<PAGE>

                              EMPLOYMENT AGREEMENT


THIS  AGREEMENT is entered into as of the 1st day of June,  1997, by and between
DAVID W. GARRISON (the  "Employee") and NETCOM ON-LINE  COMMUNICATION  SERVICES,
INC., a Delaware corporation (the "Corporation").




For ease of reference, this Agreement is divided into the following parts, which
begin on the pages indicated:


FIRSTPART:     TERM OF  EMPLOYMENT,  DUTIES AND SCOPE,  COMPENSATION  AND
               BENEFITS DURING EMPLOYMENT
               (Sections 1-5, beginning on page 2)

SECOND PART:   COMPENSATION AND BENEFITS IN CASE OF ACTUAL OR CONSTRUCTIVE
               TERMINATION NOT OCCURRING WITHIN SIX MONTHS AFTER A CHANGE IN
               CONTROL
               (Sections 6-8, beginning on page 5)

THIRD PART:    COMPENSATION AND BENEFITS IN CASE OF ACTUAL OR CONSTRUCTIVE
               TERMINATION OCCURRING WITHIN SIX MONTHS AFTER A CHANGE IN CONTROL
               (Sections 9-12, beginning on page 8)

FOURTH PART:   PARACHUTE PAYMENTS
               (Sections 13-14, beginning on page 10)

FIFTH PART:    TRADE SECRETS, SUCCESSORS, MISCELLANEOUS PROVISIONS,
               SIGNATURE PAGE
               (Sections 15-17, beginning on page 12)


<PAGE>


FIRST PART:    TERM OF EMPLOYMENT, DUTIES AND SCOPE, COMPENSATION AND BENEFITS
               DURING EMPLOYMENT


Section 1:  Term of Employment

(a)  Basic Rule. The Corporation  agrees to continue the Employee's  employment,
     and the Employee agrees to remain in employment with the Corporation,  from
     June 1, 1997, until the earliest of:

     (1)  The date of the Employee's death; or

     (2)  The  date  when  the  Employee's  employment  terminates  pursuant  to
          Subsection (b), (c), (d) or (e) below.

(b)  Early  Termination  or  Resignation.  The  Corporation  may  terminate  the
     Employee's employment at any time and for any reason by giving the Employee
     written  notice.  The Employee may terminate the Employee's  employment for
     any reason by giving the  Corporation not less than 30 days' advance notice
     in writing.

(c)  Termination  for  Cause.  The  Corporation  may  terminate  the  Employee's
     employment  at any  time for  Cause  shown.  For all  purposes  under  this
     Agreement,  "Cause"  shall mean (1) a willful  failure by the  Employee  to
     substantially  perform the Employee's  duties under this  Agreement,  other
     than a failure resulting from the Employee's complete or partial incapacity
     due to physical or mental illness or  impairment,  (2) a willful act by the
     Employee that constitutes gross misconduct and that is materially injurious
     to the  Corporation,  (3) a willful  breach by the  Employee  of a material
     provision of this  Agreement  or (4) a material and willful  violation of a
     federal  or state  law or  regulation  applicable  to the  business  of the
     Corporation   that  is  materially  and   demonstrably   injurious  to  the
     Corporation. No act, or failure to act, by the Employee shall be considered
     "willful"  unless  committed  without  good faith and without a  reasonable
     belief that the act or omission was in the Corporation's best interest.

(d)  Termination  for  Disability.  The Corporation may terminate the Employee's
     employment for Disability by giving the Employee  written  notice.  For all
     purposes under this Agreement,  "Disability"  shall mean that the Employee,
     at the time the notice is given,  has been unable to perform the Employee's
     duties under this Agreement for a period of not less than three consecutive
     months as a result of the  Employee's  incapacity due to physical or mental
     illness.  In the  event  that  the  Employee  resumes  the  performance  of
     substantially  all of the Employee's duties under this Agreement before the
     termination  of  the  Employee's  employment  under  this  Section  becomes
     effective,  the notice of termination shall automatically be deemed to have
     been revoked.

