent that
              such recommendations or New Client Software is generally available
              to other AOL marketing partners.

       vii.   Should any New Functionality be released through the Affiliated MP
              Site without notification to AOL, AOL will not be responsible for
              any adverse member experience until such time that compatibility
              tests can be performed and the New Functionality qualified for the
              AOL Service.

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


                                     E-2
<PAGE>

                                                                  EXECUTION COPY

                                    EXHIBIT F

                   STANDARD ONLINE COMMERCE TERMS & CONDITIONS

1.     AOL NETWORK DISTRIBUTION. MP will not authorize or permit any third party
       to distribute or promote any MP Products or any MP Interactive Site
       through the AOL Network absent AOL's prior written approval which will
       not be unreasonably withheld or delayed. The Promotions and any other
       promotions or advertisements purchased from or provided by AOL will link
       only to the Affiliated MP Site, will be used by MP solely for its own
       benefit, and will not be resold, traded, exchanged, bartered, brokered or
       otherwise offered to any third party.

2.     PROVISION OF OTHER CONTENT. In the event that AOL notifies MP that (i) as
       reasonably determined by AOL, any Content within the Affiliated MP Site
       violates AOL's then-standard Terms of Service (as set forth on the
       America Online(R)brand service at Keyword term "TOS" and are not
       inconsistent with the terms of this Agreement), for any of the Exclusive
       Services or the terms of this Agreement or advertising standards
       generally applicable to all of AOL's advertising and commerce partners,
       or (ii) AOL reasonably objects to the inclusion of any Content within the
       Affiliated MP Site (other than any specific items of Content which may be
       expressly identified in this Agreement), then MP will take commercially
       reasonable steps to block access by AOL Users to such Content using MP's
       then-available technology. In the event that MP cannot, through its
       commercially reasonable efforts, block access by AOL Users to the Content
       in question, then MP will provide AOL prompt written notice of such fact.
       AOL may then, at its option, restrict access from the AOL Network to the
       Content in question using technology available to AOL. MP will cooperate
       with AOL's reasonable requests to the extent AOL elects to implement any
       such access restrictions.

3.     CONTESTS. MP will take all steps necessary to ensure that any contest,
       sweepstakes or similar promotion conducted or promoted through the
       Affiliated MP Site (a "Contest") complies with all applicable federal,
       state and local laws and regulations.

4.     NAVIGATION. Subject to the prior consent of MP, which consent will not be
       unreasonably withheld, AOL will be entitled to establish navigational
       icons, links and pointers connecting the Affiliated MP Site (or portions
       thereof) with other content areas on the AOL Network. Additionally, In
       cases where an AOL User performs a search for MP through any search or
       navigational tool or mechanism that is accessible or available through
       the AOL Network (e.g., Promotions, Keyword Search Terms, or any other
       promotions or navigational tools), AOL shall have the right to direct
       such AOL User to the Affiliated MP Site, or any other MP Interactive Site
       determined by AOL in its reasonable discretion.

5.     DISCLAIMERS. Upon AOL's request, MP agrees to include within the
       Affiliated MP Site a product disclaimer (the specific form and substance
       to be mutually agreed upon by the Parties) indicating that transactions
       are solely between MP and AOL Users purchasing Products from MP.

6.     AOL LOOK AND FEEL. MP acknowledges and agrees that AOL will own all
       right, title and interest in and to the AOL Look and Feel, including any
       elements of graphics, design, organization, presentation, layout, user
       interface, navigation and stylistic convention (including the digital
       implementations thereof) which are generally associated with online areas
       contained within the AOL Network. AOL Look and Feel specifically excludes
       MP's ownership rights in any MP trademarks or MP's copyrighted material
       within the Affiliated MP Site.

