<PAGE>

                                                                  EXHIBIT 10.14

                  WINDOWS MEDIA TECHNOLOGY PROMOTION AGREEMENT

The purpose of this agreement (the "AGREEMENT") is to set forth the terms upon
which Microsoft Corporation ("MICROSOFT") will promote certain of your company's
web content in consideration of your company's adoption of specified Microsoft
Windows Media Technology for your web content and promotion of such technology.
This Agreement refers to your company as "ICP."

This Agreement is entered into with reference to the following information ("ICP
TABLE") and incorporates Microsoft's Standard Terms and Conditions attached
hereto as Attachment B ("STANDARD TERMS AND CONDITIONS") and all other schedules
and attachments referenced herein:

<TABLE>
<CAPTION>

<S>                                           <C>
ICP INFORMATION:                              Corporate Name:  Next Big Star, LLC

                                              Place of Incorporation:  Delaware
                                              Address for Notices:  c/o Victory Entertainment Corp
                                                                     1000 Universal Studios Florida
                                                                     Bldg. 22A
                                                                     Orlando, FL  32819
ICP CONTACT:                                  ICP Contact/Title:  Paul Urfi
                                              Telephone Number:  (561) 218-1734
                                              Facsimile Number:  (413) 451-9764
                                              Email:  Purfi@ovnmedia.com
ICP CONTENT MODULE MANAGER AND                ICP Content Module Manager:  Paul Urfi
STREAMING CONTENT MANGER:                       Telephone Number:
(2 technical contacts required)                 Email:
                                              ICP Streaming Content Manager:  Paul Urfi
                                                Telephone Number:
                                                Email:
ICP NAME AND ICP SERVICE NAME                 ICP Name:  Next Big Star
(as requested for press release):             ICP Service Name(s):
"ICP SITE LINK" (includes successors          [provide complete URL to ICP site home page]
thereto):                                                               NEXTBIGSTAR.com
"ICP SITE PAGE(S)"                            [provide complete URLs to page(s) on the ICP Site which
(includes successors thereto):                will promote each Featured Technology]
                                                                   TBD
"FEATURED TECHNOLOGY"                          X   Windows Media Player
(only the checked options apply):                  Windows Radio toolbar
                                              Attachment A relating to the
                                              Featured Technology is also
                                              referred to as the "FEATURED
                                              TECHNOLOGY SCHEDULE".
"PROMOTION START DATE":                       [1/22/00  or provide date by which promotion must start on
                                              ICP Site - please refer to Section 2.a(2)]
"TERRITORY":                                  United States of America
"TERM":                                       Beginning  1/22/00  ("EFFECTIVE DATE") and continuing
                                              through December 30, 2000 unless earlier terminated in
                                              accordance with Section 3.
</TABLE>

1.       MICROSOFT OBLIGATIONS

         (a)  WINDOWS MEDIA/RADIO STATION GUIDE. Microsoft will use
              commercially reasonable efforts during the Term, and consistent
              with Microsoft's localization schedule for the


                                      -2-
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              applicable web site for the Territory, to include a link (e.g.,
              icon, text link and/or descriptive text) for the ICP Site Link
              and, if provided, brief summaries of the content available via
              such ICP Site Link ("CONTENT MODULES") in the following: (only the
              checked options apply).

               X    MICROSOFT WINDOWSMEDIA.COM: a Microsoft web site at URL
                    HTTP://WINDOWSMEDIA.COM, and successors thereto ("MWM") in
                    an appropriate category and version of MWM designed for use
                    in the Territory. Microsoft will determine, in its sole
                    discretion, the placement of any ICP Site Links and Content
                    Modules within the MWM.

               ---  RADIO STATION GUIDE: a Microsoft web site at URL http://
                    windowsmedia.com/radiobar.asp, and successors thereto
                    ("RSG") in an appropriate category and version of RSG
                    designed for use in the Territory. Microsoft will determine,
                    in its sole discretion, the placement of any ICP Site Links
                    and Content Modules within the RSG.

               Attachment D provides a representation of one manner in which the
               ICP Site Link and Content Modules may appear.

               The foregoing obligations will be subject to Microsoft's right to
               remove any ICP Site Link and/or Content Modules immediately upon
               receiving a claim from any source that the ICP Site or a Content
               Module includes or has included any content which violates any
               applicable law or which would expose Microsoft, in its reasonable
               estimation, to potential civil or criminal liability.

          (b)  NO LICENSE. Nothing in this Agreement grants ICP any rights to
               any Microsoft software, technology or other intellectual property
               rights. Microsoft retains all right, title and interest in and to
               the Featured Technology, MWM and RSG.