(e)  Termination of Agreement.  This Agreement shall expire when all obligations
     of the parties  hereunder  have been  satisfied.  In  addition,  either the
     Corporation  or the Employee may terminate  this  Agreement for any reason,
     and without affecting the Employee's  status as an employee,  by giving the
     other party one year's  advance  notice in writing.  A termination  of this
     Agreement  pursuant to the  preceding  sentence  shall be effective for all
     purposes,  except  that such  termination  shall not affect the  payment or
     provision of  compensation or benefits under this Agreement on account of a
     termination  of  employment  occurring  prior  to the  termination  of this
     Agreement.

Section 2:  Duties and Scope of Employment

(a)  Position.  The  Corporation  agrees to employ the  Employee for the term of
     employment under this Agreement in the position of Chief Executive Officer.
     Employee shall be given such duties,  responsibilities  and  authorities as
     are appropriate to his position.

(b)  Obligations.  During  the term of  employment  under  this  Agreement,  the
     Employee shall devote the Employee's full business  efforts and time to the
     business and affairs of the  Corporation  as needed to carry out his duties
     and  responsibilities  hereunder subject to the overall  supervision of the
     Corporation's  Board of  Directors.  The  foregoing  shall not preclude the
     Employee  from  engaging in  appropriate  civic,  charitable  or  religious
     activities  or from  devoting  a  reasonable  amount  of  time  to  private
     investments  or from serving on the boards of directors of other  entities,
     as long as such  activities  and service do not  interfere or conflict with
     the Employee's responsibilities to the Corporation.

Section 3:  Base Compensation

During the term of employment  under this Agreement,  the Corporation  agrees to
pay the Employee as  compensation  for services a base salary at the annual rate
of $350,000, or at such higher rate as the Compensation/Option  Committee of the
Board of Directors may determine from time to time. Such salary shall be payable
in accordance with the standard payroll procedures of the Corporation.  Once the
Corporation's  Compensation/Option  Committee  of the  Board  of  Directors  has
increased such salary,  it thereafter shall not be reduced;  provided,  however,
that if a Change  in  Control  has not  occurred,  such  salary  (including  any
increases) may be reduced by the Corporation if (1) the Employee  commits an act
or omission that meets the  definition of Cause,  as defined in Section 1(c), or
(2) the Employee and all other  executive  officers of the  Corporation  who are
parties to  written  employment  agreements  containing  substantially  the same
provisions as this  Agreement  have their  salaries  (including  any  increases)
reduced  by the same  percentage  amount  for the same time  period.  The annual
compensation  specified in this Section 3,  together  with any increases in such
compensation  that the  Compensation/Option  Committee of the Board of Directors
may grant from time to time, and together with any reductions made in accordance
with this Section 3, is referred to in this Agreement as "Base Compensation."

Section 4:  Employee Benefits

In General.  During the term of employment  under this  Agreement,  the Employee
shall be eligible to  participate  in the employee  benefit  plans and executive
compensation   programs  maintained  by  the  Corporation,   including  (without
limitation) savings or profit-sharing  plans, deferred compensation plans, stock
option,  incentive or other bonus plans, life, disability,  health, accident and
other insurance programs, paid vacations, and similar plans or programs, subject
in each case to the  generally  applicable  terms and  conditions of the plan or
program in question  and to the  discretion  and  determinations  of any person,
committee or entity  administering such plan or program.  In addition,  Employee
shall  be  eligible  for a car  allowance  of  $600  per  month  and a  cellular
telephone.

Section 5:  Business Expenses and Travel

During  the term of  employment  under this  Agreement,  the  Employee  shall be
authorized to incur  necessary and reasonable  travel,  entertainment  and other
business  expenses in  connection  with the  Employee's  duties  hereunder.  The
Corporation  shall reimburse the Employee for such expenses upon presentation of
an itemized account and appropriate supporting documentation,  all in accordance
with generally applicable policies.