7.     MANAGEMENT OF THE AFFILIATED MP SITE. MP will manage, review, delete,
       edit, create, update and otherwise manage all Content available on or
       through the Affiliated MP Site, in a timely and professional manner and
       in accordance with the terms of this Agreement. MP will ensure that the
       Affiliated MP Site is current, accurate and well-organized at all times.
       MP represents and warrants to AOL that the MP Products and other Licensed
       Content : (i) will not infringe on or violate any copyright, trademark,
       U.S. patent or any other third party right, including without limitation,
       any music performance or other music-related rights; (ii) will not
       violate AOL's then applicable Terms of Service for the AOL Service and
       any other AOL property through which the Affiliated MP Site will be
       promoted or any other standard, written policy similar to TOS; and (iii)
       will not violate any applicable


                                     F-1
<PAGE>

                                                                  EXECUTION COPY


       law or regulation, including those relating to contests, sweepstakes
       or similar promotions. Additionally, MP represents and warrants to AOL
       that it owns or has a valid license to all rights to any Licensed
       Content used in AOL "slideshow" or other formats embodying elements
       such as graphics, animation and sound, without violating the rights of
       any other person or entity. MP also represents and warrants to AOL
       that a reasonable basis exists for all Product performance or
       comparison claims appearing through the Affiliated MP Site. MP shall
       not in any manner, including without limitation in any Promotion, the
       Licensed Content or the Materials state or imply that AOL recommends
       or endorses MP or MP's Products (e.g., statements that MP is an
       "official" or "preferred" provider of products or services for AOL),
       but MP may state that MP is an exclusive energy provider on any
       Exclusive Service. AOL will have no obligations with respect to the
       Products available on or through the Affiliated MP Site, including,
       but not limited to, any duty to review or monitor any such Products.

8.     DUTY TO INFORM. MP will promptly inform AOL of any information related to
       the Affiliated MP Site of which MP has actual knowledge which is
       reasonably likely to lead to a material claim, demand, or liability of or
       against AOL and/or its affiliates by any third party.

9.     CUSTOMER SERVICE. It is the sole responsibility of MP to provide customer
       service to persons or entities purchasing Products through the AOL
       Network ("Customers"). MP will bear full responsibility for all customer
       service, including without limitation, order processing, billing,
       fulfillment, shipment, collection and other customer service associated
       with any Products offered, sold or licensed through the Affiliated MP
       Site, and AOL will have no obligations whatsoever with respect thereto.
       MP will receive all emails from Customers via a computer available to
       MP's customer service staff and generally respond to such emails on a
       timely basis. MP will ensure that all orders of Products from the
       Affiliated MP Site are received, processed, fulfilled and delivered on a
       timely and professional basis. MP shall post on the Affiliated MP Site
       its money-back policy or other guarantee policy, if any, with regard to
       the MP Products and remain in compliance therewith throughout the term of
       this Agreement. MP will bear all responsibility for compliance with
       federal, state and local laws in the event that Products are out of stock
       or are no longer available at the time an order is received. MP will also
       comply with the requirements of any federal, state or local consumer
       protection or disclosure law. Payment for Products will be collected by
       MP directly from customers.

10.    PRODUCTION AND DEVELOPMENT WORK. In the event that MP requests AOL's
       production or development assistance in connection with (i) ongoing
       programming and maintenance related to the Affiliated MP Site, (ii) a
       redesign of or addition to the Affiliated MP Site, (iii) production to
       modify work performed by a third party provider or (iv) any other type of
       production or development work, MP will work with AOL to develop a
       detailed production plan for the requested production assistance (the
       "Production Plan"). Following receipt of the final Production Plan, AOL
       will notify MP of (i) AOL's availability to perform the requested
       production or development work, (ii) the proposed fee or fee structure
       for the requested production, development or maintenance work and (iii)
       the estimated development schedule for such work. To the extent the
       Parties reach agreement regarding implementation of the agreed-upon
       Production Plan, such agreement will be reflected in a separate work
       order signed by the Parties. To the extent MP elects to retain a third
       party provider to perform any such production or development work, work
       produced by such third party provider must generally conform to AOL's
       standards and practices (as provided on the America Online brand service
       at Keyword term "styleguide"). The specific production resources which
       AOL allocates to any production work to be performed on behalf of MP will
       be as determined by AOL in its sole discretion. With respect to any
       routine production, maintenance or related services which AOL reasonably
       determines are necessary for AOL to perform in order to support the
       proper functioning and integration of the Affiliated MP Site ("Routine
       Services"), or with respect to any development work requested by MP, MP
       will pay the then-standard fees charged by AOL for such Routine Services
       if approved in advance by MP.