          (c)  REPORTS. For each month during the Term, Microsoft will use
               commercially reasonable efforts to report to ICP the referrals
               from MWM and/or RSG to ICP Site Pages.

2.       ICP OBLIGATIONS

          (a)  PROMOTION OF FEATURED TECHNOLOGY. Throughout the Term, ICP will
               use and promote the Featured Technology as follows:

               (1)  FEATURED TECHNOLOGY PROMOTION. Beginning no later than the
                    Promotion Start Date (or, if later, the Effective Date), ICP
                    will include a prominent, "Above the fold" promotion of each
                    Featured Technology on all ICP Site Pages and will include
                    other promotions, as may be designated in the Featured
                    Technology Schedule (collectively, the "FEATURED TECHNOLOGY
                    PROMOTION"). For purposes of this Section 2a., "ABOVE THE
                    FOLD" means the placement of content (including an icon
                    and/or link) or other material on an ICP


                                      -2-
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                    Site Page such that the material is viewable on a computer
                    screen at a 800 x 600 pixels resolution when the user first
                    accesses such web page and without having to scroll down to
                    view more of the web page. The Featured Technology Promotion
                    shall be carried out by ICP in accordance with the
                    specifications set forth in the Featured Technology Schedule
                    and as follows:

                    (a)  If under Section 1.a the ICP Site Link and Content
                         Modules will be included in MWM, ICP will use
                         commercially reasonable efforts to provide the
                         following on ICP Site Pages: i) a link to ICP's Windows
                         Media Player-compatible streaming media with text
                         describing the technology for playing it such as
                         "View/Listen using Windows Media Player", and ii) a
                         link and/or logo for downloading the Windows Media
                         Player (as shown in version 1 of the page layout
                         diagrams in Attachment E). To enhance the user
                         experience, if the ICP is providing headlines for the
                         main page of MWM, the ICP will display only that
                         content compatible with, and only those webcast media
                         player logos for, the Windows Media Player on ICP Site
                         Pages linked directly from the ICP Site Links and
                         Content Modules on the MWM main page. To enhance the
                         user experience, if the ICP is providing headlines for
                         pages other than the main page of MWM, the ICP will use
                         commercially reasonable efforts to, within sixty (60)
                         days of Effective Date, display only that content
                         compatible with, and only those webcast media player
                         logos for, the Windows Media Player on ICP Site Pages
                         linked directly from the ICP Site Links and Content
                         Modules on MWM pages other than the MWM main page.

                    (b)  If under Section 1.a the ICP Site Link and Content
                         Modules will be included in RSG, ICP will use
                         commercially reasonable efforts to provide the
                         following on ICP Site Pages: i) links to ICP's Windows
                         Media Player-compatible streaming media with text
                         describing the technology for playing it such as
                         "Listen using Windows Radio toolbar," and "Listen using
                         Windows Media Player," and ii) a link and/or logo for
                         downloading the Windows Media Player (as shown in
                         version 2 of the page layout diagrams in Attachment E).

               (2)  DAILY LINKS. ICP will use commercially reasonable efforts to
                    provide Microsoft with ICP Site Links and Content Modules,
                    on a daily basis, that meet the Content Guidelines, as
                    defined in the Featured Technology Schedule and as
                    reasonably updated by Microsoft and provided to ICP from
                    time to time, for use in accordance with this Agreement.

          (b)  TRADEMARK PERMISSION. To the extent the ICP Site Link contains or
               constitutes a trademark, service mark or other similar
               intellectual property ("mark"), ICP hereby grants to Microsoft a
               non-exclusive, non-transferable, royalty-free, perpetual,
               worldwide right and license to use and display such mark solely
               for purposes of inclusion in MWM, RSG, other Microsoft web sites,
               and as part of the favorites or comparable sections of Internet
               Explorer and/or Windows Media Player.

          (c)  CONTENT MODULES. To the extent containing any information
               protected by copyright or other intellectual property, ICP hereby
               grants Microsoft a non-exclusive, non-transferable, royalty-free,
               perpetual, worldwide right and license to use, copy, publicly
               perform and display, transmit and distribute Content Modules
               solely for pur-


                                      -3-
<PAGE>

               poses of inclusion of such Content Modules on MWM, RSG, other
               Microsoft web sites, and as part of the favorites or comparable
               sections of Internet Explorer and/or Windows Media Player.

          (d)  DEMONSTRATION RIGHTS. ICP hereby further grants Microsoft a
               non-exclusive, non-transferable, royalty-free, perpetual,
               worldwide right and license to use and publicly perform and
               display the ICP Name, ICP Service Name, Content Modules, screen
               shots and/or interactive versions of the ICP Site solely for the
               purposes of demonstrating ICP's use of the Featured Technology at
               trade shows or other industry or press events and other
               advertising and promotional activities concerning Internet
               Explorer, the Featured Technology and/or MWM and RSG.