<PAGE>


SECOND PART:   COMPENSATION AND BENEFITS IN CASE OF ACTUAL OR CONSTRUCTIVE
               TERMINATION NOT OCCURRING WITHIN SIX MONTHS AFTER A CHANGE
               IN CONTROL

Section 6:  Terminations Not Relating to a Change in Control

This Second Part of the Agreement, consisting of Sections 6 through 8, describes
the  benefits  and  compensation,  if any,  payable  in case of  termination  of
employment  that does not occur  within six months after a Change in Control (as
defined in Section 12). The Third Part of the Agreement,  consisting of Sections
9 through 12, describes  benefits and  compensation,  if any, payable in case of
termination  occurring within six months after a Change in Control.  If benefits
and  compensation  are payable  under this  Second  Part,  then no benefits  and
compensation are payable under the Third Part.

Section 7:  Involuntary Actual Or Constructive Termination Without Cause
            or Disability

In the event that, during the term of this Agreement,  the Employee's employment
terminates in a Qualifying  Termination,  as defined in Subsection (a), and such
termination  does not occur within six months  after a Change in Control,  then,
after  executing the release of claims  described in Section 7(d),  the Employee
shall be entitled to receive the payments and benefits  described in Subsections
(b) and (c).

(a)  Qualifying Termination. A Qualifying Termination occurs if:

     (1)  The  Corporation  terminates the Employee's  employment for any reason
          other than Cause or Disability; or

     (2)  The  Employee  separates  from  employment  with  the  Corporation  in
          response  to a  "Constructive  Termination,"  which  means a  material
          reduction  in salary or  benefits  (subject  to Section 3), a material
          change in responsibilities,  or a requirement to relocate,  except for
          office  relocations  that would not  increase the  Employee's  one-way
          commute distance by more than 20 miles.


(b)  Severance (1x payment). The Corporation shall pay to the Employee following
     the date of the employment  termination  and over the succeeding 12 months,
     in accordance  with  standard  payroll  procedures,  an amount equal to the
     following:

     (1)  One times the Employee's  Base  Compensation  in effect on the date of
          the employment termination; plus

     (2)  100% of the Employee's  annual  incentive  bonus earned on a quarterly
          basis as of the date of the  termination,  assuming  the  Employee was
          employed  on the  last day of the  quarter  in  which  termination  of
          employment occurred.

          Any  other  provision  of  this  Agreement  or  of  the  Corporation's
          Incentive Bonus Plan  notwithstanding,  after the amount  described in
          this Subsection (b) has been paid to the Employee,  the Employee shall
          have no further interest in such Plan.

(c)  Twelve  Months of Life  Insurance  and Health Plan  Coverage.  The coverage
     described  in this  Subsection  (c) shall be provided  for a  "Continuation
     Period" beginning on the date when the employment  termination is effective
     and ending on the earlier of (1) the 12-month  anniversary of the date when
     the  employment  termination is effective or (2) the date of the Employee's
     death. During the Continuation Period, the Employee (and, where applicable,
     the Employee's  dependents) shall be entitled to continue  participation in
     the  group  term  life  insurance  plan  and in the  health  care  plan for
     employees  maintained by the  Corporation  as if the Employee were still an
     employee of the  Corporation.  The coverage  provided under this Subsection
     (c)  shall  run   concurrently   with  and  shall  be  offset  against  any
     continuation  coverage  under Part 6 of Title I of the Employee  Retirement
     Income Security Act of 1974, as amended.  Where applicable,  the Employee's
     compensation  for purposes of such plans shall be deemed to be equal to the
     Employee's compensation (as defined in such plans) in effect on the date of
     the employment  termination.  To the extent that the  Corporation  finds it
     undesirable to cover the Employee under the group life insurance and health
     plans of the  Corporation,  the Corporation  shall provide the Employee (at
     its own expense) with the same level of coverage under individual policies.

(d)  Release of Claims.  As a  condition  to the  receipt  of the  payments  and
     benefits  described in this  Section 7, the  Employee  shall be required to
     execute a release of all claims arising out of the Employee's employment or
     the  termination  thereof  including,  but not  limited  to,  any  claim of
     discrimination  under  state or  federal  law,  but  excluding  claims  for
     indemnification  from the Corporation under any  indemnification  agreement
     with the  Corporation,  its  certificate  of  incorporation  and by-laws or
     applicable law or claims for directors and officers' insurance coverage.