11.    OVERHEAD ACCOUNTS. To the extent AOL has granted MP any overhead accounts
       on the AOL Service, MP will be responsible for the actions taken under or
       through its overhead accounts, which actions are subject to AOL's
       applicable Terms of Service and for any surcharges, including, without


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       limitation, all premium charges, transaction charges, and any applicable
       communication surcharges incurred by any overhead Account issued to MP,
       but MP will not be liable for charges incurred by any overhead account
       relating to AOL's standard monthly usage fees and standard hourly
       charges, which charges AOL will bear. Upon the termination of this
       Agreement, all overhead accounts, related screen names and any associated
       usage credits or similar rights, will automatically terminate. AOL will
       have no liability for loss of any data or content related to the proper
       termination of any overhead account.

12.    NAVIGATION TOOLS. Any Keyword Search Terms to be directed to the
       Affiliated MP Site shall be (i) subject to availability for use by MP
       and (ii) limited to the combination of the Keyword-TM- search modifier
       combined with a registered or applied for trademark of MP (e.g. "AOL
       keyword: XYZ Company Name"). AOL reserves the right to revoke at any
       time MP's use of any Keyword Search Terms which do not incorporate
       registered trademarks of MP. MP acknowledges that its utilization of a
       Keyword Search Term will not create in it, nor will it represent it
       has, any right, title or interest in or to such Keyword Search Term,
       other than the right, title and interest MP holds in MP's registered
       or applied for trademarks independent of the Keyword Search Term.
       Without limiting the generality of the foregoing, MP will not: (a)
       attempt to register or otherwise obtain trademark or copyright
       protection in the Keyword Search Term that includes an AOL registered
       trademark; or (b) use the Keyword Search Term except for the purposes
       expressly required or permitted under this Agreement. To the extent
       AOL allows AOL Users to bookmark the URL or other locator for the
       Affiliated MP Site on the AOL Service, such bookmarks will be subject
       to AOL's control at all times. Upon the termination of this Agreement,
       MP's rights to any Keyword Search Terms to be made available on the
       AOL Service will terminate.

13.    MERCHANT CERTIFICATION PROGRAM. MP will participate, in any generally
       applicable "Certified Merchant" program operated by AOL or its
       authorized agents or contractors. Such program may require merchant
       participants on an ongoing basis to meet certain reasonable, generally
       applicable standards relating to provision of electronic commerce
       through the AOL Network (including, as a minimum, use of 40-bit SSL
       encryption and if requested by AOL, 128-bit encryption) and may also
       require the payment of certain reasonable certification fees to the
       applicable entity operating the program. Each Certified Merchant in
       good standing will be entitled to place on its affiliated Interactive
       Site an AOL designed and approved button promoting the merchant's
       status as an AOL Certified Merchant.

14.    KEYWORD SEARCH TERMS. To the extent this Agreement sets forth any

       mechanism by which the Affiliated MP site will be promoted in connection
       with specified search terms within any AOL product or service, MP
       hereby represents and warrants that MP has all rights necessary for MP
       to use these terms. Notwithstanding the foregoing, AOL shall have the
       right to suspend the use of any search term if AOL has reason to
       believe that the continued use of such term may subject AOL to
       material liability or other consequences.


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                                    EXHIBIT G

                        STANDARD LEGAL TERMS & CONDITIONS

1.     PROMOTIONAL MATERIALS. Each Party will submit to the other Party, for its
       prior written approval, which will not be unreasonably withheld or
       delayed, any marketing, advertising, or other promotional materials,
       excluding Press Releases, related to the Affiliated MP Site and/or
       referencing the other Party and/or its trade names, trademarks, and
       service marks (the "Promotional Materials"); provided, however, that
       either Party's use of screen shots of the Affiliated MP Site for
       promotional purposes will not require the approval of the other Party so
       long as America Online(R)is clearly identified as the source of such
       screen shots; and provided further, however, that, following the initial
       public announcement of the business relationship between the Parties in
       accordance with the approval and other requirements contained herein,
       either Party's subsequent factual reference to the existence of a
       business relationship between the Parties in Promotional Materials, will
       not require the approval of the other Party. Each Party will solicit and
       reasonably consider the views of the other Party in designing and
       implementing such Promotional Materials. Once approved, the Promotional
       Materials may be used by a Party and its affiliates for the purpose of
       promoting the Affiliated MP Site and the content contained therein and
       reused for such purpose until such approval is withdrawn with reasonable
       prior notice. In the event such approval is withdrawn, existing
       inventories of Promotional Materials may be depleted. Notwithstanding the
       foregoing, either party may issue press releases and other disclosures in
       accordance with Section 5.7 of the Agreement.