          (e)  REPORTS. By the tenth (10th) day of each calendar month during
               the Term (other than the month in which the Effective Date
               falls), ICP will provide a report to Microsoft in the format of,
               and with all information concerning the previous calendar month
               as described in the Featured Technology Schedule in Attachment A
               and as reasonably updated by Microsoft and provided to ICP from
               time to time. In the event that ICP has failed to provide a
               report as described in the preceding sentence on or before the
               fifteenth (15th) day of the relevant calendar month, then
               Microsoft will be entitled to suspend its performance under this
               Agreement until such report has been received. All information
               provided pursuant to this section will be deemed to be
               Confidential Information (as defined in the Standard Terms and
               Conditions) of ICP and, in addition to Microsoft's obligations
               with respect to Confidential Information under the Standard Terms
               and Conditions, such Confidential Information shall not be
               disclosed to Microsoft employees or contractors outside of its
               platforms/systems/applications groups; in addition, within those
               groups, Microsoft shall use reasonable efforts to limit
               disclosure to employees or contractors with a reasonable "need to
               know" to further Microsoft's performance under this Agreement and
               its performance of general NetShow and Windows Media Player
               marketing activities.

3.       RENEWAL

This Agreement will be automatically extended for additional ninety (90) day
period(s) unless either party suspends performance and/or terminates this
Agreement upon written notice thirty (30) days before the end of the original
Term or an extended Term.

4.       TERMINATION

          a.   Either party may suspend performance and/or terminate this
               Agreement immediately upon written notice at any time if the
               other party is in material breach of any material warranty, term,
               condition or covenant of this Agreement, and fails to cure that
               breach within thirty (30) days after written notice thereof, or,
               in the case of a material breach of Section A of the Standard
               Terms and Conditions regarding confidentiality, immediately upon
               written notice at any time without providing initial notice or an
               opportunity to cure. Termination of this Agreement shall be the
               sole remedy for a party for


                                      -4-
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               failure of the other party to provide the guaranteed minimum
               impressions as set forth in this Agreement.

          b.   Neither party will be liable to the other for damages of any sort
               resulting solely from terminating this Agreement in accordance
               with its terms. Termination of this Agreement will not affect any
               other agreement between the parties. In the event of termination
               or expiration of this Agreement for any reason, Section 1.b,
               2.b-d, and the Standard Terms and Conditions in Attachment B will
               survive (or, where separately specified in each such section,
               will survive in accordance with the terms in such section).

IN WITNESS WHEREOF, the parties have entered into this Agreement, including all
schedules and attachments referenced herein, as of the Effective Date.

<TABLE>
<CAPTION>

<S>                                            <C>
---------------------------------------------  -------------------------------------------
MICROSOFT CORPORATION                          COMPANY

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

By:                                            By:

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

Name (print):                                  name (print):

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

Title:                                         Title:

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

Date:                                          Date:

---------------------------------------------  -------------------------------------------
</TABLE>


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<PAGE>

                                  ATTACHMENT A

                          FEATURED TECHNOLOGY SCHEDULE

I.       RELEVANT TECHNOLOGY (CHECK ALL THAT APPLY)

X Windows Media Player
  windows Radio toolbar

II.      IMPLEMENTATION REQUIREMENTS FOR WINDOWS MEDIA PLAYER AND/OR WINDOWS
         RADIO TOOLBAR

a.       ICP SITE PAGES: The parties agree that the primary focus of the ICP
         Site Pages will be to make available high quality streaming media that
         is useful and interesting in and of itself to end users of both the ICP
         Site and MWM and/or RSG. ICP will use and promote the Featured
         Technology in accordance with this Agreement and, in addition, at least
         as favorably as ICP uses and promotes any third party streaming media
         technology, including without limitation with respect to: (i) quality
         of user experience, (ii) encoding rates, (iii) bandwidth allocation,
         and (iv) promotion of the Featured Technology. ICP shall include on the
         home page of ICP Site a direct link to ICP Site Pages. ICP shall ensure
         that the ICP Site Pages have an architecture optimized for high quality
         streaming media performance, with at least one hundred (100)
         simultaneous connections and a maximum peak bandwidth use of no more
         than two (2) hours in any twenty-four (24) hour period. In the event
         that peak bandwidth use exceeds two (2) hours in any twenty-four (24)
         hour period, ICP shall increase the bandwidth allocated for use by the
         Featured Technology to a commercially reasonable degree in order to
         offer a reasonable user experience. ICP shall offer end users high
         quality streaming media, including by complying with the following:

         1)       FM stations are to be encoded in at least 16 kbit (e.g.
                  Voxware AC 16-16000 mono) and/or

         2)       AM stations are to be encoded in at least 8 kbit (e.g. Voxware
                  AC 8-11025 mono).