(e)  Conditions  to Receipt of  Payments  and  Benefits.  In view of  Employee's
     position and his access to Confidential Information,  as a condition to the
     receipt of payments and benefits  described in this Section 7, the Employee
     shall  not,  without  the  Corporation's   written  consent,   directly  or
     indirectly,  alone or as a  partner,  joint  venturer,  officer,  director,
     employee,  consultant,  agent or  stockholder  (other  than a less  than 5%
     stockholder of a publicly  traded company) (i) engage in any activity which
     is in  competition  with the  business,  the  products  or  services of the
     Corporation (a list of competitors and  competitive  products and services,
     which  may  be  updated,  is  attached  hereto),  (ii)  solicit  any of the
     Corporation's  employees,  consultants or customers,  (iii) hire any of the
     Corporation's  employees or consultants  in an unlawful  manner or actively
     encourage  employees  or  consultants  to leave  the  Corporation,  or (iv)
     otherwise breach his Confidential Information obligations.

(f)  No Mitigation. The Employee shall not be required to mitigate the amount of
     any payment or benefit  contemplated  by this Section 7, nor shall any such
     payment or benefit be reduced by any earnings or benefits that the Employee
     may receive from any other source.

Section 8: Other Terminations Under This Part

If termination of employment,  actual or constructive,  occurs at a time that is
not within six months  after a Change in  Control,  and the  termination  is not
described in Section 7, then the Employee is entitled only to the  compensation,
benefits and  reimbursements  payable  under the terms of Sections 3, 4 and 5 of
this Agreement for the period  preceding the effective  date of the  termination
including any  disability or death  benefits to which Employee (or his estate or
beneficiary(s))  may be entitled as a result of termination of his employment on
account of Disability or death.  The payments under this  Agreement  shall fully
discharge  all   responsibilities  of  the  Corporation  to  the  Employee  upon
termination  of the  Employee's  employment.  This  Section 8  applies,  without
limitation,  to any termination of employment  initiated by the Employee (except
an  Employee-initiated  termination  that is described in Paragraph 2 of Section
7(a)),  termination of employment  caused by the Employee's death or Disability,
termination of the Employee for Cause,  and any  constructive  termination  (not
described in Section 7).


<PAGE>


THIRD PART:  COMPENSATION AND BENEFITS IN CASE OF ACTUAL OR CONSTRUCTIVE
             TERMINATION OCCURRING WITHIN SIX MONTHS AFTER A CHANGE IN CONTROL

Section 9:  Terminations Relating to a Change in Control

This Third Part of the Agreement, consisting of Sections 9 through 12, describes
the  benefits  and  compensation,  if any,  payable  in case of  termination  of
employment  that occurs  within six months after a Change in Control (as defined
in Section  12).  The Second  Part of the  Agreement,  consisting  of Sections 6
through 8,  describes  benefits  and  compensation,  if any,  payable in case of
termination that does not occur within six months after a Change in Control.  If
benefits and  compensation  are payable under this Third Part,  then no benefits
and compensation are payable under the Second Part.

Section 10: Involuntary Actual or Constructive Termination Without Cause

In the event that, during the term of this Agreement and within six months after
a Change in  Control,  the  Employee's  employment  terminates  in a  Qualifying
Termination, the Employee shall be entitled to receive the payments and benefits
described in Subsections (a), (b) and (c).

(a)  Severance (2x payment). The Corporation shall pay to the Employee in a lump
     sum, not less than 31 days nor more than 60 days  following the date of the
     employment termination, an amount equal to the following:

     (1)  Two times the Employee's  Base  Compensation  in effect on the date of
          the employment termination; plus

     (2)  200% of the greater of his prior year's  incentive bonus or his annual
          incentive  bonus  earned  on a  quarterly  basis as of the date of the
          termination, assuming the Employee was employed on the last day of the
          quarter in which termination of employment occurred.