2.     LICENSE. MP hereby grants AOL a non-exclusive worldwide license to
       market, license, distribute, reproduce, display, perform, transmit and
       promote the Licensed Content (or any portion thereof) through such areas
       or features of the AOL Network as AOL deems appropriate. MP acknowledges
       and agrees that the foregoing license permits AOL to distribute portions
       of the Licensed Content in synchronization or timed relation with visual
       displays prepared by MP or AOL (e.g., as part of an AOL "slideshow"). In
       addition, AOL Users will have the right to access and use the Affiliated
       MP Site.

3.     TRADEMARK LICENSE. In designing and implementing the Materials and
       subject to the other provisions contained herein, MP will be entitled to
       use the following trade names, trademarks, and service marks of AOL: the
       "America Online-R-" brand service, "AOL-TM-" service/software and AOL's
       triangle logo; CompuServe(R), Digital Cities and any other trade names,
       trademarks and service marks of AOL and its affiliates which AOL provides
       to MP for use in connection with this Agreement. AOL and its affiliates
       will be entitled to use the trade names, trademarks, and service marks of
       MP which MP provides to AOL for use in connection with this Agreement
       (collectively, together with the AOL marks listed above, the "Marks");
       provided that each Party: (i) does not create a unitary composite mark
       involving a Mark of the other Party without the prior written approval of
       such other Party; and (ii) displays symbols and notices clearly and
       sufficiently indicating the trademark status and ownership of the other
       Party's Marks in accordance with applicable trademark law and practice.

4.     OWNERSHIP OF TRADEMARKS. Each Party acknowledges the ownership right of
       the other Party in the Marks of the other Party and agrees that all use
       of the other Party's Marks will inure to the benefit, and be on behalf,
       of the other Party. Each Party acknowledges that its utilization of the
       other Party's Marks will not create in it, nor will it represent it has,
       any right, title, or interest in or to such Marks other than the licenses
       expressly granted herein. Each Party agrees not to do anything contesting
       or impairing the trademark rights of the other Party.

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

6.     INFRINGEMENT PROCEEDINGS. Each Party agrees to promptly notify the other
       Party of any unauthorized use of the other Party's Marks of which it has
       actual knowledge. Each Party will have the sole right


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       and discretion to bring proceedings alleging infringement of its Marks
       or unfair competition related thereto; provided, however, that each Party
       agrees to provide the other Party with its reasonable cooperation and
       assistance with respect to any such infringement proceedings.

7.     REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants to the
       other Party that: (i) such Party has the full corporate right, power and
       authority to enter into this Agreement and to perform the acts required
       of it hereunder; (ii) the execution of this Agreement by such Party, and
       the performance by such Party of its obligations and duties hereunder, do
       not and will not violate any agreement to which such Party is a party or
       by which it is otherwise bound; (iii) when executed and delivered by such
       Party, this Agreement will constitute the legal, valid and binding
       obligation of such Party, enforceable against such Party in accordance
       with its terms; and (iv) such Party acknowledges that the other Party
       makes no representations, warranties or agreements related to the subject
       matter hereof that are not expressly provided for in this Agreement. MP
       hereby represents and warrants that it will possess all material
       authorizations, approvals, consents, licenses, permits, certificates or
       other rights and permissions necessary to sell any Products sold by MP
       through the Affiliated MP Site prior to any such sale.