         3)       All on-demand videos are to be encoded in multiple data rates
                  (at least 22 kbit & 37 kbit streams).

         4)       All streaming media must use either MPEG 4 v.2 video codec,
                  Voxware Metasound audio codec, ACELP.net audio codec or
                  Sipro's ACELP codec instead of the Voxware Metasound codec if
                  the content is speech.

         5)       All streaming media must demonstrate correct selection of
                  audio codecs and, if video, appropriate video output parameter
                  settings (frame size/frame rate etc), all based on content
                  type and total data rate for the file.

         6)       ICP must offer some streaming media in Windows Media
                  Player-compatible format without charge to MWM and/or RSG end
                  users on ICP Site Pages. In addition, ICP must offer the most
                  popular streaming media, in ICP's reasonable estimation, in
                  Windows Media Player-compatible format within the ICP Site
                  Pages.

         7)       All streaming media must be updated at least five (5) times
                  per week.

         8)       All radio stations should stream content twenty-four (24)
                  hours per day.

b.       The parties agree that ICP will control in its sole discretion all
         data, text, audio, video, graphics, photographs, artwork and other
         technology and materials on the ICP Site Pages ("ICP CONTENT").
         Notwithstanding the preceding sentence, ICP will comply with all
         obligations with respect to such ICP Content set forth in this Featured
         Technology Schedule or otherwise set forth in this Agreement.


                                      -6-
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III.     TECHNOLOGY IMPLEMENTATION SCHEDULE/TIMETABLE

<TABLE>
<CAPTION>

DATE (no later than)                         OBLIGATION

<S>                        <C>
As soon as possible        ICP shall provide Microsoft with alpha versions of
                           (i) the ICP Site Pages (i.e. provide the URLs), (ii)
                           the Content Modules and, (iii) if applicable, the URL
                           for the streaming media to be listed in the RSG.

                           ICP shall commence daily updates of (i) the beta
                           version of the ICP Site Pages, (ii) the Content
                           Modules and, (iii) if applicable, the streaming media
                           to be listed in the RSG.

                           ICP Site Pages, Content Modules and, if applicable,
                           the streaming media listed in the RSG shall be
                           available live on the Web, all as in compliance with
                           this Agreement, including this Featured Technology
                           Schedule.
</TABLE>

IV.      FEATURED TECHNOLOGY PROMOTION

         Display on the main page of the ICP Site, at least ten thousand
         (10,000) ad impressions per month

V.       CONTENT MODULE EDITORIAL GUIDELINES

a.       GENERAL REQUIREMENTS

         1.       To provide Content Modules under this Agreement, ICP shall
                  follow these general requirements:

                  (A)      Each headline, schedule and event should have a
                           separate page and URL so Read/Unread behavior works
                           properly.

                  (B)      ICP will provide a URL location to retrieve ICP's CDF
                           files in accordance with the following guidelines:

                       -   The subdirectory on ICP's Site for staging the CDF
                           file(s) should be denoted "webevents."

                       -   The CDF file names for headlines, events, and
                           schedule content should be denoted as headlines.cdf,
                           event.cdf, and schedule.cdf, respectively.

         2.       The Content Modules must work on Internet Explorer 3.x, 4.x
                  and 5.x and Netscape Communicator 3.x and 4.x. ICP must also
                  ensure that Content Modules work with new versions of each
                  such browser within one (1) week of such new version's
                  post-beta commercial release to the Web.


                                      -7-
<PAGE>

         3.       Updates to these requirements, detailed technical
                  specifications and web-based support on how to provide Content
                  Modules is provided on partners.microsoft.com. Technical
                  questions should be directed to wetbug@microsoft.com.

b.       EDITORIAL REQUIREMENTS

                  To provide a Content Module under this Agreement, ICP shall
follow these editorial requirements:

         1.       All headlines should not exceed fifty (50) characters.

         2.       All headlines should be underlined up through (but not beyond)
                  the last character of the headline. This can be prevented by
                  not having an additional space character at the very end.

         3.       All headlines should end without a period.

         4.       All headlines should have only the initial word and any proper
                  nouns capitalized (sentence-style capitalization, NOT
                  headline-style capitalization).

         5.       All links should go directly to the specific article or ICP
                  Content, i.e., "deep" link, using anchor tags. it is an
                  unacceptable user experience to link (i) to the top of page
                  when the article is further down, (ii) to home pages that do
                  not contain the applicable ICP Content, or (iii) to a table of
                  contents instead of directly to the specific ICP Content.