          Any  other  provision  of  this  Agreement  or  of  the  Corporation's
          Incentive Bonus Plan  notwithstanding,  after the amount  described in
          this Subsection (a) has been paid to the Employee,  the Employee shall
          have no further interest in such Plan.

(b)  Two  Years  of Life  Insurance  and  Health  Plan  Coverage.  The  coverage
     described  in this  Subsection  (c) shall be provided  for a  "Continuation
     Period" beginning on the date when the employment  termination is effective
     and ending on the  earlier of (1) the second  anniversary  of the date when
     the  employment  termination is effective or (2) the date of the Employee's
     death. During the Continuation Period, the Employee (and, where applicable,
     the Employee's  dependents) shall be entitled to continue  participation in
     the  group  term  life  insurance  plan  and in the  health  care  plan for
     employees  maintained by the  Corporation  as if the Employee were still an
     employee of the  Corporation.  The coverage  provided under this Subsection
     (c)  shall  run   concurrently   with  and  shall  be  offset  against  any
     continuation  coverage  under Part 6 of Title I of the Employee  Retirement
     Income Security Act of 1974, as amended.  Where applicable,  the Employee's
     compensation  for purposes of such plans shall be deemed to be equal to the
     Employee's compensation (as defined in such plans) in effect on the date of
     the employment  termination.  To the extent that the  Corporation  finds it
     undesirable to cover the Employee under the group life insurance and health
     plans of the  Corporation,  the Corporation  shall provide the Employee (at
     its own expense) with the same level of coverage under individual policies.

(c)  Incentive  Programs.  All options granted by the Corporation  shall vest an
     additional  50% (or the remaining  unvested  options if less than 50%) upon
     the  effective  date of the Change in Control  and any  remaining  unvested
     options  shall  fully vest upon a  Qualifying  Termination  within 6 months
     after the Change in Control.

(d)  No Mitigation. The Employee shall not be required to mitigate the amount of
     any payment or benefit  contemplated by this Section 10, nor shall any such
     payment or benefit be reduced by any earnings or benefits that the Employee
     may receive from any other source.

Section 11:       Other Terminations Under This Part

If termination of employment,  actual or constructive,  occurs at a time that is
within  six  months  after a  Change  in  Control,  and the  termination  is not
described in Section 10, then the Employee is entitled only to the compensation,
benefits and  reimbursements  payable  under the terms of Sections 3, 4 and 5 of
this Agreement for the period  preceding the effective  date of the  termination
including any  disability or death  benefits to which Employee (or his estate or
beneficiary(s))  may be entitled as a result of termination of his employment on
account of Disability or death.  The payments under this  Agreement  shall fully
discharge  all   responsibilities  of  the  Corporation  to  the  Employee  upon
termination  of the  Employee's  employment.  This  Section 11 applies,  without
limitation,  to any termination of employment  initiated by the Employee (except
an Employee-initiated  termination that is described in Paragraph (2) of Section
7(a))  or a  termination  of  employment  caused  by  Disability,  Cause  or the
Employee's death.

Section 12:       Definition of Change in Control

For all purposes under this Agreement,  "Change in Control" shall mean a "Change
in Control" of the Corporation,  as defined in the NetCom On-Line Communications
Services, Inc. 1993 Stock Option Plan as in effect on the date this Agreement is
executed.


<PAGE>


FOURTH PART:      PARACHUTE PAYMENTS


Section 13:       Gross-Up Payment.

In the event it is determined that any payment or distribution of any type to or
for the benefit of the Employee, pursuant to this Agreement or otherwise, by the
Corporation,  any Person who  acquires  ownership  or  effective  control of the
Corporation,  or  ownership  of a  substantial  portion  of  the  assets  of the
Corporation  (within the meaning of section 260G of the Code and the regulations
thereunder)  or any  affiliate  of such Person (the "Total  Payments")  would be
subject to the excise tax imposed by section 4999 of the Code or any interest or
penalties  with respect to such excise tax (such excise tax,  together  with any
such interest and penalties,  are collectively referred to as the "Excise Tax"),
then the  Employee  shall be  entitled  to  receive  an  additional  payment  (a
"Gross-Up Payment") in an amount such that, after payment by the Employee of all
taxes (including any interest or penalties  imposed with respect to such taxes),
including  any Excise Tax,  imposed  upon the  Gross-Up  Payment,  the  Employee
retains an amount of the Gross-Up  Payment  equal to the Excise Tax imposed upon
the Total Payments.