8.     CONFIDENTIALITY. Each Party acknowledges that Confidential Information
       may be disclosed to the other Party during the course of this Agreement.
       Each Party agrees that it will hold all Confidential Information of the
       other Party in the strictest confidence and will not disclose any such
       Confidential Information to any person other than its employees, agents,
       representatives, accountants or advisers who have a need to know or
       access to such Confidential Information, and then only to the extent
       necessary to perform such person's obligations to the Party holding such
       Confidential Information; provided that prior to any such disclosure such
       Party shall inform such employees, agents, representatives, accountants
       and/or advisers of the confidential nature of such information and the
       obligations hereunder; and provided further that such the Party shall be
       and remain liable for any breaches of this Section 8 by any of its
       employees, agents, representatives, accountants and/or advisers. The
       foregoing confidential obligations and undertakings shall continue from
       the effective date of this Agreement until three years following
       expiration or termination of this Agreement. Notwithstanding the
       foregoing, either Party may issue a press release or other disclosure
       containing Confidential Information without the consent of the other
       Party pursuant to Section 4.6.2 of the Agreement, or except to the extent
       such disclosure is required by law, rule, regulation or government or
       court order. In which later event, the disclosing Party will provide, if
       practicable, at least five (5) business days prior written notice of such
       proposed disclosure to the other Party. Further, in the event such
       disclosure is required of either Party under the laws, rules or
       regulations of the Securities and Exchange Commission or any other
       applicable governing body, such Party will (i) redact mutually
       agreed-upon portions of this Agreement to the fullest extent permitted
       under applicable laws, rules and regulations, and (ii) submit a request
       to such governing body that such portions and other provisions of this
       Agreement receive confidential treatment under the laws, rules and
       regulations of the Securities and Exchange Commission or otherwise be
       held in the strictest confidence to the fullest extent permitted under
       the laws, rules or regulations of any other applicable governing body.

9.     LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION.

       9.1    LIABILITY. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO
              THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL
              OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
              POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE
              AGREEMENT, THE SALE OF PRODUCTS, THE USE OR INABILITY TO USE THE
              AOL NETWORK, THE AOL SERVICE, AOL.COM OR THE AFFILIATED MP SITE,
              OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS,
              BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST
              BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT EACH
              PARTY WILL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY
              DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO
              INDEMNIFICATION PURSUANT TO SECTION 9.3. EXCEPT AS PROVIDED IN
              SECTION


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              9.3, (I) LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIMITED
              TO DIRECT DAMAGES, AND (II) THE MAXIMUM LIABILITY OF ONE PARTY
              TO THE OTHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH
              THIS AGREEMENT WILL NOT EXCEED $49,000,000; EXCEPT IN THE CASE
              OF A WILLFUL BREACH, IN WHICH CASE THE MAXIMUM LIABILITY OF ONE
              PARTY TO THE OTHER PARTY SHALL BE THE SUM OF (A) $49,000,000,
              (B) THE FAIR MARKET VALUE OF THE EQUITY EARNED BY AOL UNDER
              SECTION 4.2 AND HELD BY AOL ON THE DATE SUCH LIABILITY AROSE
              (WHERE SUCH FAIR MARKET VALUE IS BASED ON THE TRAILING 30 DAY
              AVERAGE OF THE CLOSING PRICE OF SUCH EQUITY IF MP'S SHARES ARE
              PUBLICLY TRADED, OR BASED ON AN APPRAISED VALUE OF SUCH SHARES
              IF NOT PUBLICLY TRADED AS DETERMINED BY AN INDEPENDENT
              APPRAISER MUTUALLY CHOSEN BY AOL AND MP, (C) THE VALUE OF
              CONSIDERATION RECEIVED BY AOL FOR ANY EQUITY EARNED BY AOL
              UNDER SECTION 4.2 AND SOLD BY AOL PRIOR TO THE DATE SUCH
              LIABILITY AROSE, AND (D) THE AMOUNT OF ANY OTHER CONSIDERATION
              RECEIVED BY AOL HEREUNDER; PROVIDED THAT EACH PARTY WILL REMAIN
              LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED
              TO THE OTHER PARTY PURSUANT TO THE AGREEMENT.