         6.       All headlines and events should be updated at least once each
                  week day (weekend days at ICP's option), or more frequently,
                  depending on mutual agreement.

c.       TESTING

         Microsoft may in its discretion test Content Modules in the MWM and RSG
         test environment prior to posting in production environment. No testing
         or other quality control efforts of Microsoft in connection with
         activities contemplated by this Agreement will be deemed to modify
         ICP's obligations to comply with the Agreement, including the
         guidelines set forth in this Featured Technology Schedule, and
         Microsoft will have no responsibility for identifying or addressing any
         errors in ICP Content Modules.

d.       ESCALATION PROCEDURES

         In the event ICP's Content produces a critical error, Microsoft
         reserves the right to pull the applicable Content Module within thirty
         (30) minutes of discovery. A critical error is defined as:

         1.       A Content Module which includes a link that produces an HTTP
                  error,
         2.       A Content Module which causes other Content Modules to be
                  corrupt or to malfunction,
         3.       A Content Module which is empty.

         In the event a Content Module needs to be pulled from the Microsoft
         Internet web site, Microsoft will notify ICP immediately and will use
         commercially reasonable efforts to communicate with ICP to facilitate
         ICP's determination of the cause of the error.

         ICP will provide two (2) technical contacts for technical staff working
         on MWM and RSG to use in the event of any Content Module problems. If
         ICP encounters any problems on MWM or RSG, one of such technical
         contacts should email WETBUG@MICROSOFT.COM.


                                      -8-
<PAGE>

VI.      ICP REPORTING GUIDELINES

         In accordance with Section 2.e of this Agree;nent, ICP shall provide a
         report to Microsoft setting forth the following information:

         (a)      The URL and number of page views for the ICP Site Pages;

         (b)      The number of referrals of end users from ICP Site to ICP's
                  and/or Microsoft's Windows Media Player download site(s);

         (c)      The number of referrals received by ICP as a result of Web
                  users' clicking on the ICP links displayed on the Microsoft
                  Web Sites;

         (d)      Web browsing software share and Streaming Media player share
                  information for ICP Site Pages; include version information;

         (e)      The number of streams served, including the total number of
                  ASX and ASF format files served, by bit rate;

         (f)      The average length of user stream for a single connection;

                  (g) The number of streams of pages with feature/streaming
                  technology; and

         (h)      The average number of .asx files on site.

         ICP shall provide all reports hereunder to Microsoft via Microsoft's
         web reporting system located at windowsmedia.com/report.asp web site,
         and successors thereto.


                                      -9-
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                                  ATTACHMENT B
                          STANDARD TERMS AND CONDITIONS

A.       CONFIDENTIALITY

1.       CONFIDENTIALITY OBLIGATIONS. Each party will protect the other's
         Confidential Information (as defined below) disclosed in connection
         with this Agreement from unauthorized dissemination and use with the
         same degree of care that such party uses to protect its own like
         information. Neither party will use the other's Confidential
         Information for purposes other than those necessary to directly further
         the purposes of this Agreement. Neither party will disclose to third
         parties the other's Confidential Information without the prior written
         consent of the other party. Except as expressly provided in this
         Agreement, no ownership or license rights are granted in any
         Confidential Information. The other provisions of this Agreement
         notwithstanding, either party will be permitted to disclose the
         Confidential Information to its outside legal and financial advisors;
         and to the extent required by applicable law, provided however that
         before making any such required filing or disclosure, the disclosing
         party will first give written notice of the intended disclosure to the
         other party, within a reasonable time prior to the time when disclosure
         is to be made, and the disclosing party will exercise best efforts, in
         cooperation with and at the expense of the other party, consistent with
         reasonable time constraints, to obtain confidential treatment for all
         non-public and sensitive provisions of this Agreement, including
         without limitation, dollar amounts and other numerical information.

2.       DEFINITION. As used herein, "Confidential Information" means: (a) any
         source code of software; (b) any trade secrets and/or other proprietary
         non-public information not generally known relating to either party's
         product plans, designs, costs, prices and names, finances, marketing
         plans, business opportunities, personnel, research, development or
         know-how; and (c) the terms and conditions of this Agreement.
         "Confidential Information" does not include information that: (i) is or
         becomes generally known or available by publication, commercial use or
         otherwise through no fault of the receiving party; (ii) is known and
         has been reduced to tangible form by the receiving party at the time of
         disclosure and is not subject to restriction; (iii) is independently
         developed by the receiving party; (iv) is lawfully obtained from a
         third party that has the right to make such disclosure; or (v) is made
         generally available by the disclosing party without restriction on
         disclosure.