Section 14:       Determination by Accountant

All  mathematical  determinations  and  determinations  as to whether any of the
Total Payments are "parachute  payments"  (within the meaning of section 280G of
the Code), in each case which  determinations are required to be made under this
Section 14, including whether a Gross-Up Payment is required, the amount of such
Gross-Up Payment,  and amounts relevant to the last sentence of this Section 14,
shall be made by an  independent  accounting  firm selected by the Employee from
amount the largest six  accounting  firms in the United States (the  "Accounting
Firm"). The Accounting Firm shall provide to the Corporation and to the Employee
its  determination  (the  "Determination"),  together with  detailed  supporting
calculations regarding the amount of any Gross-Up Payment and any other relevant
matter,  within ten days after  termination  of the  Employee's  employment,  if
applicable,  or at such earlier time  following  termination of employment as is
requested by the Employee (if the Employee  reasonably  believes that any of the
Total  Payments  may be subject  to the  Excise  Tax).  If the  Accounting  Firm
determines  that no Excise Tax is payable by the Employee,  it shall furnish the
Employee with a written  statement that such  Accounting Firm has concluded that
no Excise Tax is payable  (including the reasons therefor) and that the Employee
has substantial authority not to report any Excise Tax on the Employee's federal
income tax return.  If a Gross-Up Payment is determined to be payable,  it shall
be paid to the Employee within ten days after the  Determination is delivered to
the Corporation or the Employee.  Any determination by the Accounting Firm shall
be binding upon the Corporation and the Employee, absent manifest error.

As a result of uncertainty in the application of section 4999 of the Code at the
time of the  initial  determination  by the  Accounting  Firm  hereunder,  it is
possible that Gross-Up  Payments not made by the  Corporation and members of the
Corporation  should have been made  ("Underpayment"),  or that Gross-Up Payments
will have been made by the  Corporation  and  members  of the  Corporation  that
should not have been made ("Overpayments"). In either such event, the Accounting
Firm shall  determine the amount of the  Underpayment  or  Overpayment  that has
occurred. In the case of an Underpayment, the Corporation promptly shall pay, or
cause to be paid, the amount of such  Underpayment  to or for the benefit of the
Employee.  In the case of an  Overpayment,  the Employee shall, at the direction
and  expense of the  Corporation,  take such steps as are  reasonably  necessary
(including  the filing of returns  and claims  for  refund),  follow  reasonable
instructions from, and procedures established by, the Corporation, and otherwise
reasonably cooperate with the Corporation to correct such Overpayment; provided,
however,  that (1) Employee shall not in any event be obligated to return to the
Corporation an amount greater than the net after-tax  portion of the Overpayment
that he has  retained  or  recovered  as a  refund  from the  applicable  taxing
authorities and (2) this provision  shall be interpreted in a manner  consistent
with the  intent of  Section  13,  which is to make the  Employee  whole,  on an
after-tax  basis,  from the  application of the Excise Tax, it being  understood
that the correction of an Overpayment may result in the Employee repaying to the
Corporation an amount that is less than the Overpayment.