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

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

       9.4    CLAIMS. If a Party entitled to indemnification hereunder (the
              "Indemnified Party") becomes aware of any matter it believes is
              indemnifiable hereunder involving any claim, action, suit,
              investigation, arbitration or other proceeding against the
              Indemnified Party by any third party (each an "Action"), the
              Indemnified Party will give the other Party (the "Indemnifying
              Party") prompt written notice of such Action. Such notice will (i)
              provide the basis on which indemnification is being asserted and
              (ii) be accompanied by copies of all relevant pleadings, demands,
              and other papers related to the Action and in the possession of
              the Indemnified Party (other than privileged information). The
              Indemnifying Party will have a period of ten (10) days after
              delivery of such notice to respond. If the Indemnifying Party
              elects to defend the Action or does not respond within the
              requisite ten (10) day period, the Indemnifying Party will be
              obligated to defend the Action, at its own expense, and by counsel
              reasonably satisfactory to the Indemnified Party. The Indemnified
              Party will cooperate, at the expense of the Indemnifying Party,
              with the Indemnifying Party and its counsel in the defense and the
              Indemnified Party will have the right to participate fully, at its
              own expense, in the defense of such Action. If the Indemnifying
              Party responds within the required ten (10) day period and elects
              not to defend such Action, the Indemnified Party will be free,
              without prejudice to any of the Indemnified Party's rights
              hereunder, to compromise or defend (and control the defense of)
              such Action. In such case, the Indemnifying Party will cooperate,
              at its own expense, with the Indemnified Party and its counsel in
              the defense against such Action and the Indemnifying Party will
              have the right to participate fully, at its own expense, in the
              defense of such Action. Any compromise or settlement of an Action
              will require the prior written consent of both Parties hereunder,
              such consent not to be unreasonably withheld or delayed.


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       9.5    ACKNOWLEDGMENT. AOL and MP each acknowledges that the provisions
              of this Agreement were negotiated to reflect an informed,
              voluntary allocation between them of all risks (both known and
              unknown) associated with the transactions contemplated hereunder.
              The limitations and disclaimers related to warranties and
              liability contained in this Agreement are intended to limit the
              circumstances and extent of liability. The provisions of this
              Section 9 will be enforceable independent of and severable from
              any other enforceable or unenforceable provision of this
              Agreement.

10.    SOLICITATION OF AOL USERS. During the term of this Agreement and for a
       two (2) year period thereafter, MP will not directly use the AOL Network
       (including, without limitation, the e-mail network contained therein) to
       solicit AOL Users on behalf of another Interactive Service. More
       generally, MP will not send unsolicited, commercial e-mail (i.e., "spam")
       or other online communications through or into AOL's products or
       services, absent a Prior Business Relationship. For purposes of this
       Agreement, a "Prior Business Relationship" will mean that the AOL User to
       whom commercial e-mail or other online communication is being sent has
       voluntarily either (i) engaged in a transaction with MP or (ii) provided
       information to MP through a contest, registration, or other
       communication, which included clear notice to the AOL User that the
       information provided could result in commercial e-mail or other online
       communication being sent to that AOL User by MP or its agents. Any
       commercial e-mail or other online communications to AOL Users which are
       otherwise permitted hereunder, will (a) include a prominent and easy
       means to "opt-out" of receiving any future commercial communications from
       MP, and (b) shall also be subject to AOL's then-standard restrictions on
       distribution of bulk e-mail (e.g., related to the time and manner in
       which such e-mail can be distributed through or into the AOL product or
       service in question).

11.    AOL USER COMMUNICATIONS. To the extent that MP is permitted to
       communicate with AOL Users under Section 10 of this Exhibit G, in any
       such communications to AOL Users on or off the Affiliated MP Site
       (including, without limitation, e-mail solicitations), MP will not
       knowingly take actions with intent to cause AOL User to take the
       following actions: (i) using an Interactive Site other than the
       Affiliated MP Site for the purchase of Products, (ii) using Content other
       than the Licensed Content; (iii) bookmarking of Interactive Sites; or
       (iv) changing the default home page on the AOL browser. Additionally,
       with respect to such AOL User communications, in the event that MP
       encourages an AOL User to purchase products through such communications,
       MP shall ensure that (a) the AOL Network is promoted as the primary means
       through which the AOL User can access the Affiliated MP Site and (b) any
       link to the Affiliated MP Site will link to a page which indicates to the
       AOL User that such user is in a site which is affiliated with the AOL
       Network.