3.       LIMITATIONS. The parties' obligations of confidentiality under this
         Agreement will not be construed to limit either party's right to
         independently develop or acquire products without use of the other
         party's Confidential Information. Further, either party will be free to
         use for any purpose the residuals resulting from access to or work with
         such Confidential Information, provided that such party will maintain
         the confidentiality of the Confidential Information as provided herein.
         The term "residuals" means information in non-tangible form, which may
         be retained by persons who have had rightful and good faith access to
         the Confidential Information, including ideas, concepts, know-how or
         techniques contained therein. Neither party will have any obligation to
         limit or restrict the assignment of such persons or to pay royalties
         for any work resulting from the use of residuals. However, the
         foregoing will not be deemed to grant to either party a license under
         the other party's copyrights or patents.


                                      -10-
<PAGE>

B.       WARRANTIES

Each party warrants and covenants that it has the full power and authority to
enter into and perform according to the terms of this Agreement.

C.       DISCLAIMER OF FURTHER WARRANTIES

ANY AND ALL SOFTWARE, CONTENT, SERVICES, OTHER MATERIALS AND CONFIDENTIAL
INFORMATION PROVIDED BY EITHER PARTY TO THE OTHER HEREUNDER ARE PROVIDED "AS
IS," WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY SET FORTH IN SECTION B
ABOVE, EACH PARTY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH RESPECT TO ANY MATERIALS OR
INFORMATION PROVIDED HEREUNDER.

D.       INDEMNITY

1.       INDEMNITY. ICPwill, at its expense and Microsoft's request, defend any
         claim or action brought by a third party against Microsoft, or
         Microsoft's subsidiaries, affiliates, directors, officers, employees,
         agents and independent contractors, to the extent it is based upon a
         claim that any ICP Site, ICP Site Page, ICP Content, ICP Content
         Modules or ICP Site Link (i) infringes or violates any patent,
         copyright, trademark, trade secret, right of publicity, or other
         intellectual property, proprietary or contractual right of a third
         parry; or (ii) contains defamatory or libelous material or material
         which illegally discloses private or personal matters concerning any
         person; or (iii) permits to appear or be uploaded any messages, data,
         images or programs which are illegal, contain nudity or sexually
         explicit content or are, by law, obscene, profane or pornographic; or
         (iv) permits to appear or be uploaded any messages, data, images or
         programs that would knowingly or intentionally (which includes imputed
         intent) violate the property rights of others, including unauthorized
         copyrighted text, images or programs, trade secrets or other
         confidential proprietary information, or trademarks or service marks
         used in an infringing fashion (such claims or actions being referred to
         hereinafter as "ICP Claims"). ICP will indemnify and hold Microsoft
         harmless from and against any costs, damages and reasonable fees
         reasonably incurred by Microsoft, including but not limited to fees of
         outside attorneys and other professionals, that are attributable to
         such ICP Claims. Microsoft will: (a) provide ICP reasonably prompt
         notice in writing of any such ICP Claims and permit ICP, through
         counsel chosen by ICP and reasonably acceptable to Microsoft, to answer
         and defend such ICP Claims; and (b) provide the entity defending such
         claim information, assistance and authority, at such entity's expense,
         to help defend such ICP Claims. ICP will not be responsible for any
         settlement made by Microsoft without ICP's written permission, which
         permission will not be unreasonably withheld or delayed. ICP will
         consult with Microsoft on the choice of any counsel under this Section
         D.

2.       SETTLEMENT. Unless ICP obtains for Microsoft a complete release of all
         ICP Claims thereunder, ICP may not settle any ICP Claim under this
         Section D on Microsoft's behalf without first obtaining Microsoft's
         written permission, which permission will not be unreasonably withheld
         or delayed. Reasonable withholding of permission may be based upon,
         among other factors, the ability for Microsoft to ship any product. In
         the event ICP and Microsoft agree to settle an ICP Claim, ICP agrees
         not to publicize the existence of or disclose terms of the settlement
         without


                                      -11-
<PAGE>

         first obtaining Microsoft's written permission, which permission will
         not be unreasonably withheld or delayed.

E.       LIMITATION OF LIABILITIES

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF
DATA OR BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT OR THE
USE OF OR INABILITY TO USE ANY MICROSOFT SOFTWARE OR SERVICES, OR EITHER PARTY'S
CONFIDENTIAL INFORMATION OR CONTENT, EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

THIS SECTION SHALL NOT APPLY TO SECTION A OF THESE STANDARD TERMS AND CONDITIONS
REGARDING CONFIDENTIALITY, NOR TO ICP'S IDEMNITY OBLIGATIONS WITH RESPECT TO
THIRD PARTY CLAIMS AS PROVIDED IN SECTION D OF THESE STANDARD TERMS AND
CONDITIONS.