<PAGE>


FIFTH PART:       TRADE SECRETS, SUCCESSORS, MISCELLANEOUS PROVISIONS,
                  SIGNATURE PAGE


Section 15:  Confidential Information

(a)  Acknowledgement.  The  Corporation  and the Employee  acknowledge  that the
     services to be performed by the Employee  under this  Agreement  are unique
     and extraordinary and that, as a result of the Employee's  employment,  the
     Employee  will be in a  relationship  of  confidence  and  trust  with  the
     Corporation and will come into possession of "Confidential Information" (1)
     owned  or  controlled  by the  Corporation,  (2) in the  possession  of the
     Corporation  and belonging to third parties or (3)  conceived,  originated,
     discovered  or developed,  in whole or in part,  by the  Employee.  As used
     herein   "Confidential   Information   includes  trade  secrets  and  other
     confidential  or proprietary  business,  technical,  personnel or financial
     information,  whether  or not the  Employee's  work  product,  in  written,
     graphic,  oral or other  tangible or  intangible  forms,  including but not
     limited to  specifications,  samples,  records,  data,  computer  programs,
     drawings,  diagrams,  models,  customer  names,  ID's or e-mail  addresses,
     business or marketing plans,  studies,  analyses,  projections and reports,
     communications  by or to attorneys  (including  attorney-client  privileged
     communications),  memos and other materials  prepared by attorneys or under
     their direction (including attorney work product), and software systems and
     processes.  Any  information  that is not readily  available  to the public
     shall be considered to be a trade secret and  confidential and proprietary,
     even if it is not  specifically  marked  as such,  unless  the  Corporation
     advises the Employee otherwise in writing.

(b)  Nondisclosure.  The Employee agrees that the Employee will not, without the
     prior written  consent of the  Corporation,  directly or indirectly  use or
     disclose  Confidential  Information  to any  person,  during  or after  the
     Employee's employment, except as may be necessary in the ordinary course of
     performing the Employee's  duties under this  Agreement.  The Employee will
     keep the Confidential  Information in strictest  confidence and trust. This
     Section 15 shall apply indefinitely, both during and after the term of this
     Agreement.

(c)  Surrender Upon  Termination.  The Employee  agrees that in the event of the
     termination of the Employee's  employment for any reason, the Employee will
     immediately  deliver  to the  Corporation  all  property  belonging  to the
     Corporation, including all documents and materials of any nature pertaining
     to the  Employee's  work with the  Corporation,  and will not take with the
     Employee any documents or materials of any description, or any reproduction
     thereof of any  description,  containing or pertaining to any  Confidential
     Information.  It is understood that the Employee is free to use information
     that  is in the  public  domain  (not  as a  result  of a  breach  of  this
     Agreement).

Section 16:       Successors

(a)  Corporation's  Successors.  The  Corporation  shall  require any  successor
     (whether  direct or  indirect  and  whether  by  purchase,  lease,  merger,
     consolidation, liquidation or otherwise) to all or substantially all of the
     Corporation's business and/or assets, by an agreement in substance and form
     satisfactory  to the  Employee,  to  assume  this  Agreement  and to  agree
     expressly  to perform  this  Agreement  in the same  manner and to the same
     extent as the Corporation would be required to perform it in the absence of
     a succession.  The Corporation's  failure to obtain such agreement prior to
     the  effectiveness  of a succession shall be a breach of this Agreement and
     shall entitle the Employee to all of the compensation and benefits to which
     the Employee  would have been  entitled  hereunder if the  Corporation  had
     involuntarily   terminated  the  Employee's  employment  without  Cause  or
     Disability,  on the date when such succession  becomes  effective.  For all
     purposes under this  Agreement,  the term  "Corporation"  shall include any
     successor to the  Corporation's  business  and/or  assets that executes and
     delivers the assumption  agreement described in this Subsection (a) or that
     becomes bound by this Agreement by operation of law.

(b)  Employee's  Successors.  This  Agreement  and all  rights  of the  Employee
     hereunder  shall  inure to the  benefit  of,  and be  enforceable  by,  the
     Employee's personal or legal  representatives,  executors,  administrators,
     successors, heirs, distributees, devisees and legatees.

Section 17:  Miscellaneous Provisions

(a)  Waiver.  No  provision  of this  Agreement  shall be  modified,  waived  or
     discharged  unless the  modification,  waiver or  discharge is agreed to in
     writing  and signed by the  Employee  and by an  authorized  officer of the
     Corporation  (other than the  Employee).  No waiver by either  party of any
     breach of, or of  compliance  with,  any  condition  or  provision  of this
     Agreement  by the other  party  shall be  considered  a waiver of any other
     condition  or  provision  or of the same  condition or provision at another
     time.