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

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

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

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14.    NOTICE. Any notice, approval, request, authorization, direction or other
       communication under this Agreement will be given in writing and will be
       deemed to have been delivered and given for all purposes (i) on the
       delivery date if delivered by electronic mail on the AOL Network (to
       screenname "AOLNotice@AOL.com" in the case of AOL) or by confirmed
       facsimile; (ii) on the delivery date if delivered personally to the Party
       to whom the same is directed; (iii) one business day after deposit with a
       commercial overnight carrier, with written verification of receipt; or
       (iv) five business days after the mailing date, whether or not actually
       received, if sent by U.S. mail, return receipt requested, postage and
       charges prepaid, or any other means of rapid mail delivery for which a
       receipt is available. In the case of AOL, such notice will be provided to
       both the Senior Vice President for Business Affairs (fax no.
       703-265-1206) and the Deputy General Counsel (fax no. 703-265-1105), each
       at the address of AOL set forth in the first paragraph of this Agreement.
       In the case of MP, except as otherwise specified herein, the notice
       address will be the address for MP set forth in the first paragraph of
       this Agreement, with the other relevant notice information, including the
       recipient for notice and, as applicable, such recipient's fax number or
       AOL e-mail address, to be as reasonably identified by AOL.

15.    LAUNCH DATES. In the event that any terms contained herein relate to or
       depend on the commercial launch date of the Affiliated MP Site
       contemplated by this Agreement (the "Launch Date"), then it is the
       intention of the Parties to record such Launch Date in a written
       instrument signed by both Parties promptly following such Launch Date;
       provided that, in the absence of such a written instrument, the Launch
       Date will be as reasonably determined by AOL based on the information
       available to AOL.

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

17.    RETURN OF CONFIDENTIAL INFORMATION. Upon the expiration or termination of
       this Agreement, each Party will, upon the written request of the other
       Party, return or destroy (at the option of the Party receiving the
       request) all Confidential Information specified the other Party.

18.    SURVIVAL. Sections 1.2.4, 1.5, 4.3, 4.4, 4.5, 4.6.2, 5.2.2, 5.3, 5.7, and
       6 of the body of the Agreement, Sections 8 through 28 of this Exhibit,
       and any payment obligations accrued prior to termination or expiration
       will survive the completion, expiration, termination or cancellation of
       this Agreement.

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

20.    AMENDMENT. No change, amendment or modification of any provision of this
       Agreement will be valid unless set forth in a written instrument signed
       by the Party subject to enforcement of such amendment, and in the case of
       AOL, by an executive of at least the same standing to the executive who
       signed the Agreement.

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

22.    ASSIGNMENT. Neither Party may assign this Agreement or any right,
       interest or benefit under this Agreement without the prior written
       consent of the other Party, which consent will not be unreasonably
       withheld or delayed; provided that either party may assign its interest
       in this Agreement to any purchaser or successor (by way of merger or
       consolidation) of substantially all of such party's business without the
       other party's approval, provided that, in the case of any such assignment
       by MP, MP shall be released from any obligations under the Agreement from
       and after the effective date of assignment only if such purchaser or
       successor has capitalization adequate to

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       satisfy MP's obligations hereunder, in AOL's reasonable judgment. Subject
       to the foregoing, this Agreement will be fully binding upon, inure to the
       benefit of and be enforceable by the Parties hereto and their respective
       successors and assigns.

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

24.    REMEDIES. Except where otherwise specified, the rights and remedies
       granted to a Party under this Agreement are cumulative and in addition
       to, and not in lieu of, any other rights or remedies which the Party may
       possess at law or in equity; provided that, in connection with any
       dispute hereunder, MP will be not entitled to offset any amounts that it
       claims to be due and payable from AOL against amounts otherwise payable
       by MP to AOL.

25.    APPLICABLE LAW. Except as otherwise expressly provided herein, this
       Agreement will be interpreted, construed and enforced in all respects in
       accordance with the laws of the State of Delaware, except for its
       conflicts of laws principles.