F.       LOGO USE PROVISIONS

All use by ICP of the logos for the Featured Technology is subject to compliance
with Microsoft's guidelines and/or license provisions relating to the use of
logos and branding for such Featured Technology, including without limitation
the Get Windows Media Player Logo Program under the terms set forth in
Attachment C hereto.

G.       GENERAL TERMS

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

<TABLE>
<CAPTION>

<S>                                                            <C>
      -------------------------------------------------------  ------------------------------------------
      To ICP:  see ICP Table
      -------------------------------------------------------  ------------------------------------------
      To Microsoft:                                            Copy to:
      -------------------------------------------------------  ------------------------------------------
      Microsoft Corporation                                    Microsoft Corporation
      One Microsoft Way                                        One Microsoft Way
      Redmond, WA  98052-6399                                  Redmond, WA  98052-6399
      Attention:  Senior Director of Business Development      Attention:  Law & Corporate Affairs
      Personal and Business Systems Division
      -------------------------------------------------------  ------------------------------------------
      Phone:   (425) 882-8080                                  Phone:   (425) 882-8080
      -------------------------------------------------------  ------------------------------------------
      Fax:     (425) 936-7329                                  Fax:     (425) 936-7409
      -------------------------------------------------------  ------------------------------------------
</TABLE>

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

2.       INDEPENDENT PARTIES. Nothing in this Agreement will be construed as
         creating an employer-employee relationship, a partnership, an agency
         relationship, or a joint venture between the parties.

3.       GOVERNING LAW. This Agreement will be governed by the laws of the State
         of Washington, without reference to the conflict of law principles
         thereof. Any action or litigation concerning


                                      -12-
<PAGE>

         this Agreement will take place in the federal or state courts in King
         County, Washington, and the parties expressly consent to jurisdiction
         of and venue in such courts and waive all defenses of lack of personal
         jurisdiction and forum non conveniens with respect to such courts. ICP
         hereby agrees to service of process by mail or other method acceptable
         under the laws of the State of Washington.

4.       ATTORNEYS' FEES. In any action or suit to enforce any right or remedy
         under this Agreement or to interpret any provision of this Agreement,
         the prevailing party will be entitled to recover its costs, including
         reasonable attorneys' fees.

5.       ASSIGNMENT. This Agreement and any rights or obligations hereunder may
         be assigned by Microsoft, but may not be assigned by ICP without
         Microsoft's prior written approval. Any attempted assignment,
         sublicense, transfer, encumbrance or other disposal without such
         consent will be void and will constitute a material default and breach
         of this Agreement. Except as otherwise provided, this Agreement will be
         binding upon and inure to the benefit of the parties' successors and
         lawful assigns.

6.       FORCE MAJEURE. Neither party will be liable to the other under this
         Agreement for any delay or failure to perform its obligations under
         this Agreement if such delay or failure arises from any cause(s) beyond
         such party's reasonable control, including by way of example labor
         disputes, strikes, floods, fire, lightning, utility or communications
         failures, earthquakes, vandalism, war, acts of terrorism, riots,
         insurrections, embargoes, or laws, regulations or orders of any
         governmental entity.

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

8.       NOT EXCLUSIVE. Nothing in this Agreement will be deemed to restrict
         either party's ability to license, develop, sub-license, manufacture,
         deploy, support, promote, or distribute software, content, streaming
         media or any other technology, whether or not similar to the Featured
         Technology, nor to preclude ICP from creating and supporting mirrored
         versions of the ICP Site that are not subject to this Agreement.

9.       ENTIRE AGREEMENT. This Agreement does not constitute an offer by
         Microsoft and it will not be effective until signed by both parties.
         This Agreement, including all schedules and attachments referenced
         herein, constitutes the entire agreement between the parties with
         respect to the subject matter hereof, and merges all prior and
         contemporaneous communications with respect to such subject matter. It
         will not be modified except by a written agreement dated subsequent to
         the date of this Agreement and signed on behalf of ICP and Microsoft by
         their respective duly authorized representatives.