(b)  Whole Agreement. No agreements,  representations or understandings (whether
     oral or written and whether  express or implied) that are not expressly set
     forth in this Agreement, or any existing indemnification  agreement for the
     benefit of the  Employee,  have been made or entered  into by either  party
     with respect to the subject matter hereof. In addition, the Employee hereby
     acknowledges and agrees that this Agreement  supersedes in its entirety any
     employment  agreement  between the Employee and the  Corporation  in effect
     immediately  prior  to the  effective  date  of this  Agreement.  As of the
     effective date of this Agreement, such employment agreement shall terminate
     without any further  obligation by either party  thereto,  and the Employee
     hereby relinquishes any further rights that the Employee may have had under
     such prior employment agreement.

(c)  Notice. Notices and all other communications contemplated by this Agreement
     shall be in  writing  and shall be deemed  to have  been  duly  given  when
     personally  delivered or when mailed by U.S.  registered or certified mail,
     return receipt requested and postage prepaid.  In the case of the Employee,
     mailed  notices shall be addressed to the Employee at the home address that
     the Employee most recently  communicated to the Corporation in writing.  In
     the case of the  Corporation,  mailed  notices  shall be  addressed  to its
     corporate headquarters,  and all notices shall be directed to the attention
     of its Chief Operating Officer.

(d)  No Setoff. There shall be no right of setoff or counterclaim,  with respect
     to any claim,  debt or obligation,  against  payments to the Employee under
     this Agreement.

(e)  Choice of Law. The validity,  interpretation,  construction and performance
     of this Agreement shall be governed by the laws of the State of California,
     irrespective of California's choice-of-law principles.

(f)  Severability.  The  invalidity  or  unenforceability  of any  provision  or
     provisions   of  this   Agreement   shall  not  affect  the   validity   or
     enforceability  of any other provision  hereof,  which shall remain in full
     force and effect.

(g)  Arbitration.  Except  as  otherwise  provided  in  Section  14  and  in the
     enforcement  of Section 15, any dispute or  controversy  arising out of the
     Employee's  employment  or the  termination  thereof,  including,  but  not
     limited to, any claim of  discrimination  under state or federal law, shall
     be  settled  exclusively  by  arbitration  in  San  Jose,  California,   in
     accordance with the rules of the American  Arbitration  Association then in
     effect.  Judgment  may be  entered on the  arbitrator's  award in any court
     having jurisdiction.

(h)  No Assignment of Benefits. The rights of any person to payments or benefits
     under this  Agreement  shall not be made  subject to option or  assignment,
     either by  voluntary  or  involuntary  assignment  or by  operation of law,
     including (without limitation) bankruptcy, garnishment, attachment or other
     creditor's  process,  and any action in  violation of this  Subsection  (i)
     shall be void.

(i)  Employment  at  Will;  Limitation  of  Remedies.  The  Corporation  and the
     Employee acknowledge that the Employee's  employment is at will, as defined
     under  applicable  law. If the  Employee's  employment  terminates  for any
     reason,  the  Employee  shall not be  entitled to any  payments,  benefits,
     damages, awards or compensation other than as provided by this Agreement.

(j)  Employment  Taxes.  All payments made pursuant to this  Agreement  shall be
     subject to withholding of applicable taxes.

(k)  Benefit Coverage  Non-Additive.  In the event that the Employee is entitled
     to life  insurance and health plan  coverage  under more than one provision
     hereunder,  only one  provision  shall  apply,  and  neither the periods of
     coverage nor the amounts of benefits shall be additive.


IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of the Corporation by its duly authorized  officer, as of the day and year first
above  written.  Employee has consulted (or has had the  opportunity to consult)
with his own counsel  (who is other than the  Corporation's  counsel,  Pillsbury
Madison & Sutro, LLP) prior to execution of this Agreement.



                              /s/ David W. Garrison
                              ------------------------------
                              David W. Garrison
                                         Employee

                              NETCOM ON-LINE COMMUNICATIONS SERVICES, INC.


                              By /s/Stephen J. Getsey
                                 --------------------------

                              Its _________________________