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

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

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











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                                    EXHIBIT H

                                 MP Competitors

<TABLE>
<CAPTION>

    ENTITY NAME                                                                     MARKETING AFFILIATE
  <S>                                                                               <C>
  1 Pacific Gas & Electric                                                          PG&E Energy Services
  2 Southern California Edison                                                         Edison Source
  3 Florida Power & Light                                                           FPL Energy Services
  4 Commonwealth Edison
  5 Consolidated Edison Co. - NY
  6 Texas Utilities Electric
  7 Detroit Edison
  8 Virginia Electric & Power
  9 Public Service Electric & Gas                                                        PSEG Energy
                                                                                        Technologies
 10 Georgia Power (Southern
    Company)
 11 Consumers Energy
 12 Niagara Mohawk Power
 13 Houston Lighting & Power                                                           Reliant Energy
 14 PECO Energy                                                                        Exelon Energy
 15 Duke Energy                                                                         Duke Energy
 16 Florida Power
 17 Alabama Power Company
 18 PP&L Inc.                                                                            PP&L Plus
 19 San Diego Gas & Electric
 20 Connecticut Light & Power
 21 Baltimore Gas & Electric
 22 Northern States Power
 23 Public Service Company of
    Colorado
 24 Union Electric
 25 Ohio Edison
 26 Jersey Central Power & Light
 27 Wisconsin Electric Power
 28 Massachusetts Electric
 29 Carolina Power & Light
 30 Puget Sound Energy
 31 NY State Electric & Gas
 32 Arizona Public Service Co.
 33 Cleveland Electric Illuminating
    Co.
 34 Portland General Electric
 35 PSI Energy Inc.
 36 Ohio Power
 37 West Penn Power                                                               Allegheny Energy
                                                                                        Supply
 38 Boston Edison
 39 Illinois Power
 40 Columbus Southern Power

                                       H-1

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                                                                EXECUTION COPY


 41 Cincinnati Gas & Electric
 42 Entergy Louisiana
 43 Central Power & Light
 44 Pacificorp
 45 Oklahoma Gas & Electric
 46 Entergy Arkansas Inc.
 47 Duquesne Light
 48 Pennsylvania Electric
 49 MidAmerican Energy
 50 Central Maine Power Co.
 51 Nevada Power
 52 Tampa Electric
 53 South Carolina Electric & Gas
 54 Dayton Power & Light
 55 Atlantic City Electric / Conectiv                                                 Conectiv Energy
 56 Potomac Electric Power
 57 Metropolitan Edison
 58 Public Service Company of OK
 59 Pacificorp
 60 Appalachian Power
 61 Duke Energy                                                                         Duke Energy
 62 Indiana Michigan Power
 63 Indianapolis Power & Light
 64 Northern Indiana Public Service
    Co.
 65 Kentucky Utilities
 66 Public Service Company of NH
 67 Appalachian Power
 68 Ameren CIPS
 69 Wisconsin Power & Light
 70 Wisconsin Public Service
 71 Entergy Mississippi
 72 Louisville Gas & Electric
 73 Public Service Company of NM
 74 Rochester Gas & Electric
 75 Gulf Power
 76 Western Resources Inc.
 77 Tucson Electric Power Company

 78 Nicor Gas Co.
 79 Consumers Energy Co.
 80 Atlanta Gas Light Co.                                                        Georgia Natural Gas
                                                                                 Services
 81 Columbia Gas of Ohio, Inc.                                                   Columbia Energy
                                                                                 Services
 82 Brooklyn Union Gas Co.
 83 Michigan Consolidated Gas Co.
 84 Western Resources, Inc.
 85 MidAmerican Energy Co.
 86 Baltimore Gas & Electric Co.

                                       H-2

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                                                                EXECUTION COPY


 87 Peoples Natural Gas
 88 Niagara Mohawk Power Corp.
 89 KeySpan Energy
 90 Columbia Gas of Pennsylvania,
    Inc.

 91 AES Power Direct
 92 Equitable Energy Ohio
 93 Essential.com
 94 FirstEnergy Trading Services,
    Inc.
 95 Greenmountain.com
 96 Shell Energy
 97 Utiliticorp Energy Solutions
 98 Utility.com
 99 TransCanada Pipeline
100 Commonwealth Energy
101 Metromedia Energy
</TABLE>










                                       H-3

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                                                                EXECUTION COPY


                                    EXHIBIT I

                             Subscription Agreement

                                (attached hereto)














                               Exhibit G - (Page 1)