                                      -13-
<PAGE>

                                  ATTACHMENT C

                 GET WINDOWS -Registered Trademark- MEDIA PLAYER

                                  LOGO PROGRAM

GET WINDOWS -Registered Trademark- MEDIA PLAYER LOGO USAGE INSTRUCTIONS

To put the logo and link on your Web site, follow these easy steps:

         1.       Read our policy below on using the GET WINDOWS MEDIA PLAYER
                  logo

         2.       Copy the GET WINDOWS MEDIA PLAYER logo.gif file image to your
                  desktop.

                                 [WINDOWS LOGOS]

         3.       Move the GET WINDOWS MEDIA PLAYER logo .gif file from your
                  desktop to your Web server.

         4.       Insert the following HTML code on your Web page. Be sure to
                  point the [IMG SRC] to the location of the GET WINDOWS MEDIA
                  PLAYER logo .gif file on your server:

                  [BR][CENTER]

                  [A HREF="http://www.microsoft.com/windows/mediaplayer/download
                  /default.asp"]
                  [IMG SRC="type path to logo image here" WIDTH="65"
                  HEIGHT="57" BORDER="0"
                  ALT="Get Windows Media Player" VSPACE="7"][/A]
                  [/CENTER][BR]

         5. You can modify this HTML code to fit your formatting as long as you
follow the guidelines outlined below.

GET WINDOWS -Registered Trademark- MEDIA PLAYER LOGO USAGE GUIDELINES

1.       Except as Microsoft may authorize elsewhere, non-Microsoft Web sites
         may display only the GET WINDOWS -Registered Trademark- MEDIA PLAyer
         logo provided above ("Logo"). By downloading the Logo to your Web site,
         you agree to be bound by these Policies.

2.       You may only display the Logo on your Web site, and not in any other
         manner. It must always be an active link to the download page for the
         Windows Media Player at
         http://www.microsoft.com/windows/mediaplayer/download/default.asp.

3.       The Logo GIF image includes the words "Get Windows Media Player"
         describing the significance of the Logo on your site (that the Logo is
         a link to the download page for the Microsoft Windows Media Player, not
         an endorsement of your site). You may not remove or alter any element
         of the Logo.

4.       The Logo may be displayed only on Web pages that make accurate
         references to Microsoft or its products or services or as otherwise
         authorized by Microsoft. Your Web page title and other trademarks and
         logos must appear at least as prominently as the Logo. You may not
         display the Logo in any manner that implies sponsorship, endorsement,
         or license by Microsoft except as expressly authorized by Microsoft.

5.       The Logo must appear by itself, with a minimum spacing (30 pixels)
         between each side of the Logo and other distinctive graphic or textual
         elements on your page. The Logo may not be displayed as a feature or
         design element of any other logo.


                                      -14
<PAGE>

6.       You may not alter the Logo in any manner, including size, proportions,
         colors, elements, or animate, morph, or otherwise distort its
         perspective or appearance, except in the event expressly authorized by
         Microsoft.

7.       You may not display the Logo on any site that infringes any Microsoft
         intellectual property or other rights, or violates any state, federal,
         or international law.

8.       These Policies do not grant a license or any other right to Microsoft's
         logos or trademarks. Microsoft reserves the right at its sole
         discretion to terminate or modify permission to display the Logo at any
         time. Microsoft reserves the right to take action against any use that
         does not conform to these Policies, infringes any Microsoft
         intellectual property or other right, or violates other applicable law.

9.       MICROSOFT DISCLAIMS ANY WARRANTIES THAT MAY BE EXPRESS OR IMPLIED BY
         LAW REGARDING THE LOGO, INCLUDING WARRANTIES AGAINST INFRINGEMENT.

-C-1997 Microsoft Corporation.  All rights reserved.  Terms of Use.


                                      -15-
<PAGE>

                                  ATTACHMENT D

Examples of WindowsMedia.com and Radio Station Guide Pages with ICP Content
Modules

                                [SAMPLE WEB PAGE]


                                      -16-
<PAGE>

                                  ATTACHMENT E

             EXAMPLE PAGES OF ICP SITE PAGES WITH LOGO OR TEXT LINK
           FOR WINDOWS MEDIA PLAYER DOWNLOAD AND WINDOWS RADIO TOOLBAR

ICP should design ICP Site Pages according to at least one of the two versions
below.

<TABLE>

<CAPTION>

                ICP SITE PAGE VERSION 1:                              ICP SITE PAGE VERSION 2:
                   if ICP only in MWM                                      if ICP in RSG

<S>                                                     <C>
-----------------------------------------------------   -----------------------------------------------------
     [whatever else ICP wants on top page]                   [whatever else ICP wants on top of page]
      View / Listen using Windows Media Player                Listen using Windows Media Player (link)
                         (link)

      Get Windows Media Player (link or logo)                 Listen using Windows Radio toolbar (link)

                                                              Get Windows Media Player (link or logo)

      [above the fold 600 x 800 pixel resolution]             [above the fold 600 x 800 pixel resolution]

      [whatever else ICP wants on bottom of page]             [whatever else ICP wants on bottom of page]

-----------------------------------------------------   -----------------------------------------------------
</TABLE>


                                      -17-